Last updated: October 18th, 2024
These general terms and conditions of use (“Terms”) govern your subscription for, access to and use of the products and services (collectively, “Services”) of Bluesheets Pte. Ltd. (“FileAI”). By registering for a FileAI account (“Account”) to access and/or use the Services, you acknowledge that you have read and understood these Terms and agree to be legally bound by these Terms. Where you are subscribing for the Services on behalf of another person, you represent and warrant that you have full authority to bind such person to these Terms. References to “you” or “your” in these Terms shall include references to such person.
1.1 In these Terms, the following expressions shall have the following meaning:
"Governmental Entity" means, in respect of any country or jurisdiction in the world, any state, local, municipal, regional or other unit or political subdivision of any government, any governmental organisation, instrumentality, enterprise or other entity established, owned or controlled by any government, and any representative or agent of any of the foregoing;
“Intellectual Property Rights: means (a) intellectual property of whatever nature anywhere in the world and all rights pertaining thereto, whether registered, unregistered or pending registration, including, without limitation, patents, trademarks, rights in trade names and business names, service marks and Internet domain names and website addresses, registered designs, copyright and moral rights, database rights, design rights, know-how, trade secrets and all other legal rights protecting intangible proprietary information in any format whatsoever and via any device, means, media or methods, including telecommunication services, portable electronic devices, software applications or the Internet; (b) applications in respect of, and rights to apply for and be granted, renewals or extensions of and rights to claim priority from any of the rights listed in item (a) above that are capable of being registered in any country or jurisdiction; and (c) all other rights having equivalent or similar effect in any country or jurisdiction;
“Privacy Policy” means the personal data protection and privacy policy of FileAI, as may be amended, supplemented and/or substituted from time to time. For your reference, the Privacy Policy can be accessed at https://www.file.ai/privacy-policy;
"Reseller" means a third party partner of FileAI that has a valid agreement with FileAI authorising such partner to resell and facilitate access to and use of the Services;
“Term” means the period commencing on the date you subscribe for the Services until the date your Subscription is terminated by you or FileAI in accordance with these Terms;
"User" means any of your or your affiliates' employees, contractors or other individuals that you permit to access or use the Services; and
"Your Data" means (a) any contact information or network or account registration data that you or the Users submit to FileAI; (b) any content or data that you or the Users publish, post, share, import or provide on the Services; (c) information that is provided to us when you or the Users contact or engage us for support regarding the Services, including information about hardware, software and other details gathered related to the support incident; and (d) any usage or functional information (e.g. IP addresses, browser and operating system types, and device identifiers) regarding how you or the Users interact with the Services.
1.2 In these Terms, unless the context otherwise requires:
(a) the headings used in these Terms are for convenience only and shall not affect the construction of these Terms;
(b) references to the singular shall include the plural and vice versa;
(c) references to a statute or statutory provision are references to it as amended, extended, consolidated, replaced, superseded, re-enacted or otherwise converted, modified or incorporated into law from time to time, and include any subsidiary or subordinate legislation made from time to time under that statute or statutory provision;
(d) references to writing or written shall include email;
(e) references to a person shall include a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assignees;
(f) all uniform resource locators (otherwise known as “URLs” or “website addresses”) noted in these Terms include any successor URLs applicable to the same subject matter;
(g) references to “US$” or “USD” are to the lawful currency of the United States of America; and
(h) references to “we”, “us” or “our” shall mean Bluesheets Pte. Ltd.
2.1 Right of access and use. Subject to compliance with these Terms, during the Term you have a non-exclusive, non-transferable, non-sublicensable right to access and use the Services in accordance with these Terms. All Users must comply with these Terms and you are responsible for the compliance by all Users with these Terms.
2.2 Changing, suspending or discontinuing the Services. We reserve the right in our sole discretion, to change, vary, suspend or discontinue any aspect of the Services, from time to time.
2.3 Account setup and Subscription. In order to access and use the Services, you will be required to register for an Account and subscribe for the Services pursuant to a selected pricing plan (“Subscription”) (which can be found here: https://www.file.ai/pricing-plan). You must ensure that all information regarding your Account is accurate, complete and kept updated. User accounts are for individual Users and cannot be shared or transferred. You must keep all login credentials confidential and agree to notify us immediately if you discover any unauthorised access to or use of your Account or login credentials. For the purpose of the Account setup, you will appoint one or more User(s) as the system administrator(s) responsible for managing your FileAI workspace. You must ensure that you have at least one active workspace owner and administrator (“Workspace Administrator”) for your FileAI workspace at all times.
2.4 FileAI Active Programming Interface. During the Term, FileAI may make available one or more Active Programming Interfaces (“APIs”) to you for you to develop and use services and applications that complement your use of the Services. Any use of the FileAI APIs by you, your Users or any third party on your behalf shall be governed by these Terms and any other applicable terms entered into between you and FileAI.
2.5 Support. We will provide online support to you in respect of the Services via email and in-app chat support. You may submit a support request by emailing support@file.ai or opening a chat ticket in-app to resolve a question or report an issue concerning the Services. We will strive to provide an initial response to each support request or in-app chat ticket within 24 hours from the time at which such request or ticket has been raised.
3.1 Your Data. Under these Terms:
(a) you retain all rights, title and interest (including intellectual property rights) to and in Your Data; and
(b) during the Term, you grant FileAI a non-exclusive, worldwide, royalty-free, fully-paid right to process Your Data solely to provide the Services (and any related customer support) to you.
3.2 Privacy Policy. Information about our data security and privacy practices can be found in our Privacy Policy. By accessing and using the Services, you are also agreeing to the terms of the Privacy Policy. The Privacy Policy is incorporated into and deemed a part of these Terms.
3.3 Your obligations. You agree and undertake that by subscribing for the Services: (a) you are solely responsible for the accuracy and content of Your Data; (b) to obtain all necessary rights and consents required by all applicable laws from your Users and any applicable third party to allow the collection, use and disclosure of Your Data by FileAI for the purposes set out in the Privacy Policy; (c) where you have disclosed Your Data in respect of any individual to us for the purposes set out in the Privacy Policy, such disclosure is within the scope of the consent given by any such individual to you; (d) your collection, use and disclosure of Your Data in respect of the Services will not breach any applicable laws or rights of any party; and (e) you are solely responsible for any decision made by you or the Users to share Your Data amongst your Users or with any third parties, and FileAI is not responsible for the use, access, alteration, distribution and/or deletion of Your Data by those to whom you or the Users make Your Data available.
3.4 Backups and data deletion. FileAI does not provide an archiving service, and you are solely responsible for creating backups of Your Data. You may request to have Your Data deleted at any time during the Term by contacting our customer support team at support@file.ai.
4.1 Fees. Subject to any free trial period as described in these Terms or otherwise agreed in writing by FileAI, you agree to pay FileAI the prevailing rates in respect of your Subscription (“Subscription Fees”). All Subscription Fees will be paid in USD, unless otherwise specified in-product or unless otherwise agreed in writing by FileAI. All Subscription Fees will be settled in full in accordance with your payment method pursuant to section 4.2. Any late payments shall be subject to a monthly service charge equal to 1.5% per month of the amount due or the maximum amount allowed by the applicable laws, whichever is less.
4.2 Payment method. In connection with your Subscription, you agree to settle the payment of your Subscription Fees under one of the two following methods of payment: (a) by way of debit or credit card (whether paying us directly or through a third party payment platform) (“Payment Card Customer”); or (b) by FileAI issuing you an invoice (“Invoiced Customer”), as determined in FileAI’ sole discretion, Payment Card Customers may (in FileAI’ sole discretion) become Invoiced Customers (and vice versa) based on factors such as the number of Users and creditworthiness, and FileAI retains the right to re-classify you as a Payment Card Customer or an Invoiced Customer at any time. Furthermore:
(a) Payment Card Customers will have their designated payment card charged for their usage of FileAI; and
(b) Invoiced Customers will be extended a line of credit by FileAI and will be issued invoices on a monthly basis, unless otherwise agreed to in writing by FileAI. If categorised as an Invoiced Customer, you will pay all Subscription Fees due under your Subscription, in full and cleared funds as directed by us, within 30 days of the invoice date. You agree for us to obtain your business credit report from a credit bureau following your Subscription and at any time during the Term.
4.3 Failed attempt to charge Subscription Fees. In the event of a failed attempt to charge the Subscription Fees to your designated payment card (for example, if your designated payment card has expired or is no longer valid), we reserve the right, and you authorise us, to retry billing such Subscription Fees to your designated payment card. If you update your designated payment card to remedy its expiry or invalidity (whichever is applicable) or if we receive updates through our payment service providers that such expiry or invalidity has been remedied, we will automatically retry billing such Subscription Fees to such payment card. We may suspend all or part of your access to the Services (including access to paid-for services) or terminate your Subscription in accordance with section 9.4 if we remain unable to successfully charge your designated payment card within fifteen (15) days of our initial attempt to charge your designated payment card.
4.4 Fee Adjustments at Renewal. We reserve the right to increase your Subscription Fees. If there is an increase, we will notify you at least thirty (30) days in advance of the renewal of your Subscription and the increased Subscription Fees will apply when your Subscription is renewed. If you do not agree to this increase, you can choose to terminate your Subscription in accordance with section 9.
4.5 Taxes. All Subscription Fees are stated exclusive of any applicable goods and services tax, value-added tax, sales and use tax, surtax and similar taxes or duties under applicable laws, other than taxes based on the income of FileAI. You will pay all amounts due under your Subscription in full without any set-off, counterclaim, deduction or withholding. You acknowledge and accept that you are accessing and using the Services at the address that you have provided within your Account settings or otherwise provided to us in writing and we will charge you applicable taxes based on the location of such address. In the event of a tax audit or tax dispute with the relevant taxing authorities arising out of these Terms or if there are statutory or regulatory changes that affect your tax obligations, you agree to cooperate and use reasonable efforts to conclude the matter with minimal adverse tax consequences. For instance, if a relevant taxing authority asserts that FileAI should have collected applicable taxes from you, and you paid such taxes directly to the taxing authority, you agree to provide us with proof that such taxes were paid (to the satisfaction of such taxing authority) within thirty (30) days of FileAI’ written request thereof. You agree to indemnify us for any underpayment or non-payment of any taxes that are not specifically excluded in these Terms, including any penalty and/or interest thereof.
4.6 Withholding Tax. In the event that any payment you make under your Subscription is subject to a deduction or withholding, you agree that: (a) you shall be responsible for making the appropriate payment to the appropriate taxing authorities and any interest, penalties, fines or similar liabilities resulting from your failure to remit such taxes in a timely fashion to the proper governmental authority or agency; and (b) you shall obtain prior written approval from FileAI to deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”). You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the applicable invoice. If you do not provide this tax receipt within the specified time period, then all Subscription Fees, inclusive of the Deduction Amount, will become immediately due and payable, and failure to pay these Subscription Fees may result in suspension of all or part of your access to the Services (including access to paid-for services) or termination of your Subscription pursuant to section 9.4.
4.7 Free Trial. FileAI may in its sole discretion offer free trials, the duration of which shall be determined at FileAI’s sole discretion and communicated to you in writing Unless cancelled by the end of the trial period, the free trial will convert into a Subscription and the rights and obligations under section 4 will apply accordingly.
5.1 Obligations. Each party agrees that all business, technical and financial information that it obtains (as "Receiving Party") from the disclosing party in connection with these Terms (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as either confidential or proprietary at the time of disclosure, or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as expressly authorised herein, the Receiving Party will: (a) hold in confidence and not disclose any Confidential Information to third parties: and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. For the avoidance of doubt, you shall procure that any User who is a Receiving Party shall abide by the obligations in section 5.1 and are responsible for their compliance thereof.
5.2 Exceptions. Nothing in these Terms shall prohibit disclosure of Confidential Information by a Receiving Party:
(a) that was rightfully in its possession or known to it prior to receipt of such Confidential Information;
(b) is or becomes publicly available without breach of these Terms by such Receiving Party;
(c) is rightfully obtained by the Receiving Party from a third party without breach by such third party of any obligation of confidence with respect to the Confidential Information;
(d) is required to be disclosed by (i) applicable laws or regulations; (ii) the rules or regulations of any governmental or regulatory body, authority or agency or stock exchange; or (iii) an order of a court of competent jurisdiction or a regulatory or judicial authority, provided that (unless prohibited by any applicable laws) it notifies the Disclosing Party and cooperates in any effort to obtain confidential treatment; or
(e) that is disclosed to its affiliates and it and their employees, agents, contractors and other representatives who have a legitimate need to know such Confidential Information for the purposes of carrying out such Receiving Party’s obligations under these Terms, provided that such persons are bound by appropriate confidentiality and non-disclosure obligations no less protective than the obligations set out in section 5 and that the Receiving Party remains responsible for compliance by any such person with the terms of section 5.
5.3 Injunctive relief. The Receiving Party acknowledges that use or disclosure of Confidential Information in breach of these Terms could cause substantial harm for which damages alone might not be a sufficient remedy, and therefore that upon any such threatened or actual use or disclosure by the Receiving Party of any Confidential Information, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
6.1 FileAI ownership. Except for your right to access and use the Services as expressly provided under section 2.1, you do not and will not acquire any Intellectual Property Rights in respect of the Services and FileAI and its licensors retain all Intellectual Property Rights in respect of the Services, including but not limited to all existing and future rights in the Services and all related and underlying technology of the Services and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of FileAI, including based on your Feedback (defined below).
6.2 Restrictions. You will not, and will not permit anyone else to: (a) reverse engineer, decompile, disassemble, extract or otherwise seek to obtain the source code to any part of the Services except to the extent expressly permitted by applicable law (and only upon advance notice to FileAI) ; (b) copy, modify, reproduce or create derivative works of the Services; (c) remove, modify or obscure any proprietary or other notices contained within the Services; or (d) publicly disseminate technical information regarding the performance of the Services.
6.3 Feedback. If you submit comments, questions, suggestions, use cases or other feedback relating to your use of the Services or the APIs or our other products or services ("Feedback"), we may freely use such Feedback in connection with any of our Services, or those of our affiliates, without obligation to seek your approval or notify or compensate you.
THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND BLUESHEETS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE MAY PERMIT THIRD PARTIES TO DEVELOP AND MAKE AVAILABLE SERVICES AND APPLICATIONS THAT COMPLEMENT YOUR USE OF FILEAI OR WE MAY PERMIT THE SERVICES TO OTHERWISE INTEGRATE WITH THIRD PARTY SERVICES AND APPLICATIONS. FILEAI IS NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICES AND APPLICATIONS THAT YOU CHOOSE TO USE IN CONNECTION WITH FILEAI. YOUR USE OF SUCH SERVICES AND APPLICATIONS IS GOVERNED BY SEPARATE TERMS AND POLICIES WITH THE PROVIDERS OF SUCH SERVICES AND APPLICATIONS AND YOU ACKNOWLEDGE AND AGREE THAT ANY USE OF SUCH SERVICES OR APPLICATIONS IS AT YOUR OWN RISK AND YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO FILEAI, FOR ANY PROBLEMS OR DISSATISFACTION WITH SUCH SERVICES OR APPLICATIONS, IS TO UNINSTALL OR STOP USING SUCH SERVICES OR APPLICATIONS.
8.1 NOTWITHSTANDING SECTION 8.2 AND SUBJECT TO ANY APPLICABLE LAWS:
(a) FILEAI SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OR LOSS OF BUSINESS, DEPLETION OF GOODWILL, COSTS OF DELAY OR SIMILAR LOSSES OR ANY INDIRECT OR CONSEQUENTIAL LOSSES, COSTS, CHARGES, EXPENSES OR DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION, STRICT LIABILITY OR OTHERWISE, AND EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND
(b) FILEAI’S AGGREGATE LIABILITY FOR ALL CLAIMS HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION, STRICT LIABILITY OR OTHERWISE TO THE OTHER IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO FILEAI UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF SUCH CLAIM ARISING. FOR THE AVOIDANCE OF DOUBT, WHERE NO SUBSCRIPTION FEES WERE PAID BY YOU TO FILEAI UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF SUCH CLAIM ARISING, FILEAI’S AGGREGATE LIABILITY FOR ALL SUCH CLAIMS WILL BE ZERO.
8.2 Indemnification. Subject to any applicable laws, you will indemnify and keep indemnified FileAI and its affiliates and their respective directors, officers, employees, agents and representatives from and against all claims, demands, actions, proceedings, losses, costs, damages, liabilities and expenses (including legal fees) arising directly or indirectly out of or in connection with any breach or alleged breach by you of these Terms in respect of you or the Users’ use of the Services, except to the extent that any liability, loss or damage is solely and directly caused by the negligence, fraud, and/or misconduct of FileAI. FileAI may participate in the defence and settlement of any such claim with its own counsel and at its own expense and you shall not settle any such claim without FileAI’s prior written consent.
9.1 General. These Terms will continue to apply to you until your Subscription is terminated by either you or FileAI.
9.2 Term and automatic renewal.
(a) In the case of a monthly subscription, your Subscription will automatically renew for successive one (1) month periods at the end of each such period, unless your Subscription is terminated in accordance with these Terms.
(b) In the case of an annual subscription, your Subscription will automatically renew for successive twelve (12) month periods at the end of each such period, unless your Subscription is terminated in accordance with these Terms.
9.3 Termination for convenience. You may terminate your Subscription at any time and for any reason, subject to providing to FileAI a minimum of sixty (60) days' advance notice by your Workspace Administrator. In the event of such termination we will not provide any refunds of any Subscription Fees that you have already paid and any unpaid Subscription Fees accrued up to the date of termination shall be due and be immediately payable.
Without prejudice to any other right or remedy available to it, FileAI may also terminate your Subscription at any time and for any reason, upon providing thirty (30) days' advance notice to you. In event of such termination we will not provide any refunds of any Subscription Fees that you have already paid and any unpaid Subscription Fees accrued up to the date of termination shall be due and be immediately payable.
9.4 Termination or suspension with cause. Without prejudice to any other right or remedy available to it, FileAI reserves the right to immediately terminate your Subscription or immediately suspend your access to the Services without written notice to you if you breach these Terms or if we deem such action necessary to prevent harm to the security, stability, availability or integrity of the Services. In event of such termination or suspension, FileAI will not refund any Subscription Fees that you have already paid and any unpaid Subscription Fees accrued up to the date of termination shall be due and be immediately payable.
9.5 Deletion of your data. FileAI will delete Your Data after termination of your Subscription, but you acknowledge and agree that any deleted content may persist in backup copies for a reasonable period of time. As set forth in section 3.4, you are solely responsible for creating any backups of Your Data.
9.6 Effect of termination. Upon any termination of your Subscription: (a) you and the Users must immediately cease access to and use of the Services; (b) at a Disclosing Party's written request, a Receiving Party will promptly return or delete (to be determined at such Disclosing Party’s sole discretion) any such Disclosing Party's Confidential Information in its possession; and (c) you will promptly pay FileAI any unpaid fees incurred prior to termination of your Subscription. You and FileAI agree that any termination of your Subscription shall be without prejudice to any rights or obligations of the parties which have accrued or arisen under these Terms prior to the date of termination.
9.7 Survival of terms. Any termination of your Subscription shall be without prejudice to any rights or obligations of the parties expressed or intended to continue in force after and despite termination of your Subscription, including but not limited to: sections 4 (Payment), 5 (Confidentiality), 6.2 (Restrictions), 7 (Disclaimer of Warranties) to 11 (General).
10.1 Beta testing. FileAI may, from time to time, make available beta or pre-release features (each, a "Beta Feature") for the purposes of testing and obtaining Feedback.
10.2 Possibility of errors. You acknowledge and agree that by accepting to use the Beta Features, that such Beta Features are:
(a) in a testing phase, remain under development and may contain errors, including technical errors that may interfere with functionality; and
(b) may not perform as intended or as effectively as other features provided under the Services.
10.3 Beta Feature changes. FileAI may (at its sole discretion) impose limits on, suspend, disable, terminate, remove, replace, change, upgrade, update or roll back any Beta Feature (or any part of any Beta Feature), without prior notice to you.
10.4 As-Is. IN ADDITION TO ALL OF THE DISCLAIMERS MADE IN SECTION 7 (DISCLAIMER OF WARRANTIES) ABOVE, WHICH, FOR CLARITY, ARE ALSO APPLICABLE TO BETA FEATURES, FILEAI HAS NO OBLIGATION TO PROVIDE ANY TECHNICAL SUPPORT RELATED TO BETA FEATURES. FILEAI HAS NO EXPRESS OR IMPLIED OBLIGATION TO YOU TO MAKE ANY BETA FEATURE AVAILABLE TO YOU. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY BETA FEATURE IS DONE ENTIRELY AT YOUR OWN RISK AND TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, FILEAI HAS NO LIABILITY TO YOU IN CONNECTION WITH ANY BETA FEATURE.
11.1 Changes. FileAI may make changes to these Terms or any terms or policies incorporated by reference herein at any time by providing you with written notice, such as by email or by other reasonable means ("Changes"). Unless otherwise specified by us, all Changes shall be effective upon us providing such written notice. You shall be deemed to have consented to the Changes if you continue to access or use the Services after you have been notified of the Changes. If you do not wish to consent to any Changes, you must immediately stop accessing and using the Services and must terminate your Subscription in accordance with section 9.
11.2 Governing law. These Terms are governed by and construed in accordance with the laws of Singapore. You and FileAI hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Singapore in respect of any and all disputes arising out of or in connection with these Terms, including but not limited to the enforcement of any obligations under these Terms.
11.3 Translation conflicts. In the event of any inconsistency between the terms of the English version of these Terms and the terms of any translated version of these Terms, the terms of the English version of these Terms shall prevail.
11.4 Waiver, rights and remedies. No failure on the part of either you or FileAI to exercise, and no delay on either party’s part in exercising, any right or remedy under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy. The rights and remedies of you and FileAI under or pursuant to these Terms are cumulative and not exclusive of any rights or remedies provided by law.
11.5 Severance. If any term in these Terms shall be held to be illegal, invalid or unenforceable, in whole or in part, the term shall apply with whatever deletion or modification is necessary so that the term is legal, valid and enforceable and gives effect to the commercial intention of you and FileAI. To the extent it is not possible to delete or modify the term, in whole or in part, under this section, then such term or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of these Terms and the legality, validity and enforceability of the remainder of these Terms shall, subject to any deletion or modification made under this section, not be affected.
11.6 Publicity. Any press release or marketing campaign about the relationship between you and FileAI requires the prior written approval of both you and FileAI, except that: (a) you may publicise or promote the use of the Services to any of your or your affiliates' employees and contractors only (e.g., to encourage User adoption), subject to FileAI’s brand usage guidelines as provided from time to time; and (b) FileAI may reference your name, logo, and status as a FileAI customer.
11.7 Assignment. These Terms shall benefit and be binding on you and FileAI, their respective successors and any permitted assignee or transferee of some or all of either party’s rights or obligations under these Terms. Any reference in these Terms to any party shall be construed accordingly. Neither party may assign or transfer all or any of its rights or obligations under these Terms without the prior written consent of the other party, except that FileAI may assign these Terms without your consent to any of its affiliates or in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of its assets or voting securities. Non-permitted assignments are void and will not create any obligations on FileAI.
11.8 Independent contractor. You acknowledge and agree that FileAI is providing the Services to you as an independent contractor and no agency, partnership, joint venture or employment relationship is created between you and FileAI as a result of these Terms and you may not hold yourself out as having any such relationship with FileAI. Neither party has the authority to bind the other and any act, default, neglect or omission of you or any of your employees, agents, contractors and other representatives shall not be deemed to be an act, default, neglect or omission of FileAI.
11.9 No third party beneficiaries. These Terms benefit you and FileAI and there are no intended third party beneficiaries, including any Users.
11.10 Notices. Apart from the notices to be provided to FileAI in event of termination under section 9.3, all other notices to be provided by you under these Terms must be submitted to support@FileAI.io (with attention to: Legal). FileAI may send notices to the email address that you have provided within your Account settings or otherwise provided to us in writing FileAI may also provide operational notices regarding the Service or other Services-related notices through messages to the Workspace Administrators and Users within the Services.
11.11 Subcontractors. FileAI may use subcontractors and permit them to exercise FileAI’s rights under these Terms, but FileAI remains responsible for the compliance of any such subcontractor with these Terms.
11.12 Force majeure. Neither you nor FileAI will be liable to the other for any delay or failure in performing any obligation under these Terms (except for a failure to pay any Subscription Fees) if such delay or failure is due to any unforeseen event that occurs after you subscribe for the Services and that is beyond the reasonable control of the party seeking to rely on such event, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, refusal of a licence or authorisation by a government agency or entity, damage to or destruction of premises or equipment, or breakdown of equipment, in each case not attributable to the party seeking to rely on such event, or epidemic or pandemic (including any public health emergency of international concern or pandemic declared by the World Health Organization), provided that such party uses all reasonable endeavours to mitigate, overcome or minimise the effects of the such event and notifies the other party of such an event.
11.13 Third party websites. FileAI may contain links to third party websites. This does not imply or express our endorsement of any website, and we are not responsible for the actions, content, information or data of third party websites or actions or any link contained in them, or any changes or updates to them. Third party websites may provide their own terms and conditions of use and privacy policies that apply to you and your Users, and your use of such third party websites is not governed by these Terms.
11.14 Conditions on governmental entity use. If you are a Governmental Entity, you represent that: (a) no applicable law or regulation restricts you from agreeing to and performing, or accepting performance of, any term under these Terms; (b) no applicable law or regulation renders any term under these Terms unenforceable against you or any other applicable Governmental Entity; (c) you are authorised to and have the legal capacity under the applicable laws and regulations to represent and bind any other applicable Governmental Entity to these Terms; and (d) your Subscription is based upon an impartial decision concerning the value of FileAI to you and the Users and no improper conduct or conflict of interest has influenced your decision to subscribe for and access and use the Services. You acknowledge and agree that you will not subscribe for and access and use the Services if you cannot make the representations in section 11.14. If a Governmental Entity subscribes for the Services in violation of section 11.14, FileAI may elect to immediately terminate such Subscription pursuant to section 9.4.
11.15 Resellers. You may choose to subscribe for the Services through a Reseller. In the event that you do so, you agree that: (a) your Subscription is subject to these Terms, but the terms of any agreement that you enter into with such Reseller in respect of your Subscription through such Reseller shall take precedence over any conflicting terms in these Terms; and (b) you are solely responsible for: (i) any rights and obligations arising from the agreement you have entered into with your Reseller for the access to and use of the Services; and (ii) any access by your Reseller to your Account, Your Data and any User accounts that you have created.
