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Terms of Service

Legal document setting forth the terms and conditions for your use of BrickFTP.

Last Updated: July 16, 2018

These Terms of Service set forth the terms and conditions that apply to your use of brickftp.com ("Site") and the BrickFTP and asset hosting and sharing service ("Service"). The Site and Service are operated and offered by Action Verb LLC, including its affiliates, subsidiaries, successors, and assigns (“Action Verb”, “We”). As used herein, “you” and “your” refer to you or the entity you represent. By accessing the Site and/or the Service, you acknowledge and agree to comply with this Terms of Service and are authorized and capable with undertaking the obligations contained herein. To the extent applicable, these Terms of Service apply to any users on your account as well.

1. BrickFTP Accounts

All of your registration, contact, and billing information must be correct and current. You are solely responsible for keeping such information correct and current.

You are the only person allowed to access and use the username and password associated with your BrickFTP account. You agree not to allow anyone else to use your account or password, and to take reasonable steps to prevent unauthorized persons from learning your password and API keys. Administrators may create separate user accounts within each BrickFTP subscription to provide other people access. You shall notify us immediately of any unauthorized use of or activity on your account or of any other breach of security relating to the Site or Service that is known or suspected by you.

You affirm that you and any and all users on your account are either 18 years of age or older, and are fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service.

For security purposes, we only provide customer support to the people who are listed as administrators on the account.

2. Billing

The main method of payment accepted for paid accounts is placing a credit card number or linked PayPal account on file. Currently, we accept VISA, Mastercard, American Express, Discover, and PayPal. You agree to pay all charges in accordance with any cardmember agreement governing the use of your credit card.

The following additional payment methods are supported if you are pre-paying in advance for 12 months of service:

Action Verb reserves the right to change the price or features of all services upon 30 days notice. Such notice will be provided by email and/or through the Service. If such a change takes place and you choose not to discontinue or downgrade your account, you will be responsible for the payment of your account at the new rate.

Account prices are billed exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for any such tax, levy, or duty associated with your use of the Service.

All invoices who are due upon receipt. If an invoice remains outstanding for more than 60 days (30 days for customers not on an annual term), we will disable your access to BrickFTP until payment is made.

Invoices are sent to the email on file, and for customers living in the United States who are on annual terms, a physical copy of the invoice will be mailed as well.

3. Auto-Renewal

Accounts are billed in advance for the selected term and subscriptions will automatically renew until they are cancelled.

For customers on a monthly term:

Accounts on monthly terms will be charged every 30 days, starting with the first day of paid service (“Service Date”). The charges will be for the monthly fee for the upcoming Usage Period (as defined below) and any Usage charges from the previous Usage Period. Invoices are automatically charged to the payment method file.

For customers on an annual term:

Accounts on annual terms will be sent an invoice for the annual fee once every 360 days, starting with the first day of paid service (“Service Date”). If there are any Usage Charges for a Usage Period (as defined below), an invoice will be sent at the end of that Usage Period. All invoices are due upon receipt.

4. Usage Calculation

BrickFTP leverages Amazon S3 for “at-rest” storage and retrieval of the files on your account. Amazon S3 has a very complicated billing scheme, and we have attempted to craft our usage calculation scheme to be considerably simpler than Amazon’s while at the same time ensuring that we collect enough revenue from our customers to be able to pay our Amazon S3 bill.

Usage is calculated for each 30-day “Usage Period” that your account is open. If your account is billed monthly, your Usage Period will coincide with your monthly billing term. If your account is billed annually, we divide your annual billing term into twelve Usage Periods. If your account is billed on some other interval, we will divide your billing term into Usage Periods that are 30 days long.

For each Usage Period, we will calculate a single sum called “Usage” that represents your total usage of the Service. This “Usage” number is the sum of your “Storage Usage” and your “Transfer Usage.”

Storage Usage:

Transfer Usage:

Each account comes with a generous amount of Usage included for every Usage Period, determined by your plan. Should the Usage in any Usage Period exceed the included amount, any excess Usage will be billed at a low price determined by your plan.

Invoices for Usage are issued immediately at the end of each Usage Period and are due upon receipt, regardless of whether your Account is otherwise prepaid for a longer term.

Each Usage Period is evaluated independently, and unused usage does not “rollover” from one Usage Period to the next.

You may check their Usage under the Settings tab within the Service.

5. Cancellation and Refund Policy

You may cancel your account at any time. Account cancellations may be made through the Service itself on the Settings tab. For security purposes, we do NOT accept cancellation notices via phone or email. Upon cancellation, your data will be removed from the system within 7 days, and there is no mechanism for restoring data once it is removed from the system.

Upon cancellation by you, if your account is billed on a monthly term, you are entitled to a full refund of your most recent monthly plan payment (excluding Usage charges). If the account was billed on an annual term, you are entitled to a refund of the prorated unused portion of the prepayment. Please request a refund when cancelling in order for this to be processed simultaneously.

Refunds for any reason (including SLA credits) will not be granted if they are requested more than 30 days after account cancellation.

No refund will be given in any instance if Action Verb determines, in its sole and reasonable discretion, that you or any user on your account breached any part of these Terms of Service.

6. Service Level Agreement ("SLA")

We recognize that downtime can be costly and reflect poorly on your business. As such, we will provide compensation in the form of a refund to your credit card (if you have one on file) or a service credit toward future payments (if you do not have a credit card on file) if certain uptime goals are not met and you request a refund.

We define uptime as the percentage of time during a billing period HTTP, HTTPS, FTP, FTPS, and SFTP services are available on ports 80, 443, 21, 990, and 22 on at least one server in the IP Pool for your site. The IP Pool for your site is defined as the full set of IPs returned by DNS when resolving your BrickFTP subdomain or associated custom domain, if any. Please note that you may need to make multiple DNS queries to retrieve the full set of IPs in the IP Pool.

The uptimes of these 5 services as computed by Wormly (or another monitoring system we may choose to engage) will be averaged together to compute an overall uptime.

If uptime during a billing period is below 99.9%, you are entitled to a refund of half of your monthly fee (excluding usage charges).

If uptime during a billing period is below 99.5%, you are entitled to a refund of your entire monthly fee (excluding usage charges).

No refund will be given if Action Verb determines, in its sole and reasonable discretion, that you breached any part of these Terms of Service. SLA refund requests must be made during the Usage Period immediately following the qualifying downtime.

Scheduled downtime for maintenance and other purposes is not counted against uptime for purposes of this SLA. Scheduled downtime is defined as those times where Action Verb notifies you of periods of downtime at least five (5) days prior to the commencement of such downtime.

7. Disclaimer of Warranties / Limitation of Liability

The Service and Site are provided on an "AS-IS, AS-AVAILABLE" basis. Action Verb does not warrant that the Site or Service will be uninterrupted or error-free or that defects in it will be corrected. Use is at your own risk. You may lose data!

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE SITE AND SERVICE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ACTION VERB AND ITS AGENTS DO NOT WARRANT THAT THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SERVICE IS SOLELY AT YOUR RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ACTION VERB OR ITS AGENTS BE LIABLE FOR: (1) ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE SITE AND/OR SERVICE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ACTION VERB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND/OR (2) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES OF THE SERVICE. IN NO EVENT SHALL ACTION VERB’S AGGREGATE LIABILITY EXCEED THE FEES (EXCLUDING USAGE CHARGES) PAID BY YOU TO ACTION VERB IN THE PAST YEAR.

8. Acceptable Use

You are responsible for your own communications and for any consequences thereof. You will use the Site and Service in compliance with all applicable local, state, national, and international laws, rules, and regulations, including any laws regarding the transmission of technical data exported to or from your country of residence.

You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Site or Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses or other malicious code, or is otherwise objectionable as reasonably determined by Action Verb; (ii) use the Site or Service to upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent or hinder other authorized individuals or entities from using the Site or Service; (iv) use the Site or Service to invade the personal privacy of other people (e.g. stalking or harassment); (v) use the Site or Service to store personal health information that is regulated by The HIPAA Privacy Rule unless you've also entered into a Business Associate Agreement with Action Verb; (vi) use the Site or Service to transmit or store personal information about individuals residing in the European Economic Area unless you have signed a data processing agreement with Action Verb; (vii) use the Site or Service for any fraudulent or inappropriate purpose; and/or, (viii) use the Site or Service in any manner Action Verb determines to be detrimental to the Site, the Service, users of the Site or Service, the public, and/or Action Verb.

You will not use any robot, spider, other automated device, or software process to monitor, post to, or copy any content from the Site or Service, except through APIs explicitly made available by Action Verb. You may use automated means to connect to Service’s published API on port 443, to its FTP service running on ports 21, 990, and 3021, or to its SFTP service running on port 22 or 3022. Action Verb may terminate your account if, in its sole opinion, your usage of the Service consumes excessive system resources.

Violation of any of the foregoing or any other breach of these Terms of Service may result in immediate revocation of your account(s), and may subject you to state and federal penalties and other legal consequences. Action Verb reserves the right at all times to remove or refuse to distribute any content on the Site or Service. Action Verb, also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms of Service, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam); (d) respond to user support requests; and/or (e) protect the rights, property or safety of Action Verb, its users and the public. Action Verb will not be responsible or liable for the exercise or non-exercise of its rights under these Terms of Service.

Action Verb reserves the right to cancel or refuse to offer the Service to anyone at any time at its sole discretion. A pro-rated refund will be issued to paid account holders in the event of a service cancellation without cause.

9. Intellectual Property

Except where otherwise explicitly indicated, all materials contained on the Site and Service are owned by Action Verb, including but not limited to, graphics, text, source code, the selection, arrangement and presentation of all materials, and the overall design of the Site and Service. Without limiting the foregoing, Action Verb does not claim any ownership of any materials stored or transferred by you on the Site or Service. Your stuff is your stuff.

Permission is granted to view and print materials from the Site and Service for the non-commercial purpose of viewing, reading and retaining for reference. Any other copying, distribution, retransmission or modification of information or materials on this site, whether in electronic or hard copy form, without the express prior written permission of Action Verb, is strictly prohibited. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service.

BrickFTP and other trademarks and/or service marks (including logos and designs) found on the Site and Service are trademarks/service marks that identify BrickFTP and the goods and/or services provided by Action Verb. Such marks may not be used under any circumstances without the prior written authorization of Action Verb. Such marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Action Verb.

You assign Action Verb exclusive intellectual property rights to any questions, comments, suggestions, ideas, feedback or other information about the Site or Service provided by you (“Submissions”). Submissions are non-confidential and shall become the sole property of Action Verb. Action Verb may, but it not obligated to, use and disseminate Submissions for any purpose, commercial or otherwise, without acknowledgment, compensation, or other consideration given or owed to you.

If you believe the Service has been used in a way that constitutes copyright infringement, please send a message and provide the requested information as required by the Digital Millennium Copyright Act ("DMCA") by clicking here.

10. Indemnification

Upon request by Action Verb, you agree to defend, indemnify, and hold Action Verb, its affiliates, subsidiaries, successors, and assigns, and each of their respective employees, contractors, officers, directors, and agents harmless from all liabilities, claims, damages, losses, and expenses, including attorney’s fees, that arise from or relate to: (i) your use or misuse of the Site and/or Service; (ii) your breach of these Terms of Service, or any other agreement with Action Verb relating to the Service, such as a BAA; (iii) your illegal activity; and/or (iv) your negligence and/or willful acts or omissions. These indemnity obligations shall include any and all users on your account, with whom you will be jointly and severally liable.

11. Dispute Resolution and Jurisdiction

Action Verb wants to address your concerns without needing a formal legal case. Before filing a claim against Action Verb, you agree to try to resolve the dispute informally by contacting dispute@actionverb.com. Action Verb will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or Action Verb may bring a formal proceeding.

Any dispute arising under these Terms of Service that is not resolved informally as outlined above, will be subject to binding arbitration by a single arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the United States and the State of Nevada. The arbitration will be held in Las Vegas, Nevada, United States. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, you and we agree that any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, collective, or representative action. To the fullest extent permitted by applicable law, you further agree that you will not be a member of any putative or actual class in a class action brought by anyone else, nor will you seek to become a class representative. If any portion of this paragraph is found to be void or unenforceable as to a particular claim, then that claim (and only that claim) shall be resolved in federal court rather than in arbitration; if there is no federal jurisdiction, the case shall be resolved in Nevada state court.

In the event that you are able to sufficiently demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Action Verb may, but is not obligated to, mutually agree to have the arbitration conducted by telephone, based on written submissions, in person in the county where you live, or at another mutually agreed location.

Any cause of action or claim you may have with respect to the Site or Service must be commenced within one (1) year after the claim or cause of action arises or it will be barred forever. Notwithstanding the other provisions in this section, if we have a reasonable basis to believe that you have in any manner violated or threatened to violate any of our intellectual property rights, we may bring suit in any state or federal court in the state of Nevada, rather than through arbitration. In such instances, you agree that you will submit to the jurisdiction of the state and federal courts in the state of Nevada.

Action Verb may provide hyperlinks to third-party web sites as a convenience to users and visitors of the Site and/or Service. Action Verb does not control third-party websites and is not responsible for the contents of any linked-to, third-party web sites or any hyperlink in a linked-to website. Similarly, Action Verb does not endorse, recommend or approve any third-party web site hyperlinked from the Site or Service and will have no liability to any entity for the content or use of the content available through such hyperlink.

13. Entire Agreement and Priority

This document represents the entire agreement between the parties as it relates to your use of the Site or Service. Notwithstanding the foregoing, to the extent any provision of this Terms of Service conflicts with another mutually executed document governing your use of the Service - such as a Business Associate Agreement or Data Processing Addendum - then such other documents shall control.

14. Privacy, Security, and GDPR

We care deeply about your privacy and the security of your data and will act in accordance with our Privacy Policy. Please read it to understand how you are protected.

Our Security Technology document details exactly how we store and transfer data, and will prevail in the event of a conflict with other information presented on this site. Please read it to understand our security practices and be sure to take the recommended actions for maximum security if this is required by your business.

For information regarding our commitment to the General Data Protection Regulation (“GDPR”), please check out our GDPR page.

15. Additional Points

If any provision of this Terms of Service is found to be invalid by any court or tribunal having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Terms of Service, which shall remain in full force and effect. No waiver of any part of this Terms of Service shall be deemed a further or continuing waiver of such term or any other term. Nothing in this Terms of Service shall be deemed to confer any third party rights or benefits.

Unless you request in writing otherwise, we may use the name and logo of your company and screenshots from your website to promote and market BrickFTP.

Sections 1, 2, 7-13, 15, & 16 will survive after these Terms of Service terminate or your use of the Site and/or Service ends.

16. Changes to these Terms of Services

Action Verb reserves the right to change these Terms of Service at any time by posting new Terms of Service at this location and alerting paying customers of such change via e-mail and/or through the Service. Any change(s) to this Terms of Service will take effect thirty (30) days after such changes have been posted. Your continued use of the Service following such changes will indicate your acceptance of those changes.

This document was last updated according to the date at the top of this page. Questions regarding these Terms of Service should be sent by e-mail to us using our online contact form.