Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS (THE "AGREEMENT") CAREFULLY BEFORE USING THE SERVICES. BY CLICKING ON THE "OKAY, DONE!" BUTTON, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOUR USE OF THE SITE AND THE SERVICES OFFERED BY DESIGNFTP IN ANY MANNER SHALL ALSO CONSTITUTE ASSENT TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL HAVE NO RIGHT TO USE THE SITE OR THE SERVICES DESCRIBED HEREIN. YOUR USE OF THE SITE AND/OR SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY DESIGNFTP, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The Web pages available at www.designftp.com and all linked pages ("Site"), are owned and operated by Draconis Software ("Draconis"), and are accessed by you ("User") under the following terms and conditions.

DesignFTP reserves the right, at its discretion, to modify the Agreement or Services (as defined below) or Content (as defined below) at any time by posting a notice on the Site, or by sending User a notice via email or postal mail. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by User following such notification constitutes User's acceptance of the terms and conditions of this Agreement as modified.

ACCESS TO THE SERVICES
Subject to the terms and conditions of this Agreement, DesignFTP may offer to provide certain services and content solely for User's personal, commercial use, as described more fully on the Site, and which are selected by User through the process provided on the Site ("Services"). Services shall include, but not be limited to, any services DesignFTP performs for User on the Site. DesignFTP may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature, database, or files. DesignFTP may also impose limits on certain features and services or restrict User's access to parts or all of the Services without notice or liability. User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services.

User certifies to DesignFTP that if User is an individual (i.e., not a corporation or institution) User is of legal age to form a binding contract. User also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services and access of the Site. Without limiting the foregoing, if User is under the age of 13, User is not allowed to use the Services. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

SITE CONTENT
The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. User may not use, modify, publish, transmit, participate in the transfer, license or sale of, reproduce (except as provided in this section of the Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, third party submissions, Services, or other proprietary rights not owned by User in whole or in part (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. User shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.

User may, but only to the extent the Site expressly authorizes User to do so, download or copy the Content, and other items displayed on the Site for download, for personal, commercial use only, provided that User maintains all copyright and other notices contained in such Content.

In the course of using the Services, User and other users may provide information which may be used by DesignFTP in connection with the Site or Services. DesignFTP does not claim ownership rights in any original Content that User chooses send using the Services. After sending Content using the Services, User continues to retain the ownership rights in such Content that it had prior to such sending, subject to the rights and licenses granted in this Agreement. User understands, consents and agrees that by uploading, displaying, publishing, posting or otherwise submitting information, materials or content to DesignFTP or through the Site (collectively, "User Submissions"), User hereby does and shall grant DesignFTP a non exclusive, worldwide, royalty free, fully paid, perpetual, irrevocable, sublicenseable and transferable right and license to use, reproduce, prepare derivative works of, distribute, publicly perform and display, modify, publish and otherwise fully exploit such User Submissions (including all related intellectual property and moral rights) in connection with the Site, Services and DesignFTP's (and its successor and assigns) business. User also hereby does and shall grant each user of the Site a non-exclusive license to access User Submissions through the Site and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Site and under this Agreement. Further, DesignFTP may make User Submissions available for download by User in accordance with the download options User specifies in the upload form for the applicable content file. If User has posted User Submissions to the Site prior to the Effective Date of this Agreement, as modified, User acknowledges and agrees that such User Submissions will only be so downloadable if User requests such service on an upload form for that content file.

User understands that all content, material, and information publicly or privately transmitted or otherwise accessible through the Site is the sole responsibility of the person from which such content originated and that DesignFTP will not be liable for any errors or omissions in any Content or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted or otherwise made available via the Services. User understands that DesignFTP cannot guarantee the identity of any other users with whom User may interact in the course of using the Service. Additionally, DesignFTP cannot guarantee the authenticity of any data which users may provide about themselves. User acknowledges that all Content accessed by User using the Services is at User's own risk and User will be solely responsible for any damage or loss to any party resulting therefrom.

USER WARRANTY
As a condition of use, User represents, warrants and promises that it will not use the Services for any purpose that is unlawful or prohibited by this Agreement, or any other purpose not reasonably intended by DesignFTP, and that it possesses all rights necessary to use, upload, display and perform, publish, post, distribute and submit the User Submissions, and to grant DesignFTP and other users the rights and licenses to such User Submissions as provided herein.

By way of example, and not as a limitation, User represents, warrants and agrees that it will not contribute or send any Content or otherwise use the Services:

to abuse, harm, harass, threaten, impersonate or intimidate other DesignFTP users;
to contribute or send any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any DesignFTP user;
to modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with the Site;
to create or submit unwanted email ("Spam") to any other DesignFTP users or any URL;
to violate any laws in User's jurisdiction (including but not limited to copyright laws);
to submit stories or comments linking to affiliate programs, multi-level marketing schemes;
User will not use any robot, spider, scraper or other automated means to access the Site for any purpose without DesignFTP's express written permission. Additionally, User agrees that it will not: (i) take any action that imposes, or may impose in DesignFTP's sole discretion an unreasonable or disproportionately large load on DesignFTP's infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures DesignFTP may use to prevent or restrict access to the Site.

DesignFTP may remove any Content and terminate User's account at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if DesignFTP believes that User may have violated this Agreement), or for no reason at all. To report Terms of Use abuse, please email: Email a Bug Report. User, not DesignFTP, remains solely responsible for all Content that User uploads, posts, e-mails, transmits, or otherwise disseminates using, or in connection with, the Services. User acknowledges that all Content that User accesses using the Services is at User's own risk and User will be solely responsible for any damage to any party resulting therefrom.

RESTRICTIONS
User is responsible for all of its activity in connection with the Services and accessing the Site. User may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any DesignFTP user. User shall not use any part of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. User will not run Mail list, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while User is not logged in to the Site and/or Service.

FEES/PAYMENT
Some of the Services on the Site require payment of fees. User shall pay all applicable fees, as described on the Site in connection with such Services selected by User. Any fees paid hereunder are non-refundable. DesignFTP reserves the right to change its prices and to institute new charges at any time, upon prior notice to User, which may be sent by email or posted on the Site. User authorizes DesignFTP, directly or through third parties, to make any inquiries it considers necessary to validate User's account and financial information.

WARRANTY DISCLAIMER
User acknowledges that DesignFTP has no control over, and no duty to take any action regarding: which users gains access to the Site or use the Services; what Content User accesses via the Site or Services; what effects the Content may have on User; how User may interpret or use the Content; or what actions User may take as a result of having been exposed to the Content. User releases DesignFTP from all liability for User having acquired or not acquired Content through the Site or Services. The Site or Services may contain, or direct User to sites containing, information that some people may find offensive or inappropriate. DesignFTP makes no representations concerning any content contained in or accessed through the Site or Services, and DesignFTP will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services. THE SERVICES, CONTENT, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

OTHER POLICIES
For information regarding DesignFTP's treatment of personally identifiable information, please review DesignFTP's current privacy policy. If User believes that material or content residing on or accessible through the Site or Services infringes a copyright, please review DesignFTP's Copyright Dispute Policy.

REGISTRATION AND SECURITY
As a condition to using the Services, User may be required to register with DesignFTP and enter an email address and password ("DesignFTP User ID"). User shall provide DesignFTP with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User's account. User may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than User without appropriate authorization. DesignFTP reserves the right to refuse registration of, or cancel a DesignFTP User ID in its discretion. User shall be responsible for maintaining the confidentiality of User's DesignFTP password.

INDEMNITY
User will indemnify and hold DesignFTP, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of User's access to the Site, use of the Services, the violation of this Agreement by User, or the infringement by User, or any third party using User's account, of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITY
IN NO EVENT SHALL DesignFTP OR ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN EXCESS OF THE GREATER OF THE AGGREGATE FEES PAID BY USER FOR SUCH SERVICES OR $100; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES; OR (IV) FOR ANY MATTER BEYOND DesignFTP'S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO USER.

TERMINATION
Either party may terminate the Services at any time by notifying the other party by any means. DesignFTP may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if User breaches any of the terms or conditions of this Agreement. Upon termination of User's account, User's right to use the Services, access the Site and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification and limitations of liability.

MISCELLANEOUS
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. DesignFTP shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond DesignFTP's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by User except with DesignFTP's prior written consent. DesignFTP may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind DesignFTP in any respect whatsoever.

Effective Date: May 1, 2008