Effective on: 12/16/05

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

This Agreement is between UploadSystem ("UploadSystem") and you ("you" or "Customer"), as an authorized user of UploadSystem Services, and governs the terms and conditions of your use of UploadSystem Services. This Agreement, together with any operating rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference and published from time to time by UploadSystem (collectively, the "Agreement"), constitutes the entire agreement between UploadSystem and you regarding UploadSystem Services, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. Notwithstanding the foregoing, your use of any software provided by UploadSystem related to the Services shall be pursuant to a separate agreement governing Customers' use of such software. For purposes of this Agreement, "UploadSystem Services" or "Services" are defined as any and all services provided by UploadSystem to you either now or in the future. By using UploadSystem Services, you confirm your acceptance of, and agree to be bound by, this Agreement.

Definition of Terms

1. UploadSystem is referred to herein as "UploadSystem," "we," "us," or "our."
2. You, as the user, are referred to herein as "you," "user," "subscriber," "client," or "customer."
3. The equipment and software owned, leased, used by, or maintained for or by UploadSystem are referred to herein as "the UploadSystem system" or "system."
4. User files, directory structure, and file content are referred to herein as user files.
5. Information stored in and/or gathered by UploadSystem's system about the user, user's files, and user's system usage (user's meta-information) are referred to herein as "user data."

Description of Service.
UploadSystem is in the business of providing Internet-based data storage resources. It is our goal to provide you with the best access possible to data storage resources available through the Internet. Our business depends upon it and UploadSystem is strongly motivated to achieve success. We want you to have the best possible experience in dealing with UploadSystem and using UploadSystem's services.

UploadSystem offers the Services at its Website www.uploadsystem.com Individually, the Services are:

1. UploadSystem Plus
   UploadSystem Plus includes but is not limited to: (i) 1GB of online storage space (ii) sharing functionality (iii) backup functionality. UploadSystem Plus is hereinafter referred to as "Plus" or "Plus Service".

Plus Service Usage; Fair Use Policy.
As a Plus Service Customer, you will receive usage of all the services mentioned above.

PLEASE NOTE, HOWEVER, THAT YOUR USE OF THE SERVICE IS SUBJECT TO UPLOADSYSTEM’S "FAIR USE" POLICY. YOU WILL BE IN VIOLATION OF THIS POLICY IF, WITHIN ANY MONTH, YOUR USAGE GREATLY EXCEEDS MORE THAN THE AVERAGE LEVEL OF MONTHLY USAGE OF UPLOADSYSTEM’S PAID SUBSCRIPTION CUSTOMERS GENERALLY. FOR PURPOSES OF THIS POLICY, "USAGE" MEANS THE TOTAL AMOUNT OF BANDWIDTH A FILE/FOLDER HOSTED AND SHARED FROM OUR SERVICE GENERATES, AS DETERMINED BY US IN OUR SOLE DISCRETION. WE RESERVE THE RIGHT TO AT ANYTIME ENFORCE THIS POLICY IN ACCORDANCE WITH ITS TERMS (I.E., USAGE WITHIN ANY MONTH IN EXCESS OF MORE THAN THE AVERAGE LEVEL OF MONTHLY USAGE OF OUR SUBSCRIPTION CUSTOMERS GENERALLY).

IN THE EVENT YOU ARE DEEMED TO HAVE VIOLATED THIS POLICY, AN UPLOADSYSTEM REPRESENTATIVE WILL ATTEMPT TO CONTACT YOU TO REACH AGREEMENT ON A REVISED PRICING PLAN WHICH WILL PERMIT YOU TO CONTINUE TO USE THIS PAID SUBSCRIPTION SERVICE. HOWEVER, UPLOADSYSTEM RESERVES THE RIGHT TO TERMINATE OR SUSPEND YOUR ACCOUNT WITHOUT PRIOR NOTICE IN THE EVENT OF A POLICY VIOLATION.

You will have the option to subscribe for additional services that UploadSystem offers as described on the UploadSystem Website, all subject to the terms of this Agreement or another agreement specific to those additional services.

Registration.
To use the Service, you must submit a complete UploadSystem registration form, which is available at http://www.uploadsystem.com/signup.php (the "Registration Form"), on your behalf. As part of the registration process for the Service, you agree to: (1) provide certain limited information about you as prompted to do so by the Service (such information to be current, complete and accurate) and (2) maintain and update this information as required to keep it current, complete and accurate. The information requested on original signup shall be referred to as registration data ("Registration Data"). If UploadSystem discovers that any of your Registration Data is inaccurate, incomplete or not current, UploadSystem may terminate your right to access and receive the service immediately upon notice. UploadSystem will evaluate the registration application in good faith and will notify you in a timely manner regarding acceptance or rejection. UploadSystem may reject a registration application if it determines, in its sole discretion, that the user is not an appropriate subscriber or user of the Service. UploadSystem reserves the right to refuse the Service to any user who has canceled any number of previous Service accounts. UploadSystem need not provide a reason for its rejection. If UploadSystem rejects your application, then you may reapply and UploadSystem will reconsider the application. You may not register for this Service if you are under 18 years of age. By registering for this Service you represent to UploadSystem, that you are 18 years of age or older. Upon acceptance of this agreement and completion of the registration process you will have opened an account with UploadSystem and will become a subscriber to the UploadSystem Service.

Non-Transferable Membership.
UploadSystem grants you a personal, non-exclusive, non-transferable license to use the products and software contained in or made available through the Service (the "Content") solely for your own internal purposes. All rights not expressly granted by UploadSystem to you are retained.

Restrictions.
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your personal use. Unauthorized use of the Service, or the resale of the Services without UploadSystem's prior written consent, is expressly prohibited. You shall not copy, license, sell, transfer, transmit, make available, distribute, publish, or assign this license or the Content in any format to any third party.

Third Party Interaction.
In your use of the Service, you may enter into correspondence with, purchase goods and/or services, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. UploadSystem shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

Links to Third Party Sites.
UploadSystem does not endorse any sites on the Internet that are linked through the Service. UploadSystem is providing these links to you only as a matter of convenience, and in no event shall UploadSystem be responsible for any content, products, or other materials on or available from such sites.

User Accounts.
A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with UploadSystem. To open a user account, you or your company must complete the registration process by providing UploadSystem with current, complete and accurate information as prompted by the registration form. In registering for the Service, you agree to submit accurate, current and complete information about you and promptly update such information. Should UploadSystem suspect that such information is untrue, inaccurate, not current or incomplete, UploadSystem has the right to suspend or terminate your usage of the Service. You will choose a personal, non-transferable password. User accounts cannot be "shared" or used by more than one individual.

User Responsibilities.
You are also solely responsible for any and all activities that occur under your account and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify UploadSystem immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. UploadSystem shall not be responsible for any unauthorized access to, or alteration of, your transmissions or data, any material, information or data sent or received, regardless of whether the data is actually received by UploadSystem, or any transactions entered into through the Service or failure to abide by this Agreement. DO NOT MISUSE OR ABUSE OUR SYSTEM OR OUR SYSTEM RESOURCES (I.E. BANDWIDTH). YOUR ACCOUNT WILL BE IMMEDIATELY TERMINATED.

Account Information and Data.
UploadSystem does not own any data, information or material that you submit to the Service or store in your account ("Data"). UploadSystem will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement. Please be aware that UploadSystem does provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties but such information will not include personally identifying information and that your Internet protocol address is not transmitted with each message sent from your UploadSystem account. UploadSystem may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not UploadSystem, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and UploadSystem shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.

Activity of Account.
If user does not access his or her account for a period of one hundred and twenty (120) days or more, UploadSystem may (in its own discretion) remove and/or purge user's data and account from the system. At its own discretion, UploadSystem may make at least two attempts, at least fifteen (15) days prior to deletion, to alert user of the pending deletion via his/her provided e-mail address. User agrees and acknowledges that no other notification is necessary and that e-mail provides an entirely adequate, sufficient, and complete means by which notice may be given user by UploadSystem. If user does not respond to UploadSystem, UploadSystem will deem the account abandoned and user's data may be immediately purged from the system. UploadSystem advises users to please keep their accounts and contact data current and in use or they will be purged.

While UploadSystem endeavors to prevent viable accounts and data from being purged prematurely, UploadSystem is under no obligation to maintain abandoned accounts. User agrees that lack of activity for one hundred and twenty (120) days or more conclusively indicates that user's account is abandoned and that all data associated with the account may be deleted and/or purged.

Payment of Fees.
UploadSystem offers its Service, as described on the UploadSystem website (www.uploadsystem.com) and as published within the Service, for monthly or annual fees (the "Fees") which you will pay to UploadSystem by authorized credit card. The Fees applicable for the Service are available at www.uploadsystem.com and as published within the Service. UploadSystem reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email). Your authorized credit card will automatically be charged Fees on the day you sign up for the Service. Thereafter, the Fees will automatically be charged to your authorized credit card, in advance, on the date of the month the Service was initially charged. In the event you cancel the Service, UploadSystem will not refund any Fees already paid by you.

Your UploadSystem account will be considered delinquent if your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. The Service may be suspended, archived or purged from system if account is delinquent for more than one billing cycle. UploadSystem may impose a charge to restore archived data from delinquent accounts.

If you believe UploadSystem has billed you incorrectly, you must contact UploadSystem no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to UploadSystem's Customer Support department (support@uploadsystem.com).

UploadSystem may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by UploadSystem thirty (30) days after the mailing date of the invoice, or the Service may be terminated. Unpaid invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, plus all expenses of collection.

Please remember that UploadSystem bills you immediately for the extra space you order. You will initially be charged a pro-rated charge for the upgrade based on the number of days left until your regular billing date. Subsequently, you will be billed for all subscription charges on the normal billing date for your account. If you choose to cancel the extra space after your card has been billed for the month, you will not be reimbursed for the days you did not use the extra space.

Trial Offers, Coupons, Credits and Special Offers.
UploadSystem reserves the right to discontinue or modify coupons, credits and special promotional offers at our discretion. The Free Trial offer associated with UploadSystem Plus entitles new, registered subscribers to a one-time free trial usage of the service. Free Trial terms vary by promotional offer. At the end of the trial period You will be automatically subscribed and we will bill your credit card for the fees to the Service plan You selected at registration or to a default Service plan for trial subscribers selected by UploadSystem. If You wish to terminate the trial and do not wish to subscribe to a plan, You must cancel before the end of your trial period. For cancellation instructions, log in to your account and click on the Support section of your My Account page.

User Conduct.
You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with the Service. In addition, without limitation, you agree not to use the Service to: (a) use information from the Service in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots; (f) interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (h) harass or interfere with another user's use and enjoyment of the Service.

UploadSystem has no obligation to monitor the Service and/or Content or any user's use thereof or retain the content of any user session. However, UploadSystem reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

Termination.
UploadSystem, in its sole discretion, may terminate your password, account or use of the Service and remove and discard any Data within the Service if you fail to comply with this Agreement. You may terminate your user account upon notice to UploadSystem at any time; however, you will not receive a refund of any portion of your fees paid to UploadSystem. Upon termination by UploadSystem or at your direction, you may request a file of your Data, which UploadSystem will make available for a fee. You must make such request at the notification of termination to receive such file within (30) days of termination. Upon termination of an account, your right to use such account and the Service immediately ceases. UploadSystem shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third party.

Proprietary Rights.
Except for the licenses granted herein, you have no right, title or interest in or to the Service or any Content. You agree that UploadSystem or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Service and Content, including, without limitation, text, images, and other multimedia data. UploadSystem and/or other UploadSystem products and services referenced herein are either trademarks or registered trademarks of UploadSystem.

Copyrighted Material.
You agree that in no circumstances will copyrighted materials (for example, copyrighted music files) be uploaded and/or shared through the UploadSystem service. UploadSystem retains the right to terminate an account that contains copyrighted music or other copyrighted material that has not been legally obtained. In addition, UploadSystem does not permit sharing copy-protected works including copyrighted music files.

Indemnification.
You shall indemnify and hold UploadSystem and its parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Service (including the Content) or breach of this Agreement.

Disclaimer of Warranties.
UPLOADSYSTEM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. UPLOADSYSTEM DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, (V) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY UPLOADSYSTEM.

Limitation of Liability.
IN NO EVENT SHALL UPLOADSYSTEM'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL UPLOADSYSTEM BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF UPLOADSYSTEM HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

Local Laws and Export Control.
UploadSystem controls and operates this Service from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. UploadSystem makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. You shall comply strictly with all United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

Modification to Terms.
UploadSystem reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service and/or by sending you an email message. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

General.
This Agreement will be governed by South Dakota law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You shall bring all disputes, actions, claims, or causes of action related to this Agreement or in connection with the Service only in the federal and state courts located in South Dakota. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and UploadSystem as a result of this agreement or use of the Service. The failure of UploadSystem to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UploadSystem in writing. UploadSystem has the right to assign any or all of its rights and obligations under this Agreement at any time. This Agreement comprises the entire agreement between you and UploadSystem and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.