Last Updated: June 27, 2011
FlipDrive.com (“FlipDrive”, “Us”, “Our”, “We”) offers its Services to you (“Member”, “User”, “you”, “Customer”, “Client”) under the terms and conditions of this FlipDrive Terms of Service agreement (“TOS”). This TOS outlines the rules and regulations for Your use of the FlipDrive Services. The TOS comprises the entire agreement between Member and FlipDrive and supersedes all prior agreements between the parties regarding the subject matter contained herein. FlipDrive reserves the right, at its sole discretion, to update or revise TOS at any time. Please check the TOS periodically for changes. Your continued use of the Service following the posting of any changes to the TOS constitutes acceptance of these changes.
FlipDrive offers the Services at its Website https://www.flipdrive.com. The Services are:
1. FlipDrive Paid Service
You will be charged fees (the "Fees") for this service. This FlipDrive service is hereinafter referred to as "Personal Account", "Pro Account", "Business Account", or "Paid Service"
2. FlipDrive Free Service
You will not be charged any fees for this service. This is a Free Service supported by advertisements. This FlipDrive service is hereinafter referred to as “Basic Account” or “Free Service”
FlipDrive provides space storage for each Service type mentioned above. Space is provided in megabytes (“MB”) and gigabytes (“GB”). For practical reasons, whenever space is mentioned in GB on the FlipDrive website, 1 GB represents 1,000 MB of storage space.
A Member account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with FlipDrive. To open a Member account, you or your company must complete the registration process by providing FlipDrive with current, complete and accurate information as prompted by the registration form. The information requested on join form shall be referred to as registration data (“Registration Data). In registering for the Service, you agree to submit accurate, current and complete information about you and promptly update such information. Should FlipDrive suspect that “Registration Data” is untrue, inaccurate, not current or incomplete, FlipDrive has the right to suspend or terminate your usage of the Service. Member account cannot be "shared" or used by more than one individual.
You may not register for this Service if you are under 18 years of age. By registering for this Service you represent to FlipDrive, 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 FlipDrive and will become a subscriber to the FlipDrive Service.
You will choose a personal, non-transferable password. You are solely responsible for the safeguard of your password. The password may not be shared with any other individual or group. A user is fully responsible for all activities, which occur through the use of the password.
a. Paid Service Usage; Fair Use Policy
YOUR USE OF THE PAID SERVICE IS SUBJECT TO FLIPDRIVE’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 OTHER FLIPDRIVE’S PAID SERVICE SUBSCRIPTION MEMBERS 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 MEMBERS GENERALLY).
IN THE EVENT YOU ARE DEEMED TO HAVE VIOLATED THIS POLICY, A FLIPDRIVE 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, FLIPDRIVE RESERVES THE RIGHT TO TERMINATE OR SUSPEND YOUR ACCOUNT WITHOUT PRIOR NOTICE IN THE EVENT OF A POLICY VIOLATION.
b. Free Service Usage; Fair Use Policy
The Free Service and all software associated with it is for PERSONAL, NON-COMMERCIAL USE ONLY, AND EACH CUSTOMER IS LIMITED TO ONE (1) FREE FLIPDRIVE ACCOUNT. If you intend to use the Service for commercial use, or you or your company desire more than one (1) Free FlipDrive account, then you must, and you agree to, upgrade to a Paid Service. If FlipDrive ultimately determines, in its sole discretion that you have violated the foregoing limitations on the Free Service or any associated software, FlipDrive reserves the right to immediately terminate your Service and to collect from you the amount you would have been required to pay for our Paid Service during the period of your non-compliance. You agree to pay this amount to FlipDrive, plus FlipDrive's cost of conducting any audits that, in FlipDrive's sole discretion, reveal non-compliance.
YOUR USE OF THE FREE SERVICE IS SUBJECT TO FLIPDRIVE’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 OTHER FLIPDRIVE’S MEMBERS 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 MEMBERS GENERALLY).
IN THE EVENT YOU ARE DEEMED TO HAVE VIOLATED THIS POLICY, FLIPDRIVE WILL ATTEMPT TO NOTIFY YOU OF THE VIOLATION VIA EMAIL AND OFFER TO UPGRADE YOU TO A PAID SERVICE SUBSCRIPTION. IF YOU ELECT NOT TO UPGRADE, YOUR ACCOUNT WILL BE TERMINATED. ANY FAILURE BY FLIPDRIVE TO ENFORCE THIS POLICY WILL NOT PRECLUDE US FROM ENFORCING IT AT ANYTIME IN THE FUTURE, WHETHER FOR PAST OR CURRENT VIOLATIONS.
FlipDrive does not own any data, information or material that you submit to the Service or store in your account ("Data"). FlipDrive will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except when required by law enforcement officials to do so or by public authorities or when we believe in good faith that law requires it. Please be aware that FlipDrive 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 FlipDrive account. FlipDrive may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not FlipDrive, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and FlipDrive shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
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 FlipDrive 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. FlipDrive 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 FlipDrive, 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.
All prices are stated in US dollars and are valid until altered by us. Prices do not include delivery charges or any import duties that may be added by the order destination country. Postage will be added to your order during the checkout process. In the event that you order products and the price published on the Service was incorrect, FlipDrive will contact you to let you know the correct price and ask you whether you still wish FlipDrive to fulfill your order at the correct price. Any dates specified for delivery of any products are intended to be an estimate only.
We do our best to send you the highest quality products. However, there are situations that are beyond our control. FlipDrive is not responsible for the following:
a. Errors in spelling, punctuation, or accuracy in the text entered by the customer. Please preview any custom text carefully and correct any mistakes prior to placing your order. FlipDrive does not and will not proofread for (or correct) any such mistakes.
b. Poor quality resulting from the use of low-resolution or poor quality images. A warning will appear if you select a low-resolution image; at that point, you may continue to use the image, but at your own risk.
c. Errors in user-customizable features, such as enhancements, choice of finish (where offered), cropping, border selection, size (where available) and formatting.
FlipDrive 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 FlipDrive to you are retained.
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 FlipDrive'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.
You will be charged Fees for the Paid Service, which you will pay to FlipDrive by authorized credit card. The Fees applicable for the Service are available at www.flipdrive.com and as published within the Service. FlipDrive reserves the right to change the Fees or applicable charges and to enforce new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email). Your authorized credit card will be charged automatically and immediately with the amount of Fees on the day you sign up for the Service or the expiration of the initial trial period, if any, whichever is later.
a. Free Service
If you registered for a Free Service and at a later time decide to upgrade your account Paid Service, you will immediately be charged applicable Fees, and your upgrade date will become Billing Date on your account
If account is upgraded on 29th, 30th, or 31st day of the month, Billing Date will be set as the 1st of the next month.
b. Paid Service
If you registered for Paid Service on 29th, 30th, or 31st day of the month, Billing Date will be set as the 1st of the next month.
Your FlipDrive 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. FlipDrive may impose a charge to restore archived data from delinquent accounts.
If you believe FlipDrive has billed you incorrectly, you must contact FlipDrive 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 FlipDrive's Customer Support department.
Please remember that FlipDrive bills you immediately for the extra space you order, with the amount of Fees pro rated for the number of days remaining until your Billing Date. Thereafter, combined Fees (your previous monthly Fees plus Fees for the extra space) will automatically be charged to your authorized credit card, in advance, on your Billing Date. If you choose to cancel the extra space after your card has been billed for that month, you will not be reimbursed for the days you did not use the extra space.
FlipDrive reserves the right to discontinue or modify coupons, credits and special promotional offers at our discretion. The Free Trial offer associated with FlipDrive Paid Service 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 FlipDrive. 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 My Account option.
a. Your Referral Link is provided to You within My Account section of the FlipDrive website under Refer Friends section of the website.
b. Active Referral is considered a referral who have clicked on Your Referral Link, signed up for a FlipDrive account and activated their account. Once new User joins FlipDrive by default they have Pending Account. Upon completion of the sign up process each User receives account activation email from FlipDrive. Once Your Referral will click on this link and activate their account, such referral will become your Active Referral and at that time Bonus Space will be added to Your account. You will only receive Bonus Space for Active Referrals.
c. In the event when You and another Flipdrive Member will send out Your Referral Links to the same person, whoever Referral Link new User clicks on last will get Bonus Space.
d. If you have a Free Service then you will be credited 250 MB of Bonus Space for each Active Referral, up to a total of 4 GB of Bonus Space.
e. If you have a Paid Service then you will be credited 500 MB of Bonus Space for each Active Referral, up to a total of 20 GB of Bonus Space.
f. If you have a Free Service and will upgrade Your account to a Paid Service, your Bonus Space will be added to your new Paid Account, and all Your future Active Referrals will add 500 MB of Bonus Space to your Account. However all referrals that you've made while having Free Service will remain at 250 MB of Bonus Space for each Active Referral. It is possible that you may end up with 9.75 GB of Bonus Space, while having Paid Service. If such situation occurs then next Active Referral will only add 250 MB of Bonus Space to Your Account due to the maximum limitation of 10 GB of Bonus Space which You can earn for Your Active Referrals.
g. If you had a Paid Service and will be downgrading to a Free Service, then all of your Bonus Space will be recalculated and you will receive 250 MB of Bonus Space for each Active Referral. Since under Free Service You can have a maximum of 16 Active Referrals, and under Paid Service You can have a maximum of 20 Active Referrals, after downgrade to a Free Service you will only get Bonus Space for Your first 16 Active Referrals.
h. If your Active Referral will decide to cancel their Account, or such account will be cancelled by FlipDrive Staff, then Bonus Space for such User will be subtracted for your Total Bonus Space, and such person will no longer be counted as your Active Referral.
i. You may not obtain Referrals by Spamming.
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, 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, cancel bots; (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 Member's use and enjoyment of the Service.
FlipDrive has no obligation to monitor the Service and/or Content or any Member’s use thereof or retain the content of any Member session. However, FlipDrive 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.
You agree that in no circumstances will copyrighted materials (for example, copyrighted music files) be uploaded and/or shared through the FlipDrive service. FlipDrive retains the right to terminate an account that contains copyrighted music, images or other copyrighted material that has not been legally obtained. In addition, FlipDrive does not permit sharing copy-protected works including copyrighted music files.
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. FlipDrive shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.
FlipDrive does not endorse any sites on the Internet that are linked through the Service. FlipDrive is providing these links to you only as a matter of convenience, and in no event shall FlipDrive be responsible for any content, products, or other materials on or available from such sites.
FlipDrive, 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 TOS. You may terminate your account upon notice to FlipDrive at any time; however, you will not receive a refund of any portion of your fees paid to FlipDrive. Upon termination of an account, your right to use such account and the Service immediately ceases. FlipDrive shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third party.
FlipDrive, in its sole discretion, may terminate your account if it determines that your account is using excessive bandwidth resources. In such event, FlipDrive will notify you of its decision but will not be liable for showing proof of bandwidth usage since it is a proprietary information.
FlipDrive reserves the right to cancel the Service or to discontinue accounts for users who have Free Service accounts that have been inactive for more than one hundred and eighty (180) days.
Cookies are files that your web browser places on your computer's hard drive and are used to tell us whether you have visited the Service previously. FlipDrive uses a persistent cookie to help save and retrieve information used on the Service. FlipDrive issues a session cookie only to record information for the duration of a specific session. The session cookie does not include either the user name or password of the Member.
You shall indemnify and hold FlipDrive 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.
Except for the licenses granted herein, you have no right, title or interest in or to the Service or any Content. You agree that FlipDrive 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.
FLIPDRIVE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT.
FLIPDRIVE 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 FLIPDRIVE.
BY USING FLIPDRIVE’S SERVICE, YOU RELEASE FLIPDRIVE AND ITS SUBSIDIARIES, PARENTS, LICENSORS, AGENTS, MEMBERS, AFFILIATES, SERVICE PROVIDERS, OFFICERS, CO-BRANCHES OR OTHER PARTNERS, DIRECTORS, AND EMPLOYEES FROM ANY AND ALL LIABILITY REGARDING THE SERVICE. IN NO EVENT SHALL FLIPDRIVE 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 FLIPDRIVE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effects to the parties’ intentions as reflected in the provision, and the other provisions of the such documents remain in full force and effect.
This TOS will be governed by the laws of the state of New York, United States of America, without reference to rules governing choice of laws, and you irrevocably consent to the jurisdiction of such courts.
No joint venture, partnership, employment, or agency relationship exists between you and FlipDrive as a result of this agreement or use of the Service. The failure of FlipDrive 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 FlipDrive in writing.