TaxProSites.com, in conjunction with SendThisFile.com offers the
conjunction with the offering of a file transfer service for
TaxProSites.com subscribers. Please note that your use of this service
in this document. If you have any questions, please contact us at
September 15, 2005
The Site and the Service
(as defined below) are offered under the terms and conditions stated
agreements and documents referenced herein, including any future
amendments to any of the foregoing (collectively, the “Agreement”). By
using the Site and/or the Service, either as a registered user, a
recipient of an e-mail from a registered user, or the user of a
SendThisFile® FileBox (“you” or “your”), you agree to the Agreement.
You agree the Agreement is a binding contract between you and Layer-Z,
Inc. ("Layer-Z"), the company that owns and operates the SendThisFile
website (the “Site”). If you do not wish to be bound to these Terms,
then immediately stop using the Site and the Service.
1. The Agreement. You agree
that no contract or agreement is formed and you have no rights to the
Service, unless and until Layer-Z has agreed to provide you the
Service. You agree that Layer-Z may amend or modify the Agreement at
any time, without prior notice. The changes become effective
immediately upon posting such amended or modified terms on the Site or
if Layer-Z otherwise notifies you of such amended or modified terms.
You agree that, if you use the Site and/or the Service after Layer-Z
so posts or provides such notice of such amendments or modifications,
you have accepted the Agreement as amended or modified. If you do not
accept and abide by such amended or modified Agreement, you may not
use the Site or the Service. Subject to the terms and conditions of
the Agreement, agreement to the Agreement allows you to view the
portions of the Site that are generally available to the public and
download such portions (but only as strictly necessary to aid in the
viewing of the Site and only if all copyright and other proprietary
notices are duplicated) solely for the User’s personal, non-commercial
2. The Service. The
SendThisFile® service is a computer file transfer and storage service
offered by Layer-Z through the Site, the attributes and functionality
of which varies depending on the level of service to which you may
subscribe, all as more specifically described in the Site, together
with the Support Services (the “Service”). One level of the Service
includes accounts for limited Service to registered users and
recipients of an email from a registered user or the user of a
SendThisFile® FileBox, who are not charged fees for use of the Service
(each a “Free User”). Other levels of the Service to registered users
are obtained by payment of fees (each a “Paid User”). Depending which
level of Service you choose, you understand and agree that the Service
may include advertisements of third parties and from Layer-Z. Subject
to the other terms and conditions of the Agreement, agreement to the
Agreement allows you utilize the Service in accordance with the
applicable level specified only for your lawful purposes and only as
strictly necessary to utilize the Services. Additional terms and
restrictions applicable to use of Content are specified in this
Agreement. Except as specifically stated in this Agreement, no other
right or license is granted to you for the Site or the Service, and
any other use is strictly prohibited.
3. Support Services.
During the term and for Paid Users, the Service includes (a) a
reasonable amount of assistance in the use of the Service and
reasonable diagnosing and attempting to resolve problems with the use
or delivery of the Service, and (b) updates and revisions to the Site
and Services that Layer-Z elects to provide to provide to Paid Users
generally (collectively, the “Support Services”). Support Services are
only provided during Layer-Z’s regular business hours and exclude
weekends and Layer-Z holidays. Layer-Z may condition the timing and
delivery of Support Services in whatever method or manner it chooses,
which may include communication via email or through the live chat
system through the Site. In order to take advantage of the Support
Services, you may be required to purchase additional or different
equipment or services from third parties. Layer-Z has no obligation to
provide any other assistance, support, maintenance, or other services
or to perform any assistance by any other method, such as at your
location. If Layer-Z, in its sole discretion, agrees to provide any
additional services, such additional service shall be governed by
4. Fees and Payment.
Paid Users shall be responsible for paying Layer-Z the fees and other
charges and expenses as described on the Site for the applicable
Services. Layer-Z may modify such fees at its discretion, which shall
take effect at the end of the current term of Service. Such fees and
expenses are due and payable prior to Layer-Z performing the Service,
but if Layer-Z performs the Service prior to receiving payment or if
your form of payment is not in good funds or is reversed for whatever
reason, your payment is due upon notice from Layer-Z. All such
payments shall be paid in full when due, without right of deduction or
set-off. You are solely responsible for the payment of any and all
taxes resulting from the Service or the Agreement. In addition to any
other remedies available to Layer-Z, you agree to pay a charge for any
amounts that are more than thirty (30) days past due at the rate of
the lesser of one and one-half percent (1.5%) per month or the
greatest rate allowed by law. When paying by credit or debit card,
Paid User authorizes Layer-Z to charge such card for the full amount
authorized, together with any other amounts due and owing to the
Company as specified in the Agreement, or in the Site, and Paid User
agrees to pay such amounts in accordance with Paid User’s agreement
with the card issuer.
5. Your Obligations and
Agreements. As a condition for using the Site and/or the Service,
you understand and agree:
Information. You will provide current, accurate, and complete
information when registering for the Service. You will promptly inform
Layer-Z if any of your account information changes (such as a change
of address, a change of email address, the closing of an email
account, the cancellation of a credit card, etc.), and if you do not
inform Layer-Z of the change, Layer-Z has the right to take
appropriate action to protect its interests. In return, Layer-Z will
maintain the information you provide in accordance with our Privacy
Policy (as amended from time to time), which is available on the Site.
Use by Minors. The Service is not available to minors. By
accepting these Terms, you agree that you are capable of entering into
a binding agreement.
Security. You must comply with and not attempt to disable or
circumvent any security device or procedure associated with the Site
or the Service. You agree you are responsible for maintaining the
confidentiality of the password you choose to use in conjunction with
the Service. You may not allow anyone else to use your account without
prior, written approval of Layer-Z. You agree that Layer-Z will not be
liable for any loss you may incur as a result of someone else using
your password, either with or without your knowledge. You agree not to
impersonate anyone else, or falsely represent your affiliation with
any other person or entity.
Unlawful Use. You will not use the Site or Service, in whole or in
part, for any unlawful purpose. It is not the responsibility of
Layer-Z to monitor your activities to insure compliance with any
federal, state, or local laws or regulations, although Layer-Z
reserves the right to do so at its discretion.
Content. You are solely responsible for all your activities when
using the Service, including, without limitation, all content you
transmit through the Site or with the Service. Layer-Z is not
responsible for the content of other persons (including, without
limitation, Viruses or content available through links). Layer-Z does
not have an obligation to monitor your activities, your content, or
the content of other person, although Layer-Z reserves the right to do
so in its sole discretion. Layer-Z may take any action with respect to
your activities, your content, or the content of any other person as
Layer-Z deems necessary (including, without limitation, accessing,
reading, preserving, disclosing, removing, or refusing to distribute
the same) in order to (1) satisfy any applicable law or governmental
order, (2) enforce the Agreement or investigate any potential
violation of the Agreement, (3) detect, prevent, or otherwise address
acts of fraud or security or technical issues, (4) respond to requests
for Support Services, (5) protect the rights, property, or safety of
Layer-Z or any person or preserve any of the foregoing from liability,
or (6) exercise any other right or remedy available to Layer-Z.
Interference with Others. You will do nothing to impair the normal
operation of the Site or Service, and you will do nothing to restrict
or inhibit any other person from using and enjoying the Site and
Service. You will do nothing that will damage or disable the Site or
Service. You will not attempt to access unauthorized access to
information or content belonging to any other party using the Site or
Prohibited Activities. You will not use the Service to send chain
letters, unsolicited commercial email (also known as spam), junk
email, or other unsolicited messages; transfer any material that is
protected by any patent, trademark, trade secret, copyright or other
proprietary rights of any party unless you have sole ownership over
that material or have received all necessary consents to distribute
that material; transmit files that contain viruses, Trojan horses,
worms, corrupted files, or any other software, programs, or code that
may damage the operation of another's computer or the data or property
of another (a “Virus”); or transmit any material that is harmful to
minors. Layer-Z may supplement this list of prohibited activities from
time to time, which will be effective upon notice to you and/or
posting on the Site.
Disclosure of Information. Layer-Z, in its sole discretion, may
disclose any information about you, your account, or your activities
regarding the Service that Layer-Z deems necessary to satisfy any
applicable law, regulation, legal process or governmental request or
enforce the Agreement. The Site and the Service is offered, stored,
and processed in the United States. By using the Service, you consent
to transfer of information outside of your country.
Data Storage. When using the Service, your personal data is
temporarily stored on our servers as part of the normal operating
process of providing the Service. Regardless of any encryption used,
or other precautions taken, you understand that Layer-Z cannot
guarantee complete privacy with regard to the files you transmit over
the Service. You agree that Layer-Z has no responsibility or liability
for the deletion, corruption, or failure to store any data stored or
transmitted by the Service. You understand that Layer-Z does not back
up the files on the Site or through the Service, and you agree that
you are responsible for keeping back-up copies of all files uploaded
to the Service.
6. DMCA Complaints.
Policy. It is Layer-Z’s policy to respond to notices of alleged
infringement in compliance with the Digital Millennium Copyright Act
(“DMCA”) and other applicable intellectual property laws, which may
include removing or disabling access to material claimed to be the
subject of infringing activity. If Layer-Z removes or disables access
to comply with the DMCA, Layer-Z will make a good-faith attempt to
contact you so that you may make a counter notification pursuant to
sections 512(g)(2) and (3) of the DMCA. It is Layer-Z’s policy to
document all notices of alleged infringement on which Layer-Z acts.
Please note that you will be liable for damages (including costs and
attorneys' fees) if you materially misrepresent that a product or
activity is infringing or not infringing the copyrights of others.
Notice. To file a notice of infringement with Layer-Z, you must
provide a written communication (by fax or regular mail—not by email,
except by prior agreement) that: (1) identifies in sufficient detail
the copyrighted work that you believe has been infringed, (2)
identifies the material that you claim is infringing the copyrighted
work you listed, including any file name, message ID, and/or URL of
such material, (3) provides information reasonably sufficient to
permit Layer-Z to contact you (email address is preferred), (4)
includes the following statement: “I have a good faith belief that use
of the copyrighted materials described above on the allegedly
infringing web pages is not authorized by the copyright owner, its
agent, or the law,” (5) is signed by you, and (6) is sent to the
address or number written below.
(c ) Counter Notice.
You may make a counter notification pursuant to sections 512(g)(2) and
(3) of the DMCA. When Layer-Z receives a counter notification, Layer-Z
will reinstate the material in question. To file a counter
notification, you must provide a written communication (by fax or
regular mail—not by email, except by prior agreement) that: (1)
identifies the specific file names, message IDs, and/or URLs of
material that Layer-Z has removed or to which Layer-Z has disabled
access; (2) includes your name, address, telephone number, email
address, and a statement that you consent to the jurisdiction of
Federal District Court for the judicial district in which your address
is located (or Kansas, if your address is outside of the United
States), and that you will accept service of process from the person
who provided notification to Layer-Z of infringement or an agent of
such person; (3) includes the following statement: "I swear, under
penalty of perjury, that I have a good faith belief that each search
result or message identified above was removed or disabled as a result
of a mistake or misidentification of the material to be removed or
disabled;" (4) is signed by you; and (5) is sent to the address or
number written below.
7. Term, Termination, and Remedies.
Term. If you are a Paid User, the term of the Services and the
Agreement is month-to-month beginning at the first day of each
calendar month (or, if you subscribed after the first of a calendar
month, on the effective date of the beginning of the Services) and
ending on the last day of each calendar month.
Termination. Except as stated below, you agree that Layer-Z may
modify, suspend, discontinue, or otherwise terminate the Service or
the Agreement, on a temporary or permanent basis, at any time, in
whole or in part, for any reason or no reason, with or without notice,
and without liability to you. For example and without limitation,
Layer-Z may terminate or suspend your access to the Service for lack
of use; for failure to pay account fees within the period of time
designated by Layer-Z; for registering more than one free account; for
engaging in multiple, simultaneous uploads from within either one free
account, or by using multiple free accounts; for maintenance of the
Site or performance of Support Services; for failure to follow the
rules posted on the Site or in these Terms; for actions outside these
Terms; or for any other reason determined by Layer-Z. Unless you have
violated the terms and conditions of the Agreement, if you are a Paid
User, a material modification that negatively impacts the Service or a
suspension, discontinuance, or other termination of the Service or the
Agreement will occur at the end of the current term of the Service.
Notwithstanding the foregoing, Layer-Z may make a material
modification that negatively impacts the Service or suspend,
discontinue, or otherwise terminate the Service or the Agreement at
any time by refunding you the prorated portion of the fees you have
paid for the current term of the Service through the end of that term.
Continuation of the Service by a Paid User after any such material
modification or suspension constitutes the Paid User’s agreement to
waive any claim for any refund of fees.
Other Remedies. In addition or as an alternative to termination,
cancellation, or discontinuance of the Site and/or the Service,
Layer-Z may take whatever action is deems necessary or convenient, in
its sole discretion, in the event of your breach of Agreement. Such
actions may include, without limitation, suspending your access to the
Site, the Service, or files or content in your account, deleting your
account(s), deleting files you have uploaded, blocking your IP
address, or any other technical or legal means at Layer-Z's disposal.
Termination. You may cancel your use of the Services and the Site
at any time by providing notice to Layer-Z. Except as otherwise stated
in these Terms, you shall have no right to a refund of any fees paid,
and you shall be obligated to make any payments due Layer-Z through
the end of the term of the Services, if any.
Affect of Termination. Upon expiration, termination, cancellation,
or discontinuance of the Site and/or the Service to your right to use
the Site and/or Service immediately ceases and you will have no right
to access your account or any files or other content contained in your
account, although residual copies may be retained in Layer-Z’s system.
Layer-Z may retain any such files or other content at its discretion.
The provisions of Sections 4 through 11 of these Terms shall survive
the expiration, termination, cancellation, or discontinuance of the
Site and/or the Service.
8.Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE
THAT YOUR USE OF THE SITE AND/OR THE SERVICE IS AT YOUR SOLE RISK.
LAYER-Z AND ITS SUPPLIERS PROVIDE THE SERVICE "AS IS" AND WITHOUT ANY
WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT,
TITLE AND NON-INFRINGEMENT. LAYER-Z MAKES NO WARRANTY THAT THE SITE OR
THE SERVICE WILL: MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY,
PROPERLY STORED OR DELIVERED, ACCURATE, SECURE, ERROR-FREE, OR FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS, AND THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL
TRANSMITTED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS
DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA
THAT RESULTS FROM THE TRANSMISSION OF ANY SUCH MATERIAL.
9. Limitation of Liability.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, LAYER-Z DOES NOT
CONTROL, ENDORSE OR VALIDATE ANY TRANSMISSIONS SENT VIA THE SERVICE,
THEREFORE, LAYER-Z SPECIFICALLY DISCLAIMS AND YOU HEREBY RELEASE
LAYER-Z FROM ANY LIABILITY RESULTING FROM YOUR USE OF THE SITE,
PARTICIPATION IN THE SERVICE, YOUR INABILITY TO USE THE SERVICE, OR
THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE. IN NO
EVENT SHALL LAYER-Z AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT,
INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR
ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF USE, LOSS OF DATA OR LOSS OF PROFITS (HOWEVER ARISING,
INCLUDING NEGLIGENCE) EVEN IF LAYER-Z OR ANY OF ITS SUPPLIERS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF, OR IN
CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE, THE
PROVISION OF OR FAILURE TO PROVIDE SERVICES, FOR ANY CONTENT OR
MATERIALS OBTAINED THROUGH THE SITE, THE SERVICE, OR OTHERWISE ARISING
OUT OF THE SAME, THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR
ILLEGAL STATEMENTS OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT
OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY, OR ANY OTHER
MATTER RELATING TO THE SITE OR THE SERVICE. REGARDLESS OF THE
INCIDENT, IN NO CASE SHALL LAYER-Z BE LIABLE FOR MORE THAN THE CURRENT
MONTH’S FEES PAID, IF ANY.
SOME STATES DO NOT ALLOW
THE DISCLAIMER OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, SO
THE FOREGOING DISCLAIMERS LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE
DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICE, OR WITH ANY
DISCONTINUE USE OF THE SERVICE.
Without limiting the
foregoing, under no circumstances shall Layer-Z or its suppliers be
held liable for any delay or failure in performance resulting directly
or indirectly from acts of nature, forces, or causes beyond its
reasonable control, including, without limitation, Internet failures,
computer equipment failures, telecommunication equipment failures,
other equipment failures, electrical power failures, strikes, labor
disputes, riots, insurrections, civil disturbances, shortages of labor
or materials, fires, floods, storms, explosions, acts of God, war,
governmental actions, orders of domestic or foreign courts or
tribunals, non-performance of third parties, or loss of or
fluctuations in heat, light, or air conditioning.
10. Intellectual Property Rights.
Except as stated herein, you acknowledge that Layer-Z owns all right,
title, and interest in and to the Site and Service, including, without
limitation, all content and intellectual property rights therein,
which are protected by U.S. and international intellectual property
laws. Layer-Z is a service mark and SendThisFile® and the Yellow File
Folder Logo are federally registered service marks of Layer-Z, Inc.
Other product and company names mentioned herein may be the trademarks
or service marks of their respective owners. You agree that you will
not in any way, directly or indirectly copy, reproduce, produce,
distribute, transmit, alter, modify, or create derivative works of the
Site, the Service, or any content therein. Any rights not expressly
granted herein are reserved.
Choice of Law; Venue. You agree that this agreement shall be
governed by the laws of the State of Kansas, U.S.A. You hereby
irrevocably consent to the exclusive jurisdiction and venue of courts
in Sedgwick County, Kansas, U.S.A. in all disputes arising out of or
relating to the use of the Site or Service.
Beneficiaries. You are not a beneficiary of any obligation Layer-Z
owes to a third party, and no other person is a beneficiary of any
obligation Layer-Z owes to you.
) Relationship. You agree that no joint venture, partnership,
employment, or agency relationship exists between you and Layer-Z as a
result of the Agreement, or the use of the Site or Service.
Indemnification. You agree to indemnify and hold Layer-Z, its
owners, subsidiaries, affiliates, officers, directors, and employees,
harmless from any claim, demand, or damage, including reasonable
attorneys' fees, asserted by any third party due to or arising out of
your use of or conduct in the use of the Site and/or Service.
Severability. If any provision of the Agreement is held to be
invalid or unenforceable including, but not limited to, the warranty
disclaimers and liability limitations set forth above, then such
provision shall be struck and the remaining provisions shall be
No Waiver. Layer-Z’s failure to act with respect to a breach by
you or others does not waive Layer-Z’s right to act with respect to
subsequent or similar breaches.
No Assignment. You may not assign or transfer any right or duty
under the Agreement, including, without limitation, the Service, and
any attempt to the contrary is void.
Integration; Amendment. The Agreement is the entire understanding
and agreement between you and Layer-Z with respect to the subject
matter hereof. When in conflict, these Terms control over other
provisions of the Agreement. Except as specified herein, no amendment
may be made to the Agreement unless the same is in writing and signed
by an authorized representative of Layer-Z.
Headings. The section titles in these Terms are for convenience
only and have no legal or contractual effect.
Copies. A printed version of this agreement shall be admissible in
judicial or administrative proceedings based upon or relating to this
agreement to the same extent and subject to the same conditions as
other business documents and records originally generated and
maintained in printed form.
The SendThisFile® service
is operated by Layer-Z, Inc. Wichita, Kansas 67203-1046 U.S.A.
Copyright © 2003-2005
Layer-Z, Inc. All Rights Reserved.
Address and Fax Number for
DMCA Complaints, Notices, and Counter Notices:
Attn: DMCA Complaints
2116 N McComas St.
Wichita, KS 67203-1046
Fax: 215-895-9813, Attn:
[End of Terms]