Terms of Use

Effective November 6, 2012



By using the foliopx.com web site ("Website") and any related services (collectively, the "Service"), you ("You" or "Your") are agreeing to be bound by the terms and conditions set forth in this Terms of Use ("Agreement"). Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, You agree to become bound by the terms and conditions of this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THE WEBSITE AND DO NOT USE ANY SERVICE.

Foliopx, LLC., ("Foliopx" or "Us") reserves the right to update and change the Agreement from time to time without notice. All such modifications shall be subject to this Agreement. Continued use of the Service after any such changes shall constitute Your consent to such changes.

The Service is offered subject to Your acceptance without modification of this Agreement, Foliopx's Privacy Policy, and all other operating rules, policies and procedures that may be published from time to time by Foliopx (collectively, the "Foliopx Policies").

1. Foliopx Services.

Foliopx makes the Service available to You through the Website including, but not limited to, the capability to create, post and exchange digital files. Foliopx may modify or otherwise change the Service from time to time. All such modifications and changes will be subject to this Agreement and any such Foliopx' Policies that accompany the new features of the Service.

2. Limitations on Your Use the Service.

You acknowledge and agree that the Service contains proprietary and confidential information that is Foliopx's property and/or property of Foliopx's suppliers and licensors and is protected by various laws. Subject to the Foliopx Policies, Foliopx grants to You a non-exclusive, non-transferable and revocable license to use the Service. You understand and agree that these rights granted to You are provided on the condition that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile, publicly display, publicly sell, lease, or transfer the Service or any part thereof or likewise attempt to discover any source code, modify the Service in any manner or form, or use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than the interfaces Foliopx provides to You. You are expressly prohibited from sublicensing or selling the Service to any third party or permitting any third party to use the Service. Foliopx does not guarantee the accuracy, integrity or the usefulness of the content available via the Service.

If You create a portfolio on the Website, You are responsible for maintaining the security of Your account and portfolio, and You are fully responsible for all activities that occur under the account and any other actions taken in connection with the portfolio. You must not describe or assign keywords to Your portfolio in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Foliopx may change or remove any description or keyword that it considers inappropriate or unlawful, or that it believes in its sole discretion may damage Foliopx or any third party. You must immediately notify Foliopx of any unauthorized uses of Your portfolio, Your account or any other breaches of security. Foliopx will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

If You operate a portfolio, comment on a portfolio, post material to the Website, post links on the website, or otherwise make (or allow any third party to make) material available by means of the Website (such material hereinafter referred to as, "Content"), You are entirely responsible for the content of, and any harm resulting from, that Content. This is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, You represent and warrant that:

  • The Content You are uploading or linking to is either (i) created solely by You, or (ii) created by a group of individuals or companies with direct involvement by You and for which Content you have obtained permission to upload or link from such individuals or companies;
  • The downloading, copying and use of the Content will not infringe the proprietary rights or any third party, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  • If Your employer has rights to intellectual property You create, You have either (i) received permission from Your employer to post or make available the Content, including but not limited to any software, or (ii) secured from Your employer a waiver as to all rights in or to the Content;
  • You have fully complied with all third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  • The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
  • The Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  • The Content is not pornographic;
  • The Content is not libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
  • Your portfolio is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
  • Your portfolio is not named in a manner that misleads your readers into thinking that you are another person or company. For example, Your portfolio's URL or name is not the name of a person other than Yourself or company other than Your own; and
  • You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Foliopx or otherwise.

By submitting Content to Foliopx for inclusion on the Website, You grant Foliopx a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting Your portfolio and/or the Website. If You delete Content, Foliopx will use reasonable efforts to remove it from the Website, but You acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of the foregoing representations or warranties, Foliopx has the right (though not the obligation) to, in Foliopx's sole discretion (i) remove any content that, in Foliopx's reasonable opinion, violates any Foliopx Policies or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website (or any Service) to any individual or entity for any reason, in Foliopx's sole discretion. If Foliopx takes any such action, Foliopx will have no obligation to provide a refund of any amounts previously paid.

[You understand Foliopx may temporarily disable Your account if You use more than [5] GB/transfer month.] You understand if You downgrade features relating to Your account, You may lose portions of Your Content and You agree that Foliopx will have no liability to You of any kind or nature arising out of or related to loss of Your Content.

3. Foliopx Policies.

As a condition to using the Service, You agree to the terms of the Foliopx Policies. Information collected about You by the Service is subject to the Foliopx Privacy Policy and other Foliopx Policies, which may be updated from time to time without notice to You and is hereby incorporated by reference. The most current version of Foliopx Policies may be found at http://foliopx.com/privacy.cfm.

4. Confidential Information.

You understand and agree that Foliopx may provide to You certain information, some of which may be considered to be confidential information. Confidential information will remain the sole and exclusive property of Foliopx and may not be disclosed to any third party without the prior written consent of Foliopx. You agree to protect Foliopx' confidential information in the same manner You protect the confidentiality of similar information and data of Your own, but in any event, You will exercise no less than a reasonable degree of care.

5. Authorization.

You authorize Foliopx to: (1) disclose the master username and master password that is used to access Your data in the Service to those persons to whom You have authorized Foliopx to disclose to; and (2) send electronic and other transmissions (pursuant to any additional oral or written instructions that You may give to Foliopx from time to time) of any current and future data that is loaded into the Service (the "Electronic Transmissions") to those persons to whom You have authorized Foliopx to disclose to.

6. Fees and Taxes.

All payments due must be made in U.S. dollars unless otherwise indicated. Foliopx accepts [Visa, MasterCard, American Express & Discover] credit cards as payment sources. All payments are final and non-refundable, except in Foliopx's sole discretion. If Your use of the Service is terminated for any reason, whether by You or by Foliopx, You will lose and forfeit any time and credit remaining on Your account with Foliopx.[You must select from the following types of subscriptions for the Service: (i) yearly; or (ii) month-to-month.] All types of the Service are defaulted to renew automatically. Accordingly, as of the anniversary date of Your subscription, You will be charged the current rate Foliopx charges for Your type of subscription to the Service. Your account is provided with the functionality to cancel future automatic renewals.You authorize Foliopx to bill the payment source You provide to Foliopx for all applicable fees. If Your payment source is declined at any time (including, but not limited to situations where Foliopx seeks authorizations or charge attempts), Foliopx may make up to three attempts to reprocess Your payment source. Foliopx reserves the right to disable or cancel Your use of Service immediately. Foliopx reserves the right to charge interest on all of Your past due accounts. Interest shall accrue at the rate of one and one-half percent per month or the highest maximum rate permitted by law, whichever is less, from the date such payment was due until fully satisfied. You are responsible for all of Foliopx's reasonable expenses (including attorneys' fees) incurred by Foliopx relating to collection activities associated with Your past due accounts. You are responsible for all taxes associated with Your use of the Service. If Foliopx is required to collect or pay any taxes relating to Your use of the Service, You will be charged for all such taxes. If You are tax exempt, you must provide Use with a valid tax exempt certificate authorized from the appropriate taxing authority.

7. Access to Service.

You understand that the technical processing and transmission of Your electronic communications is fundamentally necessary to Your use of the Service. You expressly consent to Foliopx's interception and storage of electronic communications and/or Your data (including Your Content), and You understand that Your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Foliopx. You understand that changes to Your electronic communications may occur in order to conform and adapt such data to the technical requirements of connecting networks and devices. You understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that Foliopx is not responsible for any electronic communication and/or Your data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks owned or not owned and/or operated by Foliopx.

8. Termination of Service.

You may cancel Your use of the Service at any time by first logging in then visiting the Billing tab located under Account and clicking the "Cancel Pro Membership" button, or browse to http://foliopx.com/dashboard/account_billing_cancel.cfm then follow the instructions prompted to You. You are solely responsible for canceling your account before the next invoice period. You understand and agree that Foliopx may immediately terminate or suspend Your right to use the Service without notice to You for any reason, including, but not limited to: breaches of this Agreement or Foliopx Policies; requests by law enforcement, government agencies or court order; security and technical issues or problems; non-payment of any fees owed by You; or extended periods of inactivity.

If Foliopx terminates Your right to use the Service, You understand and agree that Foliopx may delete all of Your Content (and any Content associated with You) and that Foliopx will not be liable to You or any third party, for any termination of Your right to use the Service or for the deletion of Your Content. Upon termination, Foliopx will have no further obligation to grant You any access to or use of the Service.

9. Links and Transactions with Third Parties.

Foliopx has no control over any links or other resources available to You via the Service and Your interaction with and third parties via the Service are solely between You and such parties. Foliopx is not responsible for the availability of such external sites or resources, and do not endorse any content, advertising, products, or other materials on or available from such sites or resources. You agree that Foliopx will not be liable, directly or indirectly for any loss or damage of any kind or nature arising out of or related to, or incurred in reliance upon, any such interactions, links, resources or content.

10. Indemnification.

You will indemnify, defend, and hold harmless Foliopx, its subsidiaries, affiliates, employees, officers, directors, and/or agents from and against all liabilities, damages, and costs (including, but not limited to, reasonable attorneys' fees and all settlement costs) arising out of or related to: (i) Your Content; (ii) Your infringement or misappropriation any patent, copyright, trade secret or trademark of any third party; or (iii) Your use of the Services in violation of this Agreement or any of the Foliopx Policies.

11. Representations and Warranties.

In addition to those representations and warranties set forth elsewhere in this Agreement, You represent and warrant that:

  • All of the information You provide to Foliopx is correct;
  • You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You under this Agreement;
  • You own or otherwise have the right to use, post, and disclose Your Content on the Service and that the use of such Content will not infringe or violate any of the rights of any third party pursuant to applicable laws (and hereby grant to Us the right to use, reproduce, display, perform, adapt, modify, distribute and have Your Content distributed);
  • You will not harasses or causes distress or inconvenience to any person via the transmission of obscene or offensive Content;
  • You will not disrupt the normal flow of any access to, or use of, the Service;
  • You agree to comply with all local rules regarding online conduct and acceptable Content; and
  • You will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

12. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. NEITHER Foliopx, ITS SUBSIDIARIES AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, PRODUCT DESCRIPTIONS), SERVICE, PRODUCTS OR VOUCHERS PROVIDED THROUGH THE SERVICE. THE WEBSITE AND ALL CONTENT, STATEMENTS (AS DEFINED BELOW) AND OTHER INFORMATION CONTAINED ON THE SITE, AND PRODUCTS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE WEBSITE AND Foliopx SERVICE ARE MADE ACCESSIBLE OR AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS. Foliopx HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, WEBSITE OR THE CONTENT, STATEMENTS OR OTHER INFORMATION CONTAINED ON THE WEBSITE, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE WEBSITE AND SERVICE, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

13. LIMITATION OF LIABILITY.

IN NO EVENT SHALL Foliopx, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, WEBSITE, THE CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED THEREIN, THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SERVICE OR THESE TERMS OF USE. IN NO EVENT WILL Foliopx'S LIABILITY IN CONNECTION WITH A PRODUCT OR SERVICE EXCEED THE AMOUNTS PAID FOR SUCH PRODUCT OR SERVICE. Foliopx'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE THREE MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR [TWO] HUNDRED DOLLARS, WHICHEVER IS LESS.

14. EXCLUSIONS AND LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH IN SECTIONS 12 AND 13 ABOVE MAY NOT APPLY TO YOU.

15. Copyright Dispute Policy.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe in good faith that materials appearing on this Website infringe Your copyright, You (or Your agent) may send Foliopx a notice requesting that the material be removed, or access to it blocked. This must include:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Foliopx will need direct URLs to the content/image(s) being referenced.
  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

In addition, if You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits you to send Foliopx a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. You acknowledge that if You fail to comply with all of the notice requirements of the DMCA, Your notice may not be valid. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright.

In accordance with the DMCA, Foliopx has designated an agent to receive notification of alleged copyright infringement. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Foliopx's designated agent as follows:

Attention:
Foliopx DMCA Officer
16 Mount Bethel Road, Suite 114
Warren, NJ 07059

Please note: If You materially misrepresent that online material, product, or activity is infringing Your copyrights, You may be liable for damages (including court costs and attorneys' fees) and could be subject to criminal prosecution for perjury. Foliopx suggests that You consult Your legal advisor before filing a notice or counter-notice. In accordance with the DMCA and other applicable law, Foliopx shall, in appropriate circumstances, terminate access, in Foliopx's sole discretion, of any user that Foliopx finds to be a repeat infringer of the copyrights of others. Foliopx may also, in Foliopx's sole discretion, limit or fully terminate access to the Website of any registered user infringing the intellectual property rights of others, regardless of whether such registered user is a repeat offender or not.

16. Miscellaneous Provisions.

  • This constitutes the entire agreement between Foliopx and You and governs Your use of the Service and supersedes any prior agreements between Foliopx and You with respect to the Service.
  • Nothing contained herein will be construed to constitute either party as a partner, employee or agent of the other party, nor will either party hold itself out as such. Neither party has any right or authority to incur any warranty, liability or obligation of any kind (express or implied) on behalf of the other party.
  • Except as otherwise expressly provided herein, this Agreement and the Foliopx Policies will be governed by and construed in accordance with the laws of New Jersey, without effect to its conflict of laws provisions. Any claims or legal proceeding arising out of or related to the Service will be brought solely in the state and federal courts located in New Jersey, and You hereby consent to the jurisdiction of such courts.
  • Foliopx's failure to exercise or enforce any right or provision of this Agreement or Foliopx Policies shall not constitute a waiver of the right or provision. If any provision of this Agreement or Foliopx Policies is found by a court of competent jurisdiction to be invalid, then You agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement or Foliopx Policies remain in full force and effect.
  • Performance by any party of any obligation hereunder shall be excused if and for so long as such breach or failure to perform is caused by a force majeure event, and prompt notice thereof has been given to the other party. If any party fails to perform any duty or obligation hereunder as a result of a force majeure event, such party shall be required to fulfill its obligations hereunder within a reasonable time after the force majeure event ceases to exist.