Terms of Service

Effective September 19, 2026 · Last updated September 20, 2026

The short version, which is not the agreement. FileSaurus is a tool you use to send your own work to your own clients: we host the files and generate the review portal, you keep ownership of everything you upload, and we do not train on it or sell it. Client payments go directly to you on your own Stripe account — we never hold your money and are not part of your deal with your client. Keep your own master copies: this is a delivery tool, not a backup service. Paid plans renew automatically and you can cancel online in one place at any time. Disputes with us go to individual arbitration unless you opt out within 30 days.

The sections below are the actual agreement, and they control. Please read §16, §17, §18 and §19 in particular — they limit our liability and affect how disputes are resolved.

1.Agreement to these Terms

These Terms of Service (the “Terms”) are a binding contract between you and Kerry Ngan (FileSaurus, “we”, “us”) and govern your access to and use of the filesaurus.com website, the FileSaurus application, the client review portals it generates, and every related service, feature and API we provide (together, the “Service”).

By creating an account, clicking a button that says you accept these Terms, opening a review portal or share link, paying an invoice generated through the Service, or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Service.

Eligibility

You must be at least 18 years old and capable of forming a binding contract. The Service is a business tool and is not directed to children. If you accept these Terms on behalf of a company, agency or other organisation, you represent that you have authority to bind it, and “you” means both you and that organisation.

You may not use the Service if you are barred from doing so under the laws of the United States or any other applicable jurisdiction, including if you are located in, ordinarily resident in, or organised under the laws of a comprehensively sanctioned country or region, or if you appear on any restricted-party list maintained by the U.S. government.

Changes to these Terms

We may update these Terms as the Service changes or the law does. If a change materially reduces your rights or increases your obligations, we will give you at least 30 days’ notice before it takes effect, by email to the address on your account or by a notice inside the Service. Other changes take effect when posted. Continuing to use the Service after a change takes effect means you accept the updated Terms; if you do not, your remedy is to stop using the Service and cancel your subscription under §5. The “Last updated” date at the top of this page always reflects the current version.

2.The roles this Service creates

FileSaurus sits between two different kinds of people, and almost every question about responsibility in this document is answered by which one you are.

Creator (also “you”, when you hold an account)
The person or organisation with a FileSaurus account. Creators upload work, build review portals, invite clients, and issue invoices. Creators are our customers.
Client (also “Reviewer”, “Recipient”)
Someone a Creator invites to a portal by link — to watch, comment, approve, download or pay. Clients typically have no FileSaurus account. A Client’s relationship for the work itself is with the Creator, not with us; these Terms govern only the Client’s use of the Service.
Content
Everything a Creator or Client puts into the Service: video, audio, images, documents, project and file names, comments, brand assets, client contact details, invoice line items, and anything else uploaded, generated or transmitted through it.
Portal
A share link, subdomain or review page the Service generates so a Client can see a Creator’s Content.

A Creator’s engagement with their Client — scope, deliverables, revisions, usage rights, price, refunds — is a contract between those two parties. We are not a party to it, do not supervise it, and take no responsibility for it.

3.Your account

You must give accurate registration information and keep it current. You are responsible for everything that happens under your account, including the acts of anyone you give access to and of any Client you invite.

  • Credentials. Keep your password confidential. Notify us at support@filesaurus.com promptly if you learn of any unauthorised access. We are not liable for loss caused by someone else using your credentials, whether or not you authorised them.
  • Share links are bearer tokens. A portal link, download link or preview link grants access to whoever holds it. Treat one like a key: anyone you send it to can forward it. Where the Service offers passwords, expiry, email restrictions or download controls, using them is your choice and your responsibility.
  • One account per person or organisation. Do not share a single seat across people in order to avoid plan limits, resell access, or create accounts by automated means.

4.What FileSaurus is — and what it is not

FileSaurus is software you use to deliver your own work to your own clients. We host and transmit what you upload, transcode it for playback, generate portals and invoices, and pass payment instructions to Stripe. That is the whole of it.

We do not review, endorse or guarantee Content

We do not pre-screen Content and have no obligation to. We may, but are not required to, review, refuse, remove or restrict any Content or Portal at any time. Nothing on a Portal is our statement, our work, or our endorsement of it — including a Creator’s own branding, which appears there because the Creator put it there.

FileSaurus is not a backup or archival service

THE SERVICE IS A DELIVERY AND REVIEW TOOL, NOT A BACKUP SERVICE, AN ARCHIVE, OR A SYSTEM OF RECORD. Storage is finite, tied to your plan, and subject to the expiry and deletion rules in §10. Files can be deleted by you, by someone with access to your account, by a plan downgrade or non-payment, by termination, or by a failure of us or of a provider we rely on.

You must keep your own independent master copies of everything you upload. We are not liable for any loss, corruption or deletion of Content, and we do not guarantee that any file can be recovered.

We are not a payment processor, escrow or fiduciary

Client payments run on Stripe, directly to the Creator. We never hold, control or take custody of your money, and we do not act as an escrow agent, a money transmitter, a collections agency, a trustee or a fiduciary for anyone.

We are not your lawyer, accountant or tax adviser

Invoices, contracts, tax figures and any templates the Service produces are conveniences, not professional advice. You are responsible for the legal and tax correctness of what you send, including determining, collecting and remitting any sales tax, VAT, GST or other tax on your work.

5.Plans, trials, billing and cancellation

Plans

The Service is offered on a free tier and on paid subscription plans. The features, storage quotas, file-size caps and prices for each plan are those shown on our pricing page at the time you subscribe. Quotas are limits, not guarantees of performance.

Free trial

We may offer a free trial of a paid plan — currently 7 days on the Pro plan, one per account, ever. A payment method is collected up front. Unless you cancel before the trial ends, the subscription converts automatically to a paid subscription and your payment method is charged at the then-current rate. We show the trial end date in the app and in billing settings. We may change or withdraw trial offers at any time, and may deny a trial to anyone who has already used one.

Automatic renewal, and how to cancel

PAID SUBSCRIPTIONS RENEW AUTOMATICALLY AT THE END OF EACH BILLING PERIOD — monthly or annually, as you selected — AND YOUR PAYMENT METHOD IS CHARGED THE THEN-CURRENT PRICE UNTIL YOU CANCEL.

You may cancel at any time, and the cancellation is available online in the same number of steps it took to subscribe: open Settings → Billing in your dashboard and cancel there. No phone call, no email, no retention conversation is required. You may also cancel by writing to support@filesaurus.com.

Cancellation stops the next renewal. Your plan stays active until the end of the period you have already paid for, and then reverts to the free tier — which has a smaller storage quota. Read §10 before you cancel.

Payment, taxes and failed charges

  • Subscription payments are processed by Stripe. We do not store your full card number. You authorise us and Stripe to charge your payment method for all subscription fees, applicable taxes and any amounts you owe under these Terms.
  • Prices are exclusive of taxes unless stated otherwise. You are responsible for all sales, use, VAT, GST and similar taxes on your subscription, other than taxes on our income.
  • If a charge fails, we may retry it, restrict or suspend paid features, and downgrade the account after a reasonable grace period. You remain liable for amounts already due.

Price changes

We may change subscription prices. A change takes effect at your next renewal, and we will give you at least 30 days’ notice by email beforehand. If you do not accept the new price, cancel before it takes effect.

Refunds

Except where a refund is required by law, or where we state otherwise in writing, subscription fees are non-refundable and there are no refunds or credits for partial periods, unused storage, or time remaining after a cancellation or a termination for breach. This does not limit any non-waivable statutory right you may have — including, for consumers in the EEA and the UK, the right of withdrawal where it applies, and any cooling-off or auto-renewal rights granted by your state.

6.Client payments, invoicing and Stripe

The Service lets a Creator issue an invoice to a Client and take payment for it. How that money moves is the most important thing in this document to understand correctly, because it determines who bears the loss when a payment goes wrong.

A CLIENT’S PAYMENT IS A DIRECT TRANSACTION BETWEEN THE CLIENT AND THE CREATOR. The charge is created on the Creator’s own Stripe connected account. The funds are the Creator’s and settle to the Creator’s bank account under the Creator’s own payout schedule. FileSaurus never receives, holds, controls or has custody of those funds, and is not the merchant of record for them.

The Creator is the merchant of record for every client invoice, and is solely responsible for the underlying goods or services, for delivery, for refunds, for chargebacks and disputes, for any negative balance on their Stripe account, and for all tax on those payments.

Your Stripe account

To accept client payments you must connect a Stripe account. That account is between you and Stripe: it is governed by the Stripe Connected Account Agreement and Stripe’s other terms, you must complete Stripe’s identity and verification requirements, and Stripe — not us — decides whether to approve, restrict, hold funds in, or close it. We have no ability to release a Stripe hold or reverse a Stripe decision, and are not liable for Stripe’s acts, omissions, fees, delays or account decisions.

Platform fee

We may charge a platform fee on client payments processed through the Service. The fee applicable to your plan is disclosed on our pricing page and in the app before you issue an invoice; it is currently zero on every plan. Any platform fee is our own margin and is separate from Stripe’s processing fees, which Stripe deducts from the Creator’s account at the Creator’s own rate. We will give notice before introducing or increasing a platform fee, on the same terms as a price change under §5.

Disputes between a Creator and a Client

If a Client is unhappy with the work, wants a refund, disputes a charge, or does not pay, that is a matter between the Creator and the Client. We are not a party to it, will not mediate or arbitrate it, and have no obligation to reverse a payment, release Content, or withhold Content on either party’s instruction. Features that gate downloads on payment are a convenience the Creator configures — not a guarantee of payment, not security for a debt, and not a lien.

No unlawful use of the payment features

You may not use the invoicing or payment features for anything other than genuine payment for your own work — including, without limitation, for money transmission, lending, gambling, ticket scalping, funding on behalf of a third party, or any business Stripe’s restricted-business list prohibits.

7.Your Content: ownership, licence, and what you promise

You keep ownership

You own your Content. These Terms transfer no ownership of it to us. We claim no rights in your work beyond the limited licence below, which exists only so the Service can function.

The licence you grant us

You grant Kerry Ngan a worldwide, non-exclusive, royalty-free, sublicensable-only-to-our-infrastructure-providers licence to host, store, cache, reproduce, transmit, display, encode, transcode, compress, reformat, generate proxies, thumbnails, waveforms and previews of, watermark, and otherwise process your Content, solely to:

  1. operate, provide, secure and support the Service for you and the people you share with;
  2. make your Content viewable and downloadable by the recipients you choose;
  3. comply with law or a valid legal request; and
  4. enforce these Terms, investigate abuse, and protect the rights and safety of others.

This licence lasts only as long as we host the Content, and ends when the Content is deleted — except for copies retained in routine backups or logs until they expire on their normal cycle, and copies we are required to keep by law.

We do not use your Content to train machine-learning models, do not sell it, and do not use it for advertising. We will not publicly display your Content as a marketing example without your written permission.

What you promise about your Content

You represent and warrant, for everything you upload or transmit, that:

  • you own it or have all rights, licences, consents and permissions needed to upload it and to let us process and deliver it as described above;
  • you hold every release, clearance and licence required for the people, music, footage, trademarks, logos, artwork, fonts and locations appearing in it — including model and talent releases and synchronisation and master-use licences for music;
  • it does not infringe or misappropriate anyone’s copyright, trademark, patent, trade secret, publicity, privacy or other right;
  • sharing it with the recipients you choose breaches no confidentiality obligation, NDA or embargo you are under; and
  • it complies with §8 and with all applicable law.

You are solely responsible for your Content and for the consequences of sharing it. If a claim is brought against us because of your Content, §18 applies.

Content belonging to a Creator’s clients

If your Content includes personal data or confidential material belonging to your own clients or their customers, you are the controller of that data and we process it on your behalf and on your instructions. See our Privacy Policy, and contact privacy@filesaurus.com if you need a data processing addendum.

8.Acceptable use

You may not use the Service — and may not permit anyone else to use it — to do any of the following.

Prohibited Content

  • Child sexual abuse material, or any sexual content involving a minor or presenting anyone as a minor. We report this to the National Center for Missing & Exploited Children and to law enforcement, and terminate the account immediately and permanently.
  • Non-consensual intimate imagery, content sexualising a real person without consent, or synthetic or manipulated media depicting a real person in a sexual, criminal or deceptive way without their consent.
  • Content that infringes copyright, trademark or other intellectual property, or that misappropriates a trade secret.
  • Content that is unlawful, defamatory, harassing, threatening, or that promotes violence, terrorism, or unlawful discrimination against a protected group.
  • Malware, ransomware, exploit code, phishing pages, or anything designed to harm a device, network or person.
  • Personal data you have no right to hold or share — including payment card data, government identifiers, and health records — and any data whose handling requires a compliance regime we do not offer (for example PCI-DSS cardholder environments, HIPAA protected health information, or classified material).

Prohibited conduct

  • Impersonating anyone, misrepresenting your affiliation, or forging headers or identifiers.
  • Sending unsolicited bulk email, spam or unlawful marketing through our invitation, notification or invoicing features. Every recipient you add must be someone with whom you have a genuine working relationship.
  • Probing, scanning or testing the vulnerability of the Service, breaching or circumventing authentication, rate limits, quotas, watermarking or access controls, or accessing an account, Portal or file you were not given access to.
  • Scraping, crawling or harvesting data from the Service by automated means, other than through an API we document; reverse engineering, decompiling or attempting to derive source code; or copying, framing or mirroring any part of the Service.
  • Reselling, renting or providing the Service to a third party as your own service, or using it to build a competing product.
  • Using the Service primarily as bulk file storage, a content-delivery network, a public download mirror, or a media host for a website or app — the storage quotas exist for delivering and reviewing project work.
  • Interfering with the Service or placing an unreasonable load on it, including denial of service, and any use that degrades it for others.
  • Violating any applicable law, export control, or sanctions programme.

Reporting. To report content or conduct that breaches this section, write to legal@filesaurus.com. For copyright specifically, use the process in §11. We investigate reports as we judge appropriate and act at our discretion; we are not obliged to tell a reporter what we did.

9.Watermarks, activity logs and access controls

The Service offers tools that deter misuse of your work: visible watermarks (including a session watermark naming the viewer), link passwords, expiring links, download toggles, and a log of who viewed or downloaded what and when.

THESE ARE DETERRENTS AND RECORDS, NOT SECURITY GUARANTEES, AND NOT FORENSIC WATERMARKING. A watermark is an overlay drawn over the media in the viewer’s browser. It is not embedded in the pixel data, it does not survive re-encoding, and a determined viewer can remove it or simply film the screen. Activity logs record what our servers observed; they are not proof of who was physically present.

We do not warrant that these features will prevent copying, leaking, redistribution or piracy of your Content, and we are not liable if they do not. Do not use the Service to distribute material whose leak you could not absorb.

If you enable a session watermark that displays a viewer’s email address or IP address, or if you rely on activity logs, you are responsible for the lawfulness of that monitoring — including telling your viewers about it where notice or consent is required. Our Privacy Policy describes what we collect; it does not stand in for the notice you owe your own recipients.

10.Storage, expiry, downgrades and deletion

Every plan has a storage quota and file-size limits, shown on the pricing page and in your dashboard. Content is retained while your plan covers it — subject to the following, all of which can result in permanent deletion.

  • Expiry you configure. Where you set an expiry on a delivery or link, it stops working — and, where the setting says so, its files are removed — on schedule.
  • Trash. Deleting a project or file moves it to Trash, where it is recoverable for 30 days and is then permanently deleted. Emptying Trash yourself deletes immediately.
  • Downgrade or cancellation. Dropping to a smaller plan or to the free tier means your stored data may exceed the new quota. We will notify you and give a reasonable opportunity to download or reduce it. After that, we may restrict uploads, restrict Portal access, and delete Content over the quota.
  • Non-payment. If a subscription payment fails and stays unresolved after a reasonable grace period, the account is downgraded and the rule above applies.
  • Termination. On termination, see §12.
  • Inactive free accounts. We may delete Content in a free-tier account that has had no sign-in for 6 consecutive months, after emailing the address on the account at least 30 days beforehand. We do not delete Content for inactivity while a paid plan is active.

Export what you need before any of these events. We are not obliged to restore deleted Content, and deletion from live systems, caches and backups is not reversible. See also §4: this is not a backup service.

11.Copyright: notice, takedown and repeat infringers

We respect intellectual property and respond to notices of alleged infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512, and equivalent laws elsewhere.

Sending a notice

If you believe Content on the Service infringes your copyright, send a written notice to our designated agent that includes all of the following. An incomplete notice may not be effective, and we may ignore it.

  1. A physical or electronic signature of the copyright owner or someone authorised to act for them.
  2. Identification of the copyrighted work claimed to have been infringed.
  3. Identification of the material claimed to be infringing, with enough detail — ideally the exact URL — for us to locate it.
  4. Your name, address, telephone number and email address.
  5. A statement that you have a good-faith belief that the use is not authorised by the copyright owner, its agent, or the law.
  6. A statement, made under penalty of perjury, that the information in the notice is accurate and that you are the owner or are authorised to act on the owner’s behalf.

Designated Copyright Agent: Copyright Agent, Kerry Ngan · dmca@filesaurus.com

Be careful what you swear to: under 17 U.S.C. § 512(f) anyone who knowingly misrepresents that material is infringing is liable for damages, including costs and legal fees.

Counter-notice

If your Content was removed and you believe that was a mistake or misidentification, you may send a counter-notice to the same address containing your signature, identification of the removed material and where it appeared, a statement under penalty of perjury that you have a good-faith belief it was removed by mistake or misidentification, your name, address and phone number, and your consent to the jurisdiction of the federal court for your district (or, if you are outside the United States, for any district in which we may be found), and that you will accept service from the complaining party. We may restore the material in 10–14 business days unless the complainant tells us they have filed suit.

Repeat infringers

We terminate, in appropriate circumstances and at our sole discretion, the accounts of users who are repeat infringers.

12.Suspension and termination

By you. You may stop using the Service and cancel your subscription at any time under §5. To delete your account entirely, use the in-app option or write to support@filesaurus.com.

By us. We may suspend or terminate your access, remove Content, or close your account — with notice where practicable, and immediately where not — if we reasonably believe that: you have breached these Terms; your use creates a legal, security or operational risk to us, to other users or to a third party; your payment is overdue; we are required to by law; or we are discontinuing the Service or a part of it. We may also terminate a free-tier account for convenience on 30 days’ notice.

Effect. On termination your licence to use the Service ends, Portals and share links stop working, and we may permanently delete your Content and account data. Where the termination is not for a serious breach, we will make reasonable efforts to give you at least 30 days to export your Content first. Fees already paid are not refunded except as required by law. Sections 7, 11, 14, 16, 17, 18, 19, 20 and 22 survive termination.

13.Third-party services and content

The Service runs on, and integrates with, services we do not control — including Stripe for payments, Supabase for authentication and data, Cloudflare for storage and video delivery, Vercel for hosting, Resend for email, and stock-media providers such as Unsplash and Pexels. Our Privacy Policy lists them.

  • Your use of a third-party service through the Service is also governed by that provider’s terms, and stock media you pull in through an integration is governed by that provider’s licence — which you are responsible for complying with.
  • We are not responsible or liable for third-party services, for their availability, acts, omissions, pricing, security or account decisions, or for any content they supply. An outage or a change at a provider may degrade or interrupt the Service.
  • Links from the Service to other websites are for convenience and are not an endorsement.

14.Our intellectual property, feedback and publicity

The Service — its software, design, interfaces, text, graphics, and the FileSaurus name and logo — belongs to Kerry Ngan and its licensors and is protected by intellectual property law. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Service in accordance with these Terms; all rights not expressly granted are reserved. You may not use our name, logo or branding without our prior written permission, except that a Creator on a plan that permits it may use the branding features the Service provides.

Feedback. If you send us ideas, suggestions or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation or compensation to you. Please do not send us anything you consider confidential.

15.Availability, changes and beta features

We work to keep the Service available, but we do not promise any particular uptime unless we have signed a separate written service-level agreement with you. The Service may be unavailable for maintenance, upgrades, third-party failures, or events beyond our control.

We may change, add or remove features at any time. If we discontinue a material feature you are paying for, we will give reasonable notice and, at our option, a pro-rata refund of prepaid fees for the remainder of the term.

Features labelled beta, preview or experimental are provided “AS IS”, may change or disappear without notice, may be unstable, and are excluded from any commitment we make elsewhere.

16.Disclaimer of warranties

THE SERVICE, INCLUDING ALL CONTENT AND FEATURES, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE FULLEST EXTENT PERMITTED BY LAW, KERRY NGAN AND ITS OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

WE DO NOT WARRANT THAT: the Service will be uninterrupted, timely, secure or error-free; that defects will be corrected; that the Service is free of viruses or harmful components; that any Content will be preserved, retrievable, or free from loss or corruption; that watermarks, links, passwords, expiry or activity logs will prevent unauthorised copying or distribution; that an invoice will be paid; or that any result you obtain from using the Service will be accurate or reliable.

NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you. Nothing in these Terms excludes liability for fraud, for death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded — and consumers keep their non-waivable statutory rights.

17.Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

(a) No indirect damages. KERRY NGAN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, CLIENTS OR CONTRACTS; LOSS, CORRUPTION OR DELETION OF DATA OR CONTENT; COST OF SUBSTITUTE SERVICES; UNAUTHORISED ACCESS TO OR LEAKING OF YOUR CONTENT; OR NON-PAYMENT BY A CLIENT — whether based in contract, tort (including negligence), strict liability, statute or otherwise, and whether or not we were advised of the possibility.

(b) Cap. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US$100).

(c) Payments are excluded from our liability. WE ARE NOT LIABLE FOR ANY AMOUNT RELATING TO A PAYMENT BETWEEN A CREATOR AND A CLIENT — including an unpaid, refunded, reversed, disputed, delayed or charged-back payment, a negative Stripe balance, or any fee, fine or penalty a payment provider or card network imposes. Those amounts are between the Creator, the Client and Stripe (see §6).

(d) Basis of the bargain. These limits apply even if a limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk that is a fundamental part of the pricing of the Service. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you; nothing here limits liability that cannot lawfully be limited, and consumers keep their non-waivable statutory rights.

18.Indemnification

You will defend, indemnify and hold harmless Kerry Ngan and its officers, directors, employees, agents, suppliers and licensors from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost or expense (including reasonable legal fees) arising out of or relating to:

  1. your Content, including any claim that it infringes or misappropriates a third party’s rights;
  2. your use of the Service, or use by anyone accessing it through your account or your links;
  3. your breach of these Terms or of any representation or warranty you make in them;
  4. your relationship or dispute with a Client or any other third party, including the work you deliver, an invoice you issue, and any payment, refund or chargeback;
  5. your violation of any law or of any third party’s rights, including privacy, publicity and IP rights; and
  6. any tax you were obliged to collect or remit and did not.

We will notify you of any claim we seek indemnity for and may participate in the defence with our own counsel at our expense. You may not settle any claim in a way that imposes an obligation or admission on us without our prior written consent.

19.Dispute resolution, arbitration and class-action waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT WITHIN 30 DAYS — SEE (g).

(a) Informal resolution first. Before starting an arbitration or a lawsuit, you agree to try to resolve the dispute informally: send a written notice to legal@filesaurus.com describing the dispute and the relief you want, and give us 60 days to respond. We will do the same before bringing a claim against you. This step is a condition of starting a proceeding, and it pauses any applicable limitation period while it runs.

(b) Agreement to arbitrate. If the dispute is not resolved, you and Kerry Ngan agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service — including its formation, breach, termination, enforceability, and this arbitration agreement itself — will be settled by binding individual arbitration administered by the American Arbitration Association (AAA) under its rules then in effect (its consumer rules, where you are a consumer), and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section. Questions about the validity, enforceability or scope of the waiver in (c) — including whether a dispute may proceed on a class, collective, consolidated or representative basis — are for a court to decide, not the arbitrator. Hearings, if any, will be held in King County, Washington, or by videoconference or telephone at your election, or the arbitrator may decide on written submissions.

(c) Class-action and jury-trial waiver. YOU AND KERRY NGAN EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION — IN COURT AND IN ARBITRATION ALIKE. The arbitrator may award relief only in favour of the individual party seeking it, and only to the extent necessary to provide relief on that party’s own claims. The arbitrator has no authority to hear a dispute as a class, collective, consolidated or representative proceeding, or to consolidate the claims of more than one person, and nothing in these Terms may be read as agreeing to arbitration on any of those bases.

This waiver cannot be modified or rewritten, and it does not fall away with the rest of this section. If a court holds it unenforceable as to a particular claim or a particular request for relief, then as to that claim or request only the agreement to arbitrate in (b) does not apply and the matter is heard in court under §20; every other claim between you and us stays in individual arbitration, and the jury-trial waiver above continues to apply so far as the law allows. Class, collective, consolidated or representative arbitration will not proceed in any circumstances.

(d) Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to stop infringement or misuse of intellectual property or a breach of confidentiality. Nothing here prevents you from reporting a matter to a government agency.

(e) Coordinated or mass filings. If 25 or more claims of a substantially similar kind are brought against us by or with the help of the same lawyer or coordinating group within a 90-day period, those claims are administered in batches rather than one at a time. The administrator’s rules for multiple case filings apply where it applies them, and in any event:

  • claims are grouped in the order filed into batches of up to 50, with a smaller final batch if needed;
  • each batch is a single arbitration before one arbitrator, with one set of filing and administrative fees for the batch, which we pay under (f);
  • batches are heard in sequence, and once the first two are decided both sides will try to resolve the remaining claims — through mediation if either side asks for it — before the next batch begins; and
  • while a claim waits its turn, every limitation period that applies to it, including the one year in (h), is paused. Waiting costs you nothing.

You may leave this process at any point and bring your claim on its own in small-claims court under (d). If this subsection (e) is held unenforceable, the claims simply proceed individually and the rest of this section stands.

(f) Costs. The administrator’s rules govern filing and arbitrator fees. Where you are a consumer, we will pay the portion of those fees that exceeds what it would cost you to file the same claim in court, and each party otherwise bears its own legal fees unless the arbitrator awards them under applicable law.

(g) Your right to opt out. You may reject this arbitration agreement by emailing legal@filesaurus.com with the subject “Arbitration Opt-Out”, and your name and the email address on your account, within 30 days of first accepting these Terms. Opting out affects nothing else in these Terms, and we will not close your account or treat you differently for doing it.

(h) One-year limitation. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after it arises, or it is permanently barred.

(i) If you are outside the United States. Where mandatory local law gives you the right to bring proceedings in your own country’s courts, or prohibits an arbitration agreement of this kind, this section does not deprive you of that right. Consumers in the EEA and the UK may also use the courts of their place of residence.

20.Governing law and venue

These Terms and any dispute arising from them are governed by the laws of the State of Washington and, where applicable, the federal law of the United States, without regard to conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration under §19, you and we consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington. If you are a consumer resident in the EEA or the UK, this clause does not deprive you of the protection of the mandatory laws of your country of residence.

21.Notices and electronic communications

You consent to receive communications from us electronically — by email to the address on your account and by notices inside the Service — and agree that they satisfy any legal requirement that a communication be in writing. Keep your email address current; a notice we send to the address on file is effective even if you do not read it.

Legal notices to us must be sent to legal@filesaurus.com. Email is the address for notice under these Terms.

You may opt out of marketing email at any time using the unsubscribe link or in your notification settings. Transactional messages — invoices, payment receipts, security alerts, project and review notifications, and messages about these Terms — are part of the Service and cannot be switched off while your account is open.

22.General terms

  • Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service, and supersede all prior understandings. If we have signed a separate written agreement with you, that agreement controls where it conflicts with these Terms.
  • Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed, and the rest stays in force. The class-action waiver in §19(c) is the one exception: it is never modified or rewritten, and §19(c) alone governs what happens if it is held unenforceable.
  • No waiver. Our failure to enforce a provision is not a waiver of it.
  • Assignment. You may not assign or transfer these Terms without our written consent; any attempt to do so is void. We may assign them to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets.
  • Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labour action, epidemic, government action, internet or utility failure, and the failure of a third-party provider.
  • No third-party beneficiaries. These Terms create no rights in anyone other than you and us, except that our suppliers and licensors may enforce §16 and §17.
  • Independent contractors. These Terms create no partnership, joint venture, agency, franchise or employment relationship between us.
  • Export and sanctions. You will comply with all applicable export control and sanctions laws, and represent that you are not subject to any restriction that would prohibit your use of the Service.
  • U.S. government users. The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202, licensed to U.S. government end users only with the rights granted to all other users.
  • Language and headings. These Terms are drafted in English; a translation is for convenience only and the English version controls. Headings are for reference and do not affect interpretation.

23.How to reach us

Kerry Ngan