Filing Cloud LTD
End User License Agreement
This Agreement governs the use of our software called FileBox, which encompasses both of the following:
Client Software refers to software residing on the User’s computer, server, and/or mobile device (“Client Software”).
Server Software refers to software residing on a server that provides services to multiple users on a network (“Server Software”).
The Client Software and Server Software are collectively referred to as the “Software” and are intended for the purpose of preventing ransomware attacks.
1. Acceptance of Terms
This Agreement applies to all Software products licensed to you. Please read the terms of this Agreement carefully before installing, downloading, and/or using the Software. By installing, downloading, and/or using the Software, you acknowledge that you have read, understood, and agree to the terms of this Agreement, including the terms of other documents and/or policies incorporated herein by reference. If you are agreeing to this Agreement on behalf of another person, company, or other legal entity, you represent and warrant that you have all necessary authority to bind such person, company, or entity under this Agreement.
If you do not agree to the terms of this Agreement or lack the necessary authority, you are not authorized to install, download, and/or use the Software for any purpose. You must immediately return the Software to the party from whom you obtained it or, if downloaded, destroy all copies of the Software.
2. Software License Grant
Subject to the terms of this Agreement, you are granted a limited, non-transferable, non-exclusive, non-sublicensable license to install and use the specific software product(s) (“Software Product(s)”) related to ‘FilingBox Team’, ‘FilingBox SMB’, and ‘FilingBox Enterprise’ (as detailed below), for the term and applicable license fees for the Software Product(s) you wish to purchase. ‘FilingBox MEGA’, and ‘FilingBox SAMBA’ are detailed below). The software license activates based on the features of the Software Product you choose to use. To prevent ransomware attacks and meet specific requirements, the following Software Products are available:
(i) FILLING BOX Team
FilingBox Team is a software product designed for professionals and small to medium-sized businesses with approximately 10 personal computers.
This software product is provided exclusively as a Docker image.
This software product is available with annual licenses and perpetual licenses.
This software product consists of client software and server software.
Depending on the number of licenses the company can grant, the client software product and server software product can be installed on multiple computers simultaneously.
Updates, upgrades, and/or maintenance licenses for the license owner are provided at an additional cost.
(ii) FileBox SMB
FileBox SMB is a software product designed for small and medium-sized businesses with approximately 100 personal computers.
This software product is provided exclusively as a Docker image.
This software product is available with annual licenses and perpetual licenses.
This software product consists of client software and server software.
Depending on the number of licenses the company can grant, the client software product and server software product can be installed on multiple computers simultaneously.
Updates, upgrades, and/or maintenance licenses for the license owner are provided at an additional cost.
(iii) FileBox Enterprise
FileBox Enterprise is a software product designed for enterprises or government agencies with approximately 300 or more personal computers.
This software product is provided exclusively as a Docker image.
This software product is available with annual licenses and perpetual licenses.
This software product consists of client software and server software.
Depending on the number of licenses the company can grant, the client software product and server software product can be installed on multiple computers simultaneously.
Updates, upgrades, and/or maintenance licenses for the license owner are provided at an additional cost.
(iv) FileBox MEGA
FileBox MEGA is a software product designed for server administrators managing MS Windows and Linux servers.
This software product is provided exclusively as a Docker image.
This software product is available with annual licenses and perpetual licenses.
This software product consists of client software and server software.
Depending on the number of licenses the company can grant, the client software product and server software product can be installed on multiple computers simultaneously.
Updates, upgrades, and/or maintenance licenses for the license owner are provided at an additional cost.
3. Software Updates, Support, and Maintenance License
3.1
When purchasing a perpetual license, you must separately purchase a maintenance license (“Maintenance License”) for the license period applicable to the software product.
3.2
The Maintenance License for the Software Product commences on the date the applicable software license is provided.
3.3
During the Maintenance License period, we will provide updates for the Software Product subject to the plan available to you. “Updates” mean software releases for a specific Software Product, which are provided from time to time. All updates shall be delivered electronically.
3.4
The Maintenance License includes only the provision of binary (non-text) files. Unless otherwise approved by us in writing, the Maintenance License is provided for the latest version of the relevant Software Product. We shall have no obligation to continue supporting previous or discontinued versions of the Software Product at our sole discretion.
3.5
If reinstallation, patching, and/or updating of the software is required, including bug fixes, hotfixes, the latest version of the software, server status checks, or any other services requiring our assistance in any form, you shall bear full responsibility for such actions and implementation unless you have entered into a Manpower Services Agreement (“Manpower Services Agreement”) with us.
3.6
The provision of the Maintenance License is subject to the following responsibilities performed by the User:
- You agree to perform reasonable troubleshooting activities as recommended by us;
You are responsible for implementing necessary procedures to protect the integrity and security of the Software and data from unauthorized access;
You are responsible for procuring, installing, and maintaining all equipment, telephone lines, communication interfaces, and other hardware at your site, and for providing us with the access rights necessary to operate the Software Products;
You must implement all available and applicable software hotfixes, hotfix rollup packs, and service packs, or equivalent software, in a timely manner.
3.7
We cannot guarantee that a maintenance license and personnel service agreement will be provided to you in the following situations:
- Modifications or additions made to the software by the user or a third party;
Modifications provided by us pursuant to other existing agreements and/or orders;
Any software that is no longer in use or whose software license has expired;
3.8
By using the Software, Maintenance License, Personnel Service Agreement, or any services we provide (“Services”), you agree that we may collect and use all technical information regarding any software, hardware, and peripherals associated with the device on which you use the Software, for the purpose of helping us improve the Services we provide.
3.9
The provided services cannot implement or apply data backup. You are responsible for maintaining the latter.
3.10
The user acknowledges and agrees that the services provided under this agreement may be provided from a country other than the one in which the user is based. If you wish to receive services in the country where you reside, we confirm that we may use local partners and affiliates in your country to provide services to you. These services will be provided at an additional cost.
4. Restrictions and Obligations
4.1
Except as expressly stated in this Agreement, you may not:
- Separate, transfer, sublicense, or assign your rights under this Agreement and the applicable software product to any other individual or entity;
Retain a copy of the lost license key for the software;
Modify, alter, copy, or create derivative works of this software;
Attempt to reverse engineer, decompile, decrypt, disassemble, or derive the source code of the software;
Use the software in violation of the terms of this Agreement;
Infringe our intellectual property rights;
Notwithstanding the foregoing, this Agreement does not prevent or restrict the user from exercising additional or different rights regarding the open source software components of the software.
Circumvent any technical or security limitations of the Software.
4.2
The Software may be installed on multiple devices with multiple licenses, and the User may use a single shared ID and password. However, a Software license may only be used by one user on one device. Therefore, the User may install a copy of the Software on one device at a time but may not share the license between devices.
4.3
You agree to allow audits to determine compliance with the terms of this Agreement, provided such audits are conducted within normal business hours and upon prior written notice, to the extent permitted by applicable law. However, such audits shall not exceed once per year. All audits shall not unreasonably interfere with your business activities, and you agree to cooperate reasonably with us during the audit process. If the audit reveals an underpayment of license fees of 10% or more during the audit period or any other material breach of this Agreement, you agree to reimburse us for reasonable audit costs.
5. Intellectual Property Rights and Ownership
5.1
This Agreement grants only a limited license to the Software and does not constitute a transfer or sale of ownership of the Software or any underlying intellectual property, in whole or in part. You agree that we retain all rights, title, and interest in all materials and services related to this Software. This includes all worldwide copyrights, organization, source code, all copyrights, patents, trade secrets, and other intellectual property rights, the extraction, selection, arrangement, adaptation, compilation, and all features, updates, releases, enhancements, bug fixes, workarounds, patches, updates, and all related documentation and product packaging provided through or with the Software or Content. Except for the license granted herein, all rights in the Software are reserved, and no implied license is granted. We retain sole ownership of all worldwide copyrights, patents, trade secrets, and other intellectual property rights in the Software, all copies and portions thereof (including features and related services), and all related documentation and product packaging. This Agreement applies to any updates, upgrades, releases, or enhanced features of the Software that may be provided to you.
5.1
You acknowledge that this software includes functionality for replicating, storing, managing, manipulating, and/or transmitting electronic data, and that these processes may require copying of such data, which may include digital files, software programs, and other data subject to third-party intellectual property rights, such as license agreements and/or copyrights. The requirements of license agreements vary, as do the laws and regulations governing the use and copying of data. You understand and agree that we have no knowledge of the data you store, copy, manage, manipulate, or transmit through the software, nor do we have knowledge of any third-party intellectual property rights or obligations applicable to such data. You further understand and agree that this Agreement does not grant you any right or license to copy or transmit data that you store, manage, manipulate, or transmit using the software. You acknowledge and agree that it is your sole responsibility to understand and comply with any legal requirements relating to such data. You represent and warrant that your use of the Software does not violate any applicable third-party license agreements or intellectual property rights, or any applicable international, national, state, regional, or local laws or regulations, and you shall indemnify and hold us harmless from any claims, actions, costs, expenses, damages, liabilities, or other obligations arising from any allegation that your use of the Software infringes any applicable law or third-party intellectual property rights.
6. Privacy and Data Protection
6.1
We are not liable for data deletion, data loss, or data storage failure. We also have no obligation to monitor the use of data transmitted or stored through the software. We reserve the right to comply with applicable data privacy and other user data protection requirements in the jurisdiction where data is stored, and we may disclose user data or other information if required by applicable law, regulation, legal process, or governmental order, but only to the extent permitted by such law, regulation, or order. Unless prohibited by law or other order, we will provide you with reasonable notice of such demands or requested disclosures and will reasonably cooperate to limit such disclosures to the extent permitted by law.
6.2
Personal information, usernames, passwords, and prompts exchanged through the Software are protected by advanced encryption technology. However, responsible actions to protect data are still required despite these security measures. Users shall at all times bear full responsibility for the supervision, management, control, and confidentiality of their data and shall assume the entire risk of unauthorized or improper use of such data. You understand that failure to protect your data may allow unauthorized individuals or entities to access this Software.
6.3
If you believe unauthorized exposure and/or access has occurred, you must immediately notify all users affected by such unauthorized access.
6.4
We are committed to protecting your personal information. The provisions of our Privacy Policy govern all personal information collected from you in connection with the software.
7. Limitation of Liability
7.1
You agree that your use of this software is at your own risk. To the maximum extent permitted by applicable law, in no event shall we or any third-party supplier be liable to you or anyone claiming through you for any indirect, consequential, incidental, or special damages or losses (including, without limitation, loss of profits, loss of contracts, business interruption), including the cost of substitute goods or services, loss or corruption of data incurred, and all losses or damages related to third-party software, whether arising under contract or tort (including negligence without limitation), and even if advised of the possibility of such damages. The limitations in this clause shall apply notwithstanding any failure of the essential purpose of the remedy.
7.2
If any limitation, exclusion, disclaimer, or other provision contained in this Agreement is held by a court of competent jurisdiction to be invalid for any reason and we become liable for any loss or damage that cannot be legally limited, whether such liability arises under contract, tort (including negligence without limitation), or otherwise, such liability shall not exceed the following limits:
(i) For an annual license: the limit of one year’s license fee;
(ii) For a perpetual license: the limit of the license fee paid to us for the software product (excluding maintenance licenses) during the first 12 months.
7.3
Under no circumstances shall our total liability to you arising out of or in connection with this Agreement, for all causes of action and theories of liability (including negligence without limitation), exceed the following limit:
(i) For an annual license: the limit of one year’s license fee
(ii) For a perpetual license: the limit of the license fees paid to us for the first 12 months for the Software Product (excluding maintenance licenses).
7.4
We do not limit or exclude liability for (i) death or personal injury caused by our negligence, or (ii) fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.
7.5
We shall not be liable for any failure to perform due to circumstances beyond our control, including but not limited to power outages, computer viruses, malware, spyware, keylogger applications, system failures, fire, flood, earthquake, acts of terrorism, acts of war, or extreme weather conditions.
8.
This software contains trade secrets as defined by applicable law and is our property. You must keep the software confidential and prevent its disclosure using the same level of care you use for your most important proprietary information, but in no event less than reasonable care. You shall not disclose or provide access to the Software or any part thereof to any person other than employees or other parties authorized under this Agreement for the purpose of exercising the rights expressly granted under this Agreement.
9. Warranty
We warrant that the Software will be free from defects arising from normal use for a period of 30 days from the delivery date (“Warranty Period”), except for a list of defects and limitations that we may resolve at our discretion. Defective Software returned within the Warranty Period will be replaced at no cost to you. We further warrant that the Software will substantially conform to the Software documentation (including both user and administrator manuals) provided by us when used in accordance with such documentation for a period of 30 days from the date of delivery. If the Software fails to conform to this warranty and you report such nonconformity to us within the Warranty Period, we will, at our option, either repair the Software or replace it with software having substantially equivalent functionality:
This warranty excludes defects caused by accident, abuse, unauthorized repair or modification, enhancement, or misapplication of the Software. The foregoing warranty set forth in this Section is your sole and exclusive remedy for any breach of this warranty by us.
10. Disclaimer of Warranties
Except for the warranty described in Section 9 above, the Software is provided and licensed “as is” with all faults, and there are no warranties, representations, or conditions, express or implied, written or oral, arising under or in connection with the Software provided under or in connection with this Agreement. Unless otherwise stated in this Agreement, the Company, its corporate affiliates, subsidiaries, agents, licensors, and authorized representatives disclaim all warranties and conditions, whether express, implied, or statutory, including without limitation any warranties or conditions of merchantability, durability, fitness for a particular purpose, freedom from viruses, non-infringement, non-assignability, workmanlike effort, and lack of negligence. This software contains technology that is not designed, manufactured, or intended for use in environments or applications where failure of the software could lead to death, injury, or severe physical, property, or environmental damage. This Agreement constitutes your sole and exclusive remedy for any claims arising out of or relating to the Software. You acknowledge that you have performed all due diligence regarding the Software. Except as specifically provided herein, you assume all risk arising from the use or performance of the Software. Where applicable law does not permit the exclusion of implied warranties, any implied warranties are limited to 30 days from the date of purchase of the Software, subject to the exclusive remedy provisions set forth in this Agreement. Some jurisdictions do not allow limitations on certain warranties, so the above 30-day limitation period for implied warranties may not apply to you. This limited warranty provides you with specific legal rights, and you may also have other legal rights depending on your jurisdiction.
11. Termination
This Agreement may be terminated by (i) expiration of the Software subscription, (ii) termination for convenience, or (iii) for cause. Either party may terminate this Agreement at any time for convenience by giving notice to the other party.
If you hold a perpetual license for the Software and we terminate this Agreement for convenience, we will refund the license fees you paid on a pro-rata basis calculated over 36 months from the date the license fees were paid. If a maintenance license is in effect for the Software, the portion of the maintenance fees corresponding to the unused maintenance subscription period will also be refunded. If we terminate this Agreement for convenience when you are paying for a subscription to the Software, we will refund a portion of the fees on a pro-rata basis corresponding to the remaining unused period of the subscription. Such refunds are subject to satisfactory evidence of Software purchase and deactivation.
We may terminate this Agreement if you commit a material breach of this Agreement or any other agreement entered into with us. Material breaches include, but are not limited to, failure to pay our fees in a timely manner due to the responsibility of us, our authorized agent or distributor, or an authorized reseller agent.
Upon termination for cause, we will provide you with 10 days’ prior written notice, and this Agreement will terminate automatically upon expiration of that period. Upon termination of this Agreement, you must cease all use of the Software and cooperate reasonably as follows: (a) remove or deactivate all copies of the Software from any computer on which it is installed, (b) return or destroy all media containing the Software, and (c) fulfill all financial obligations owed to us, our authorized resellers, or our agents.
If you terminate this Agreement for convenience or we terminate this Agreement for cause, you are not entitled to any refund or return of any fees paid.
12. Open Source Software
This software may include components provided by third parties under free or open source software license models, including but not limited to programs, applications, tools, utilities, libraries, and other programming code. Therefore, the use of the software’s open source components is exclusively governed by the applicable open source licenses as follows.
13. System Requirements
The user acknowledges and confirms that they meet the following minimum system requirements to install, download, and/or use the software:
The minimum requirements to run the client software are as follows:
8GB of memory, 2-core CPU, 10GB HDD, and a high-speed network connection at ADSL level.
The minimum requirements for using the server software are as follows:
8GB RAM, 2-core CPU, 10GB HDD, and Gigabit-level high-speed network.
These system requirements may change from time to time at our discretion.
14. General Provisions
14.1
Party Relationship:
The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary, or other special relationship. Neither party intends to confer any benefit under this Agreement, or create any right or cause of action, on or in favor of any person or entity other than the parties and their listed affiliates. This Agreement is not intended to create any third-party beneficiary. You shall not represent to any third party that you have the right to bind us in any manner or make any representations or warranties on our behalf.
14.2
Severability:
If a court finds any provision of this Agreement invalid or unenforceable under applicable law, the court shall modify such provision to the minimum extent necessary to render it valid and enforceable, or, if it cannot be rendered valid and enforceable, sever and delete such provision from this Agreement. Such modification shall not affect the validity of the modified provision or the validity of any other provision of this Agreement, which shall remain in full force and effect.
14.3
No Waiver:
The failure or delay by either party to enforce any provision of this Agreement shall not operate as a waiver of the right to enforce such provision or any other provision at any time. Any waiver of any provision of this Agreement must be in writing, specifying the provision to be waived and signed by the party agreeing to the waiver.
14.4
Force Majeure:
A Force Majeure event means any event beyond the reasonable control of a party, including strikes, lockouts, or other industrial disputes (whether involving its own labor or that of third parties), acts of God, war, riots, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, supply shortages or delays in delivery by our suppliers, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default by a supplier or subcontractor.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by a Force Majeure event.
14.5
Notices:
All notices provided under or in connection with this Agreement must be in writing, signed by the party providing the notice or by an individual duly authorized to act on its behalf, and sent to the other party using the contact information provided at the time of software purchase. A notice shall be deemed to have been duly delivered: All notices must be sent to the above address.
14.6
Assignment:
You may not sublicense, assign, or transfer any rights under this Agreement without our prior written consent. Any attempt to sublicense, assign, or transfer your rights, obligations, or duties under this Agreement, whether directly or indirectly through merger, acquisition, or change of control, shall be null and void.
14.7
Governing Law:
This Agreement and any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Korea. The parties hereby agree to submit to the exclusive jurisdiction of the courts located in Seoul, Republic of Korea.
14.8
Entire Agreement:
This Agreement constitutes the entire understanding between you and us regarding the Software and supersedes all prior oral or written proposals and communications between the parties relating to the subject matter of the Software.
We reserve the right to modify any terms of this Agreement at any time. All modifications shall be effective upon posting of the updated version at https://www.filingcloud.com/en/eula/
15. Contact Information
Should you have any questions concerning this Agreement, you may contact us at:
Phone: 02-6925-1304
Address: 13F, Namseong Plaza, Geumcheon-gu, Seoul, South Korea
이메일: legal@filingbox.com