Terms and Conditions

1. DESCRIPTION OF SERVICE

Orion ADS Secure File Exchange (SFE) service (herein after “SFE” or “Service”) provides SSL encrypted file transfer via the Internet using standard web browsers, and storage on Orion ADS servers. There are no limitations on file size, making the service ideal for transfer of files too large to be transferred via e-mail, such as large image, digital video, and CAD model files. Additionally, the SFE permits secure collaborative file storage and sharing amongst members of teams in a virtual environment, making it a useful forum for contractual deliverables as well as collaborative works in progress. SFE is based on Maxum Development Corps' RUMPUS application. Rumpus is a FTP server application supporting FTP, FTPS, and HTTPS interfaces (note that only secure FTPS and HTTPS are enabled). SFE is compatible with most standards based web browsers supporting the HTTPS protocol and operating in MS Windows, Mac OS X and Linux environments including Internet Explorer, Firefox, and Safari. SFE requires no installation of applications, plug-ins, or certificates on the client/user end and provides a simple, user-friendly and fast interface. All that is required is a computer running a compatible browser, an Internet connection, the SFE Uniform Resource Locator (URL), and account authentication credentials. SFE also supports anonymous “Drop Ship” and “File Request” features.

1.1. System Requirements

To use SFE you must have a compatible computing device, compatible web browser software and Internet access with a compatible Internet Service Provider (ISP) (internet access fees may apply). SFE use may be affected by certain combinations of hardware, software and/or Internet access. High-speed Internet access is strongly recommended. Currently compatible/supported Operating Systems (OS), and web browsers are posted at System Requirements.

1.2. Language

SFE is available in the English language only.

1.3. Changing the Service

Orion ADS may terminate, change, suspend or discontinue any aspect of SFE, including the availability of any features, either temporarily or permanently, at any time, with or without notice to you. Orion ADS may also impose limits on certain features or services or restrict your access and use of the Service without notice.

Without limiting the foregoing, Orion ADS may post on our website and/or send email to you, and/or post to your SFE Member Account, notice of such changes to the Service.

You agree that Orion ADS shall not be liable to you or any third party for any modification or cessation of the Service.

1.4. Availability of the Service

SFE, or any feature or part thereof, may not be available in all locations or times and Orion ADS makes no representation that the Service, or any feature or part thereof, is appropriate for any particular use or available for use in any particular location.

2. NOTICE & CONSENT BANNER

A Notice and Consent Banner shall be implemented at the SFE access point and shall require user acknowledgment and acceptance to continue to the Service. The Banner shall read:

NOTICE AND CONSENT BANNER

You are accessing an Orion ADS Information System (IS) that is provided for Orion ADS-authorized use only.

By accessing/using this IS you consent to the following conditions:

Unauthorized access to Orion ADS IS services and/or assets is prohibited.
This IS may not be used for the storage, transmission or processing of Classified information.
Technical Data or technology controlled under export laws or regulations (including without limitation the Arms Export Control Act (Title 22, U.S.C., Sec 2751, et seq.), the International Traffic in Arms Regulations (ITAR), or the Export Administration Act of 1979, as amended, Title 50A, U.S.C., App., must be transmitted in accordance with all applicable legal requirements.
Transmission and access to confidential or proprietary data of any party shall be in accordance with all applicable legal requirements, contracts and non-disclosure agreements.
All activity on Orion ADS IS services and assets is subject to monitoring by Orion ADS authorized personnel consistent with applicable law. You have no right or expectation of privacy regarding your use of this IS. By using or accessing an Orion ADS IS service or asset you consent to:

The monitoring of all communications and data; and
The disclosure of such communications and data (and any other information concerning the use of or activities related to the IS) to third parties, including the Government, consistent with applicable law

Orion ADS reserves the right to consent to any Government searches.
This IS includes security measures (e.g., authentication and access controls) to protect Orion ADS interests - not for your personal benefit or privacy.
Data stored on this IS may be deleted/removed at any time, without notice, at the sole discretion of Orion ADS.
At any time, Orion ADS may inspect and seize data stored on this IS.
You have read and consent to be bound by the Terms and Conditions of Service and Privacy Policy.
You use this service at your own risk and Orion ADS assumes no liability for any losses or damages that arise from your use of the service.

3. TERMS AND CONDITIONS OF SERVICE

3.1. Acceptance

These Terms and Conditions of Service (Agreement) are a legal agreement between you and Orion Aerospace & Defense Systems, Inc. (herein after Orion ADS). You must agree to these Terms and Conditions of Service before you can access and use SFE. You agree to be bound to this Agreement by:

Your access and use of the Service; or
Clicking a box/button that indicates you agree to the Terms and Conditions of Service, where such a box/button is made available to you.

If you do not agree to any of the terms of this Agreement, do not use the Service. You should print or otherwise save a copy of this Agreement for your records. "Orion ADS" as used herein means Orion Aerospace & Defense Systems, Inc., with headquarters located at 500 Lomas Road, Jacksonville, OR.

3.2. Applicability

The terms of this Agreement governs your access to and use of the of the SFE, software, services and websites (collectively referred to as the “Service” or “SFE”), and applies to all materials, data, software, documents, images, graphics, logos, design, audio, video, services, online communications, files and any other information that is or becomes available to you on or via the Service (collectively, the “Content”). This Agreement applies only to the access and use of this Service and associated Content, and does not apply or alter the terms of any other agreement that you may have with Orion ADS.

3.3. Legal Authority

To use and/or register for the Service you must be:

Of legal age to form a binding contract with Orion ADS; and
Cannot be a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction, including the country in which you reside or from where you use the Service.

By accepting this agreement you represent that you understand and agree to the foregoing.

3.4. Changing the Terms and Conditions of Service

Only Orion ADS may change this Agreement. Orion ADS may update or change this Agreement from time-to-time. It is your responsibility to review the currently applicable Agreement on a regular basis. You can review the most current version at any time at http://files.orionads.com/terms.php. If Orion ADS makes a change to the Agreement, it will post the revised Agreement at the foregoing URL, and the revised Agreement becomes effective and binding upon such posting. You understand and agree that your continued use of the Service after the Agreement has changed constitutes your acceptance of the Agreement as revised. Without limiting the foregoing, if Orion ADS makes a change to the Agreement that materially impacts your use of the Service, Orion ADS may post notice of any such change on our website and/or email to you, and/or post to your SFE Member Account notice of any such change.

3.5. Contact Information

Orion ADS may be contacted regarding SFE and/or this Agreement at:

Attention: File Master

Orion Aerospace & Defense Systems, Inc.

500 Lomas Road , Jacksonville, OR 97530

filemaster@orionads.com | 877.214.7416

3.6. Registration & Service Access

3.6.1. Anonymous Use

Anonymous usage of the service, I.e., usage without being logged in using Member Account authentication credentials, is limited to:

One time download of “Drop Ship” files using each drop ship URL generated and e-mailed to the Anonymous User/Entity by a Member Account holder; and
One time upload of files by using “File Request” URLs generated and e-mailed to the Anonymous User/Entity by a Member Account holder.

Anonymous Users/Entities do not have access privileges to shared directories. Anonymous Users/Entities with recurring file transfer needs should register for a Member Account.

Anonymous Users/Entities are bound to all terms of this agreement except ¶3.6.2 Member Account, ¶3.6.3 Account Security, ¶3.6.4 Registration Obligations, ¶3.6.5 Access Permissions, 3.6.7 Member Account Termination by You, 3.6.8 Member Account Termination by Orion ADS, ¶9.5 Anonymous Drop Shipment Instigation, ¶9.6 Anonymous File Request Instigation, ¶11.8 Survivorship.

3.6.2. Member Accounts

To obtain a Member Account, you must accept this Agreement and complete the SFE account registration process. SFE access is a privilege granted at the sole discretion of Orion ADS. Orion ADS reserves the right to accept or reject account applications and or terminate existing accounts for any reason, at any time, without cause or notice. You become a SFE “Member Account” holder (“Subscriber”) if/when Orion ADS notifies you (typically via e-mail) that your application has been approved and assigns you unique Member Account authentication credentials consisting of a “Subscriber ID” and “Password”.

3.6.3. Account Security

You acknowledge and agree that your Member Account is intended for your individual use only and you will not share your account and/or password details with any other individual, including other individuals within your organization. Each individual desiring to access and/or use SFE within an organization must obtain separate Member Accounts. You agree that you are responsible for keeping your password confidential and secure and further understand that you are solely responsible and liable for any activities that occur under your Subscriber ID. If you believe your Member Account authentication credentials have been compromised, of suspect or become aware of any unauthorized use of your Member Account you agree to immediately report the compromise/activity to filemaster@orionads.com.

3.6.4. Registration Obligations

You agree that all information you provide to Orion ADS during the Member Account registration process (“Registration Data”) will be true, accurate, complete and current information, and that you shall maintain and update the Registration Data as needed throughout the term of your Account to keep it accurate and current. Failure to provide or maintain accurate, current and complete Registration Data may result in the suspension and/or termination of your Member Account.

3.6.5. Access Permissions

Each Member Account is assigned unique home and drop box directories and access to specific project directories. Subscribers can access their own home and drop box directories and the project directories, to which they have been granted access, with read and write permissions. Subscribers can access, with write permission only (no read) the drop boxes of other Subscribers who share access to a particular project directory. Subscribers cannot access the home directories of other subscribers or the drop boxes of subscribers that do not share common project directory access. Indexes of project directories and subscribers are not accessible to subscribers. I.e., a Subscriber can only see the projects they have been given access to and the other Subscribers with common project access. Project directories are hierarchal and typically consist of organization/entity, program/product/project and subproject layers.

Project directory access is assigned by the Service administrator based upon multiple factors which may include, need, Subscriber’s nationality, organizational affiliation, program affiliation, contractual relationships, Non-Disclosure Agreement status, export license status, and other factors.

Orion ADS may at any time, for any reason, with or without cause, and with or without prior notice, assign, change, limit, or suspend a Subscriber’s access permissions.

3.6.6. Member Account Term

Member accounts are valid for a period of one year from approval and activation, unless terminated earlier in accordance with the terms of this agreement. Account access will automatically expire one year from approval and activation.

In the event your Member Account expires or is terminated, to reactivate your account, you must submit a new Member Account registration application.

3.6.7. Member Account Termination by You

You may terminate your Member Account at any time by submitting a request to filemaster@orionads.com.

3.6.8. Member Account Termination by Orion ADS

Orion ADS may at any time, for any reason, with or without cause, and with or without notice, terminate or suspend your Member Account.

Termination for cause may include, but not be limited to:

Breach of this Agreement by you or your employer/affiliated organization;
A change in your employer or affiliated organization;
A change in ownership of your employer or affiliated organization;
A change in contractual, legal or other relationship between parties
Discontinuance or material modification to the Service or any part thereof;
A request and/or order from law enforcement, a judicial body, or other government agency;
Where provision of the Service to you is or may become unlawful;
Unexpected technical or security issues or problems;

Any such termination or suspension shall be made by Orion ADS in its sole discretion, Orion ADS will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

4. PRIVACY

All SFE activity is subject to monitoring by Orion ADS authorized personnel consistent with applicable law. You have no right or expectation of privacy regarding your use of the Service. By using or accessing SFE you consent to:

The monitoring of all communications and data; and
The disclosure of such communications and data (and any other information concerning the use of or activities related to the Service) to third parties, including the Government consistent with applicable law.

Orion ADS reserves the right to consent to any Government searches of the Service or Content.

You acknowledge and agree that Orion ADS may access, use, preserve and/or disclose your account information and Content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to:

Comply with legal process or request; or
Enforce this Agreement, including investigation of any potential violation thereof; or
Detect, prevent or otherwise address security, fraud or technical issues; or
Protect the rights, property or safety of Orion ADS, its users or the public as required or permitted by law.

Refer to our Privacy Policy which contains additional important information about the use of your personal data, other information regarding your privacy and our processes and policies.

5. CONTENT

"Content" means any information that may be generated or encountered through use of the Service, such as data files, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like digital materials.

5.1. Improper Content Control

You understand that Orion ADS policies and monitoring that are in place to regulate the appropriate use of the Service and the Content transmitted and stored with the Service cannot guarantee that improper usage does not occur and that improper Content may be present. While, Orion ADS will take action to remove improper Content and mitigate improper usage when Orion ADS becomes aware of it. You understand that all Content whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that you, and not Orion ADS, are solely responsible for any Content that you upload, download, post, transmit, store or otherwise make available through your use of the Service. You understand that by using the Service you may encounter Content that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. Orion ADS does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.

5.2. Content Security

The SFE Service and content is protected by Network Address Translation (NAT), a firewall, an Intrusion Protection System (IPS), and anti-virus tools. All SFE Content is screened for virus’, worms, Trojan horses, and other malware automatically:

Upon upload (each file); and
Periodically (system wide – not more often than daily, or less often than weekly).

Files containing virus’, worms, Trojan horses, or other malware will automatically be either repaired or deleted from the system. Virus definitions are updated daily.

Data security tools and systems are not 100% effective. While Orion ADS takes the foregoing and other precautions, we do not guarantee or warranty that information posted or accessed via SFE is secure and free from virus’, worms, Trojan horses, or other malware. You should take all reasonable precautions when exchanging files and not rely solely on our data security mechanisms to protect your data and systems. You understand and agree that your use of the Service and any Content is solely at your own risk.

5.3. Third Party Materials

The Content available via this Service may be owned or licensed by third parties, as well as links to websites owned by third parties (singularly and collectively “Third Party Material”). Access to and use of any Third Party Material is at your sole risk and Orion ADS shall not be responsible for the accuracy or reliability of any information, data, opinions, advice or statements made in such Third Party Material. As Orion ADS does not control the Third Party Material, particularly, third party websites, you agree to take precautions against any worms, Trojan horses, computer viruses or other destructive elements that could result from your use of the Third Party Material.

Orion ADS’s inclusion of Third Party Material on the Site shall not be construed as Orion ADS’ endorsement, authorization of, sponsorship of, or relationship with any third party or the Third Party Material, and no rights or licenses are granted to you in the Third Party Material. You agree to defend and hold Orion ADS harmless from any and all liability that may result from your use of the Third Party Material.

5.4. Links

5.4.1. Links to the Service

Orion ADS makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party sites linking to this Service. If a third party website links to the Service, it is not necessarily an endorsement, authorization, sponsorship of such third party, and may not be known to or authorized by Orion ADS.

You are granted a limited, non-exclusive right to create a hyperlink to this Service provided that:

You link only to the home page of the Service, I.e., http://files.orionads.com (unless prior written authorization is obtained form Orion ADS); and
You are expressly prohibited from creating any link to the service at a post log-in point or which either attempts to or has the effect of bypassing Service log-in or security features; and
Link does not replicate, our content; and
Link does not create a browser, border environment or frame our content; and
Link does not imply that we are endorsing any other party or other party’s products or services; and
Link does not portray Orion ADS or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner; and
Site linked from does not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups; and
Link does not misrepresent any party’s relationship with us; and
Link does not use an Orion ADS logo or other proprietary graphic or trademark of Orion ADS to link to this Service without the express written permission of Orion ADS; and
You do not remove or obscure, advertisements, the copyright notice or other notices on the Service; and
You give us notice of such link by sending an e-mail message to us at the address contained in ¶3.5 Contact Information; and
You immediately stop providing links to the Service if notified by us

This limited right may be revoked at any time.

5.4.2. Links from the Site

Orion ADS makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party sites accessible by hyperlink from this Service or it’s Content. The third-party linked sites are not under the control of Orion ADS and Orion ADS is not responsible for the content of any third-party linked site or any link contained in a third-party linked site, or any review, changes or updates to such sites. Orion ADS is providing the links contained in the Service to You only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, sponsorship or adoption by Orion ADS of the site or any information contained therein. When leaving the Orion ADS Site, you should be aware this Agreement no longer governs, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that site.

5.5. Removal of Content

You acknowledge that Orion ADS is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, Orion ADS reserves the right at all times to determine whet her Content is appropriate and in compliance with this Agreement, and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of this Agreement or is otherwise objectionable.

5.6. Backup Your Content

You are responsible for backing up, to your own computer, network or other device, any important documents, images or other Content that you store or access via the Service. Content you may store or access through the Service may be subject to inadvertent damage, corruption, loss, removal or deletion and you should not rely on the Service for primary storage of information.

6. CLASSIFIED INFORMATION

You agree that:

You will not transmit, store or process classified information on/with the Service; and
You will immediately report any known or suspected security violations on this Service to filemaster@orionads.com.

This assurance and commitment shall survive termination of this Agreement.

7. EXPORT CONTROL

You agree that:

You will not transmit, store or process Export Controlled Information on/with the Service in violation of any export laws or regulations; and
You will abide by all U.S. and other applicable export control laws (including, but not limited to and without limitation, the requirements of the Arms Export Control Act, 22 U.S.C. 2751-2799aa-2, the International Traffic in Arms Regulation (ITAR), 22 C.F.R. 120 et seq., the Export Administration Act, 50 U.S.C. app. 2401-2420, and the Export Administration Regulations, 15 C.F.R. 730-774, and the regulations of the Office of Foreign Assets Control (31 C.F.R. Parts 500-595) when using the service; and
You will obtain all required export licenses and agreements necessary to transfer information using the Service prior to such transfer, and shall make such licenses or agreements available to Orion ADS for inspection upon demand; and
You will not use the Service to transfer or cause to be transferred, from the U.S., or to any “Foreign Person” (even if the “Foreign Person” is an employee, associate or subcontractor of the organization represented by the Member Account holder), any export controlled information or technical data subject to restrictions under such laws, without first obtaining, and then complying with, any requisite government authorization. “Foreign Persons” shall mean any natural person who is not a lawful permanent resident as defined by 8 U.S.C. 1101(a)(20) or who is not a protected individual as defined by 8 U.S.C. 1324b(a)(3). It also means any foreign corporation, business association, partnership, trust, society or any other entity or group that is not incorporated or organized to do business in the United States, as well as international organizations, foreign governments and any agency or subdivision of foreign governments (E.g., diplomatic missions); and
You will notify Orion ADS, in advance of any intended information transfer using this Service that is restricted by any export control laws or regulations applicable to you; and
You will immediately notify Orion ADS in writing if you or the Organization you represent is listed in any Denied Parties List or if export privileges are otherwise denied, suspended or revoked in whole or in part by any government entity or agency; and
You will immediately report any known or suspected export violations on this Service to filemaster@orionads.com.

This assurance and commitment shall survive termination of this Agreement.

8. INTELLECTUAL PROPERTY

Information exchanged using this Service may be the subject of intellectual property rights reserved by Orion ADS, you or other third parties. Nothing contained herein shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title or ownership of or to any intellectual property rights of Orion ADS or any third party including, without limitation, patents, copyrights, trade marks, logos, graphics, photographs, animations, signage, videos, stationery, publications, reports, and text.

Unless otherwise governed by an applicable contract, any information copied or downloaded from this Service for or on behalf of the U.S. Government is provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

You agree that:

Except for material we may license to you, Orion ADS does not claim ownership of the Content you submit or make available on the Service. However, by submitting or posting such Content on areas of the Service that are accessible by other Subscribers, you grant Orion ADS a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and display such Content on the Service solely for the purpose for which such Content was submitted or made available. Said license will terminate within a commercially reasonable time after you or Orion ADS remove such Content from the Service. By submitting or posting such Content on areas of the Service that are accessible by other Subscribers, you are representing that you are the owner of such material and/or have authorization to distribute it; and
You will not use the Service in any manner that would infringe or otherwise violate the copyright or other intellectual property rights of any third party in the United States or any foreign country; and
You will not transmit, store, or process Confidential/Proprietary information of any party on/with the Service unless you are legally authorized to do so, and for which current and valid Non-Disclosure Agreement (NDA) is in place with all parties who will have access to the information using the Service. Parties to NDAs must include, Orion ADS, the disclosing party and any receiving party that will have access to the information using the Service. To determine access privileges of directories contained on the Service contact filemaster@orionads.com ; and
You will not attempt to access Confidential/Proprietary of any other party on/with the Service unless you are legally authorized to do so in accordance with a current and valid Non-Disclosure Agreement; and
You will comply with all proprietary information markings and restrictive legends on information accessed using the Service and any related Non-Disclosure Agreements; and
You will not use, reproduce or disclose any information accessed by the Service in contravention of any Non-Disclosure Agreement, contract or regulation to which you are party or subject to; and
You will immediately report any known or suspected violations on this Service to filemaster@orionads.com .

This assurance and commitment shall survive termination of this Agreement.

8.1. Copyright

All copyrighted and copyrightable software, design, text, graphics, pictures and other files, and the selection and arrangement thereof comprising this Service are copyrighted, ALL RIGHTS RESERVED, by Orion Aerospace & Defense Systems, Inc. or third parties.

Content transferred, stored or processed using this Service may be subject to Copyright by Orion ADS, you or a third party.

8.2. Copyright & Intellectual Property Notice

Orion ADS respects the intellectual property of others. If you believe that the Service has been used in a way that constitutes any intellectual property right infringement (including Patent, Copyright, Trademark, or Proprietary) please contact us immediately, at the address contained in 3.5 Contact Information, with the following written information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property right interest; and
A description of the work/information or other Content that you claim has been infringed upon; and
A description of where the Content that you claim is infringing is located on the Site; and
Your address, telephone number, and e-mail address; and
A statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property right owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property right owner or authorized to act on the owner's behalf.

8.3. Trade and Service Marks

Orion ADS, the Orion ADS logo, Secure File Exchange, the Secure File Exchange logo and other Orion ADS trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Orion ADS Inc. in the US and/or other countries.

Any registered or unregistered trademarks, trade names, trade dress, service marks, logos, domain names, and URLs (collectively, the “Marks”) provided in the Content or displayed on the Service are the property of Orion ADS or third parties, and no right to use such Marks is granted to you herein. Other trademarks, including proprietary product designs, owned by Orion ADS or third parties and used by us may be reflected in the Content and should not be used by any third party without written authorization of the respective Mark owner. Requests for grant of a license to use Orion ADS Marks should be addressed in accordance with ¶3.5 Contact Information.

9. CONDUCT

9.1. Limitations on Use

You agree to use the Service only for purposes as permitted by this Agreement and as may be further limited by any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. The Service is designed and intended explicitly for the exchange of digital files between Orion ADS and its suppliers, customers and end customers directly related to the conduct of business with Orion ADS. The Service shall not be used for other purposes, including but not limited to personal use, or any other commercial business purposes to which Orion ADS is not a party.

9.2. No Resale of Service

You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

9.3. Authorized Access

Your:

Member Account will be assigned permissions by the Service Administrator that govern your access to information that you are authorized to access as determined by the Service Administrator; and/or
Anonymous Drop Ship notification(s) will govern the file(s) you are authorized to access: and/or;
Anonymous File Request notification(s) will specify the file(s) you are authorized to upload and govern the location(s) where they be uploaded to.

You agree that:

You will not access or attempt to access any information using the Service that you are not authorized to in advance; and
You will immediately report any known or suspected unauthorized access to information or permissions errors on this Service to filemaster@orionads.com .

9.4. Excessive Usage

Your Secure File Exchange account may be allocated certain levels of storage capacity and bandwidth for network traffic determined at the sole discretion of Orion ADS. If there is Excessive Usage on your account, Orion ADS reserves the right to temporarily disable access to information. “Excessive Usage“ as used herein, may apply to storage and/or bandwidth capacities, and means your usage within a given month or day (as applicable) exceeds the thresholds (if any) established by Orion ADS. Repeated violations may result in termination of your account. Orion ADS reserves the right to modify these limitations on use at any time.

9.5. Anonymous Drop Shipment Instigation

You agree that as a Member Account holder you will only generate file Drop Shipments to Anonymous Users as defined in ¶3.6.1 when:

The Anonymous User/Entity is known to you (you have validated the person/entity is who they say they are); and
You have and use a valid business or Government e-mail address of the user’s affiliated organization for transmitting the download URL to the Anonymous User/Entity (the use of personal e-mail accounts and particularly free e-mails service accounts such as g-mail or yahoo, is prohibited for transfer of any file that is not freely disclosable to the public); and
You have verified that the Anonymous User/Entity has a valid business need for access to the information being downloaded to which Orion ADS is a party and that is in the best interests of Orion ADS; and
You have verified that transfer of the information to the Anonymous User/Entity will not violate the export law compliance, Confidential/Proprietary Information, Intellectual Property or other provisions of this agreement – if Export licenses or Non-Disclosure Agreements are required, you have secured them and they are in place and on file at Orion ADS, prior to initiating the Drop Shipment; and
You have implemented password protection for the file download; and
You have set the download link to expire in not more than 1 week.

9.6. Anonymous File Request Instigation

You agree that as a Member Account holder you will only generate File Requests from Anonymous Users as defined in ¶3.6.1 when:

The Anonymous User/Entity is known to you (you have validated the person/entity is who they say they are), and
You have and use a valid business or Government e-mail address of the user’s affiliated organization for transmitting the solicitation URL to the Anonymous User/Entity (the use of personal e-mail accounts and particularly free e-mails service accounts such as g-mail or yahoo, is prohibited for transfer of any file that is not freely disclosable to the public), and
You have verified that the Orion ADS has a valid business need for access to the information being uploaded and that is in the best interests of Orion ADS, and
You have verified that transfer of the information from the Anonymous User/Entity will not violate the export law compliance, Confidential/Proprietary Information, Intellectual Property or other provisions of this agreement – if export/import licenses or Non-Disclosure Agreements are required, you have secured them and they are in place and on file at Orion ADS, prior to initiating the file solicitation, and
You specify the file(s) authorized to be uploaded in the File Request e-mail.

9.7. General Conduct

You agree that you will NOT use the Service to:

Upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
Stalk, harass, threaten or harm another;
Pretend to be anyone, or any entity, you are not — you may not impersonate or misrepresent yourself as another person, entity, another SFE Subscriber, an Orion ADS employee, or a civic or Government leader, or otherwise misrepresent your affiliation with a person or entity, (Orion ADS reserves the right to suspend or terminate any Member Account which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person's name or identity);
Engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;
Post, send, transmit or otherwise make available any unsolicited or unauthorized messages, advertising, solicitations, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;
Forge any TCP-IP packet header or any part of the header information in any transmittal, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Service (“spoofing");
Knowingly, upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
Upload, post, email, transmit, store or otherwise make available any material that is classified by any department or agency of the United States Government or allied nation.
Upload, download, post, email, transmit, store or otherwise make available any material that would constitute a violation of a U.S. Government distribution statement, the export/import laws of any nation including without limitation the International Traffic in Arms Regulations (ITAR), or any law, regulation or statute.
Modify or attempt to modify the Service software, configuration, or permissions.
Interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon);
Disassemble, decompile, reverse engineer or otherwise modify the Service Software or Content;
Access, attempt to access, any directories, shares, or areas, or download or attempt to download any material you have not been explicitly granted access to or are prohibited from accessing pursuant to another contract or agreement or which would create a conflict of interest or violation of any part of these terms;
Use the computer processing power of the Service for purposes other than those permitted hereunder;
Plan, encourage or engage in any illegal activity;
Gather and store personal information on any other users of the Service to be used in connection with any of the foregoing prohibited activities;
Share or retransmit to third parties information downloaded using/from the Service, without prior written consent of Orion ADS. Except that Subscribers may share, within the other constraints of this agreement, downloaded data within the Subscriber’s organization provided that organization is legally bound by the terms of this agreement.

10. REPORTING OF IMPROPER USE OR CONTENT

If you encounter Content or use of this Service, that is in violation of this agreement, you agree to immediately report it to filemaster@orionads.com.

11. GENERAL TERMS

11.1. Entire Agreement

This Agreement constitutes the entire agreement between you and Orion ADS with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter.

11.2. Applicable Law

This Agreement and the relationship between you and Orion ADS shall be governed and construed in accordance with the laws of the State of Oregon. Jurisdiction and venue as to any dispute relating to this AGREEMENT shall be in Jackson County, Oregon.

This assurance and commitment shall survive termination of this Agreement.

11.3. Severability

If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

11.4. Waiver

The failure of Orion ADS to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

11.5. Compliance with Law

You Agree that you will be solely responsible for compliance with all applicable requirements and obligations relating to your use of the Service under all local, state, and federal statutes, ordinances, rules and obligations including, but not limited to, import/export, intellectual property including patents, copyrights and proprietary/confidential data, theft, fraud, hacking, harassment, stalking, etc.

11.6. No Conveyance

Nothing in this Agreement shall be construed to convey to you any interest, title, or license in a Member Account, or similar resource used by you in connection with the Service.

11.7. Assignment

Any assignment of your rights or delegation of duties under this Agreement shall be void, unless prior written consent is given by Orion ADS.

11.8. Survivorship

You agree that your Secure File Exchange Member Account is non-transferable and that any rights to your Member Account terminate upon your death.

11.9. Survivability

If/when this Agreement and/or Member Account expires, or is terminated, you shall not be relieved of those obligations contained in this Agreement for the following provisions:

Applicable Law
Disputes
Classified Information
Export Control
Intellectual Property
Disclaimer of Warranties
Limitation of Liability
Indemnity

11.10. Disclaimer of Warranties

Some jurisdictions do not allow the exclusion of certain warranties, as such, to the extent such exclusions are specifically prohibited by applicable law, some of the exclusions set forth below may not apply to you.

You expressly understand and agree that your use of the Service is at your sole risk and the Service is provided on an "as is" and "as available" basis and without warranties of any kind, either express or implied. Orion ADS and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement or those arising from a course of dealing, usage or trade practice. The International Convention For The Sale Of Goods, the Uniform Computer Information Transaction Act and the Uniform Electronic Transactions Act are expressly disclaimed. In particular, Orion ADS and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors make no warranty that:

The Service will meet your requirements;
Your use of the Service will be timely, uninterrupted, secure or error-free;
Any information obtained by you as a result of the Service will be complete, accurate, error free or reliable; and
Any defects or errors in the information provided to you as part of the Service will be corrected.

Any information downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and you will be solely responsible for any damages that results from the download of any such information. You further acknowledge that the Service is not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the Content, data or information provided by the Service could lead to death, personal injury, or severe physical or environmental damage. No advice or information, whether oral or written, obtained by you from Orion ADS or through or from the Service shall create any warranty not expressly stated in this agreement.

While Orion ADS takes reasonable industry standard precautions, we cannot and do not represent or warrant that this Service, the server(s) hosting it, or the Content are free of viruses, Trojan horses, worms or other harmful components or malware.

This assurance and commitment shall survive termination of this Agreement.

11.11. Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, as such, to the extent such exclusions or limitations are specifically prohibited by applicable law, some of the exclusions or limitations set forth below may not apply to you.

Use of the Service and it’s Contents is at your own risk. You are solely responsible and liable for any damage to your network, software or computer system and any loss of data that may result from your use of the Service and/or the Content.

You expressly understand and agree that Orion ADS and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors shall not be liable to you or any third party for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses (even if Orion ADS has been advised of the possibility of such damages), resulting from:

The use or inability to use the Service;
The use or inability use the Content, regardless of origin, including but not limited to those related to the completeness, quality, reliability, accuracy, errors, slander, libel, omissions, falsehoods, rights in intellectual property and data of the Content;
The statements, representations, or Content provided by its users;
Any changes made to the Service or any temporary or permanent cessation of the Service or any part thereof;
The unauthorized access to or alteration of your transmissions or data;
The deletion of, corruption of, or failure to store and/or send or receive your transmissions or data on or through the Service;
Statements or conduct of any third party on the Service;
Any other matter relating to the Service.

In no event shall the aggregate liability of Orion ADS (whether in contract, warranty, tort (including negligence whether active, passive or imputed), product liability, strict liability or other theory) arising out of or relating to the use of this Service or Content exceed $5.00 or any compensation you paid Orion ADS for use of this Service (if any), whichever is less.

This assurance and commitment shall survive termination of this Agreement.

11.12. Indemnity

You agree to defend, indemnify and hold Orion ADS, its affiliates, subsidiaries, directors, officers, employees, agents, partners, licensors, successors and any third party Content providers harmless from any claim or demand, expenses and damages (including reasonable attorneys’ fees), made by a third party, relating to or arising from:

Any Content you submit, post, transmit, or otherwise make available through the Service;
Your use of the Service or Content;
Your breach of this Agreement; or
Your violation of any rights of another.

This obligation shall survive the termination or expiration of this Agreement and/or your Member Account.

You acknowledge that you are responsible for all use of the Service using your account, and that this Agreement applies to any and all usage of your Member Account. You agree to comply with this Agreement and to defend, indemnify and hold harmless Orion ADS from and against any and all claims and demands arising from usage of your Member Account, whether or not such usage is expressly authorized by you.

11.13. Notices

Orion ADS may provide you with notices regarding the Service, including changes to this Agreement, by email to the email address used for your Member Account registration, by regular mail, or by postings on our website and/or the Service.

11.14. Disputes

All disputes under this Agreement which are not disposed of by mutual agreement may be decided by recourse to an action at law or in equity. In the event of any dispute regarding this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred in such dispute, including reasonable attorneys' fees, even though suit or action is not filed, and if suit or action is filed, the prevailing party shall be entitled, in addition to costs and disbursements provided by statute, such additional sum as the court may adjudge reasonable as attorneys' fees, in the trial court, on any appeal, and/or in any bankruptcy proceeding.

This assurance and commitment shall survive termination of this Agreement.

END OF POLICY

Terms of Service