DubFiler

Last updated July 24, 2009

This Terms of Service (the “Agreement”) governs your use of and sets for the terms and conditions that apply to your access and use of the Internet Web Site accessible at the a URL http://www.DubFiler.com (the “Site”). This Site is owned and operated by Dubfiler, LLC, (“Dubfiler”) a Wyoming Liability corporation.

General.

Thank you for your interest in using the tools, features, and functionality offered and accessible at the Site (collectively the “Service”). By using the Service, either as a “Visitor” (which means that you simply browse the Site) or you are a registered “Member” (which means that you have registered on Dubfiler.com and created a user account) you are stating that you have read, understand, and agree to be bound by this Agreement and the Site’s Privacy Policy, as they may be amended from time to time in the future (see “Modifications” below). The term “you” or “User” refers to a Visitor or a Member.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Dubfiler LLC. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records. By using the Site, you represent that you are thirteen (13) years of age or older.

If you do not agree to this Agreement or cannot due to age or lack of capacity or authority, your use of the Site is not permitted, and we ask you to leave the Site immediately.

Privacy and Personal Information

In order to improve and create a better user experience, Dubfiler LLC collects certain information about you, whether while visiting, browsing, registering, or using services and functions of the site. All information collected by Dubfiler LLC, shall be used in accordance with the provisions of the Site’s Privacy Policy which can be found here, and is hereby incorporated into this Agreement.

Registration Information.

Certain features of the Site require registration and creation of an account with Dubfiler (“User Account”) in order for them to function (“Member Services”). When registering, you will be asked to provide an email address and password (“Login Information”). You are responsible for safeguarding and maintaining the confidentiality of the password that you use to access the Member Services and you solely are responsible for any and all actions and activities that take place by any individual or user with your Login Information.

You agree not to disclose your password to any third party. You agree to: (a)provide true, accurate, current, and complete information as prompted by the registration form; and (b)maintain and update such information to keep it true, accurate, current, and complete at all times. You agree to immediately notify Dubfiler at http://www.dubfiler.com/contact of any unauthorized use of your password or any other breach of security related to the Site. Dubfiler reserves the right to require you to change your password if Dubfiler believes that your password is no longer secure. YOU AGREE THAT DUBFILER LLC WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY ARISING FROM UNAUTHORIZED USE OF OR YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR LOGIN INFORMATION.

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available Internet browser.

Your Use of the Site

Your right to access the Site and utilize the Service is personal to you and is not transferable or assignable by to you to any other person or entity.

Your access and use of the Site and the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or other actions that Dubfiler, in its sole discretion, may elect to take.

You agree not to use the Site or Services to: (a)violate any local, state, national, or international law or regulation; (b) upload, transmit or store on the Site any materials which would infringe upon any copyright or intellectual property laws or rights of another person or entity; (c)upload, transmit or store any material that is abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (d)upload, transmit or store any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (e)upload, transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (f)stalk, harass, or harm another individual; (g)impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (h)interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site.

Dubfiler may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although Dubfiler has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

Access and Interference

You agree that you will not:

• Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion of the Site, without Dubfiler’s express written consent, which may be withheld in Dubfiler’s sole discretion;

• Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than the search engines and search agents available through the Service.

• Access, tamper with, or use any non-public areas of the Service or Dubfiler’s computer systems or the technical delivery systems of Dubfiler’s providers;

• Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;

• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;

• Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;

• Impersonate or misrepresent your affiliation with any person or entity.

User Content.

You are responsible for all of the content which you submit or transfer to Dubfiler via the Service. Dubfiler allows users to upload files, information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials that you submit to the Site (collectively “User Content”) and transmit them to Users. Dubfiler does not claim ownership of any User Content you submit for display or distribution to others via the Service.

As a condition to your use of the Service, you agree not to:

Upload or transmit any content: (i) that you do not have the lawful right to copy, transmit, distribute, and display (including any content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content); (ii) for which you do not have the consent or permission of each identifiable person in the content to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the Content); (iii) that infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading.

Our Rights To Your Content

Dubfiler respects Your rights to the User Content which You transmit and transfer to the Service.  In order for the Service to function, it is necssary for You to grant to Dubfiler certain rights.  Therefore, You grant to Dubfiler and Dubfiler’s affiliates, representatives, and assigns the right to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Content, as designed, designated and contemplated by Your use of the Service  (in whole or in part) in any format or medium now known or later developed in, through, and as a part of the Service.

Dubfiler reserves the right to display advertisements in connection with User Content and to use User Content for advertising and promotional purposes. Dubfiler will not use User Content for advertising or promotional purposes other than on the Site without your express written permission. Dubfiler does not pre-screen User Content and you agree that you are solely responsible for all of your User Content. Dubfiler is not required to host, display, or distribute any User Content, and may remove at any time or refuse any User Content. Dubfiler is not responsible for any loss, theft, corruption or damage of any kind to any User Content.

Dubfiler reserves the right at all times to disclose, in its sole discretion, any information or User Content as necessary to (a) satisfy any law, regulation, or governmental request or (b) for any other legal purpose in Dubfiler’s sole discretion.

Copyright Infringement.

Dubfiler respects the intellectual property rights of others. Accordingly, Dubfiler has a policy of removing User Content that violate copyright law, suspending access to the Site (or any portion thereof) to any user who uses the Site in violation of copyright law on a recurring base (“Repeat Offender”), and/or terminating in appropriate circumstances the account of Repeat Offender who uses the Site in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, Dubfiler has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Site, please provide written notice to the following Dubfiler agent for notice of claims of copyright infringement.

Dubfiler LLC
Attn: Copyright Agent
50 5th Ave
Brooklyn, NY 11217

Or contact DubFiler LLC at:
http://dubfiler.com/contact

Your written notice must: (a) contain your physical or electronic signature; (b)identify the copyrighted work alleged to have been infringed; (c) precisely identify the allegedly infringing material in a sufficiently precise manner to allow Dubfiler to locate that material, including each URL you believe links to the allegedly infringing material; (d)contain adequate information by which Dubfiler can contact you (including postal address, telephone number, and e-mail address); (e)contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner's agent, or the law (including, but not limited to, use under the fair use doctrine); (f)contain a statement that the information in the written notice is accurate; and (g)contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please do not send notices or inquiries unrelated to alleged copyright infringement to Dubfiler’s designated agent.

Termination.

Dubfiler reserves the right to investigate your use of the Site in the event Dubfiler, in its sole and absolute discretion, believes you have violated these Terms. Dubfiler may terminate your Site membership or suspend your access to all or part of the Site, without notice, if you violate this Agreement or you engage in any conduct that Dubfiler, in its sole and absolute discretion, believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of Dubfiler, any other Site user, or any third party. Upon termination, Dubfiler reserves the right to remove, destroy, delete, or otherwise disable access to your User Content. YOU AGREE THAT DUBFILER SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR REMOVING YOUR USER CONTENT OR SUSPENDING OR TERMINATING YOUR ACCESS TO THE SITE(OR ANY PORTION THEREOF).

You may discontinue your participation in and access to the Site at any time. If at any time you do not agree to this Agreement, and/or your account is terminated, and you do not remove your User Content, any and all rights, privileges, and ownership of content left on the Site shall be terminated, and Dubfiler may, in Dubfiler's sole discretion, remove, destroy, or otherwise disable access to your User Content.

The terms of Sections 2 and 13 through 21 of this Agreement, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Site

Modifications.

Dubfiler may, in its sole and absolute discretion, change these Terms from time to time. Dubfiler will post notice of such changes on the Site. If you object to any such changes, your sole recourse shall be to cease using the Site and remove your User Content. Continued use of the Site following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Modifications To Site.

Dubfiler reserves the right to modify or discontinue the Site with or without notice to you. YOU AGREE THAT DUBFILER SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD DUBFILER EXERCISE ITS RIGHT TO MODIFY OR DISCONTINUE THE SITE.

Fees.

Dubfiler reserves the right at any time to charge fees for access to any portion of the Site content or features. . In no event will you be charged for access to any Site content or features, service, or to the Site as a whole, unless we obtain your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to various content or services available on the Site. Details regarding the content or services you will receive in exchange for fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) this Agreement.

Links.

Dubfiler’s provision of a link to any other web site or Internet resource is for your convenience only and does not signify Dubfiler’s endorsement or affiliation of such other web site or resource or its contents. YOU AGREE THAT DUBFILER SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, OR MATERIALS FOUND AT ANY OTHER WEB SITE OR INTERNET RESOURCE.

No Commercial Use.

You may not resell, distribute, use on a timeshare or service bureau basis, provide access to any other individual, entity or user, or use to operate a Web site or otherwise generate income, either directly or indirectly, from the Site or Services.

Disclaimer of Warranties.

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DUBFILER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). DUBFILER MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS, PHOTOGRAPHS, AND SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE SITE IS NOT GUARANTEED AND THAT DUBFILER SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE SITE OR ITS UNAVAILABILITY. DUBFILER MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DUBFILER OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY.

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DUBFILER OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SITE. YOU AGREE THAT IN NO EVENT SHALL DUBFILER BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO DUBFILER WITHIN THE SIX (6) MONTHS PRECEDING NOTIFICATION OF THE DISPUTE TO DUBFILER LLC FOR USE OF THE SITE.

Exclusions And Limitations.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Dubfiler may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Dubfiler’s liability shall be the minimum permitted under such applicable law.

Indemnification.

You agree to indemnify, defend, and hold harmless Dubfiler, its parents, subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of this Agreement, violation of your representations or warranties hereunder, the violation of any Federal, State, or local laws, or the violation of any third party’s rights. Dubfiler reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Dubfiler’s defense of such claim.

Trademarks, Copyright, and other Intellectual Property.

The Site and all intellectual property associated with the Site, including the code, the design, and any and all elements of the Site (collectively “Site Intellectual Property”) are owned wholly and separably by Dubfiler or other entities. “DubFiler.com” and the DubFiler.com design, as well as certain other of the names, logos, and materials displayed on the Site constitute trademarks, trade names, service marks or logos (“Marks”) of Dubfiler or other entities. You are not authorized to use any such Marks. Ownership of all Marks, Site Intellectual Property and any goodwill associated therewith remains with Dubfiler or those other entities.

The content on the Site, including without limitation, video, text, photos, and graphics provided by Dubfiler on the Site (the “Dubfiler Content”), is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Dubfiler or its licensors. Other than with respect to your own User Content: (a)the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Dubfiler and its applicable licensors; and (b)you must abide by all copyright notices, information, or restrictions contained in or attached to any Content.

Governing Law and Forum for Disputes

This Agreement and the relationship between you and Dubfiler shall be governed by the laws of the State of Wyoming as applied to agreements made, entered into, and performed entirely in Wyoming by Wyoming residents, notwithstanding your actual place of residence.

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York, or at another location mutually agreed upon by both parties, before one arbitrator. At the option of the first to commence an arbitration, the arbitration shall be administered either by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or by a mutually agreed upon arbitrator, pursuant to JAMS rules of procedure. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Allocation of Fees and Costs: The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party.

Dubfiler may seek injunctive relief in any court with jurisdiction over the parties, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. You understand that, in return for agreement to this provision, Dubfiler is able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with Dubfiler, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:

Miscellaneous.

This Agreement, together with the terms of any end user license agreement to which you agree when downloading any software that Dubfiler makes available through the Site and any additional terms to which you agree when using particular elements of the Site (e.g., terms relating to the payment of fees for certain Site content or services), constitute the entire and exclusive and final statement of the agreement between you and Dubfiler with respect to the subject matter hereof, and govern your use of the Site, superseding any prior agreements or negotiations between you and Dubfiler with respect to the subject matter hereof.

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

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Dubfiler and you as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Notifications

For any and all notifications related to this Agreement, except with respect to Copyright Infringement, please send them to:

Dubfiler LLC
Attn: Copyright Agent
449 Troutman St, 3B
Brooklyn, NY 11237