Welcome to File Transfer Service

Opentext, reserves the right, from time to time, with or without notice to you, to change these Terms of Use in our sole and absolute discretion. The most current version of these Terms of Use can be reviewed by clicking on the "Terms of Use" displayed via the FTS FTP banner access. The most current version of the Terms of Use will supersede all previous versions. Your use of the FTS or continued use of our service after changes are made means that you agree to be bound by such changes. As such, you should review the Terms of Use periodically.

Any personally identifying information submitted on the FTS is subject to Opentext's Privacy Policy, the terms of which are incorporated herein. Please review Opentext's Privacy Policy to understand our practices. The date of any changes to the Privacy Policy will be noted at the bottom of the document.

Customer Data Privacy Alert - File encryption and secure transport:
It is the customer responsibility to ensure that their corporate and regulatory data privacy requirements are met. Industry best practice is encrypting the file and securely sharing the key with the recipient as well as choosing a secure transport method (SFTP, HTTPS or FTPS).

FTS is an FTP-based service to provide document transfer between Opentext and customers or partners. FTS provides the transport mechanism and is not responsible for the documents transmitted or the overall (total Internet) end-to-end solution.

ATTENTION: PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY BEFORE USING THIS SERVICE ("SITE"). USING THIS SITE INDICATES THAT YOU HAVE READ AND ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THIS SITE. THESE TERMS GOVERN YOUR USE OF THE SITE, ANY CONTENT (SUCH AS TEXT, DATA, INFORMATION, SOFTWARE, GRAPHICS, OR PHOTOGRAPHS) THAT OPENTEXT COMPANY AND ITS SUBSIDIARIES MAY MAKE AVAILABLE THROUGH THE SITE (COLLECTIVELY, "MATERIALS") AND ANY SERVICES THAT OPENTEXT MAY PROVIDE THROUGH THE SITE (COLLECTIVELY, "SERVICES"). THE SITE, MATERIALS, AND SERVICES ARE REFERRED TO IN THESE TERMS COLLECTIVELY AS THE "FTS Services."

Except as set forth in "Other agreements; software, services or access", below, Opentext authorizes you to use the FTS only for Opentext collaboration purposes. Use of the Opentext Websites for any public or alternate commercial purpose (including, without limitation, on another site or through a networked computer environment) is strictly prohibited without corresponding Opentext agreements.

You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the FTS and for paying all charges related thereto. You agree to provide true, accurate, current, and complete information in the initiation of the credential creation for the FTS dropbox. You are responsible for maintaining the confidentiality of your FTS credentials and you are solely responsible for all activities that occur under your credentials. You agree to notify Opentext immediately of any unauthorized use of your credentials or any other breach of security related to the FTS. Opentext reserves the right to require you to change your credential password if Opentext believes that your password no longer is secure. Access to FTS granted under other separately executed agreements by Opentext and You shall supersede the terms contained in this Section.

You agree not to use the FTS (including, without limitation, any Materials or Services you may obtain through your use of the FTS):

1. in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a "Law");
2. to stalk, harass, or harm another individual;
3. to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or
4. to interfere with or disrupt the FTS or servers or networks connected to the FTS. You further agree not to
5. use any data mining, robots, or similar data gathering or extraction methods in connection with the FTS; or
6. attempt to gain unauthorized access to any portion of the FTS or any other accounts, computer systems, or networks connected to the FTS, whether through hacking, password mining, or any other means.

Except as set forth in "Other agreements; software, services or access", below, Opentext may terminate, suspend, or modify your dropbox credentials, or access to, all or part of the FTS, without notice, at any time and for any reason. You may discontinue your participation in and access to the FTS at any time. If you breach any of these Terms, your authorization to use the FTS automatically terminates and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

THE FTS IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE FTS IS WITH YOU. SHOULD THE MATERIALS OR SERVICES PROVE DEFECTIVE, YOU, AND NOT OPENTEXT, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING AND REPAIR. OPENTEXT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO FTS ( INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OPENTEXT MAKES NO WARRANTY THAT FTS WILL MEET YOUR REQUIREMENTS OR THAT THE FTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE FTS SERVICE WILL BE CORRECTED. OPENTEXT MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE FTS SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE FTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH FTS OR FROM OPENTEXT, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "THE OPENTEXT PARTIES") SHALL CREATE ANY WARRANTY. OPENTEXT DISCLAIMS ALL EQUITABLE INDEMNITIES.

IN NO EVENT WILL ANY OF THE OPENTEXT PARTIES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF ONE HUNDRED UNITED STATES (US$100.00) DOLLARS (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH THE OPENTEXT WEBSITES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE OPENTEXT WEBSITES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY AND EVEN IF ANY OPENTEXT PARTY HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any Opentext Party 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 the Opentext Party's liability shall be the minimum permitted under such applicable law.

Opentext may provide products (such as hardware or software) services (such as hardware maintenance or repair or software maintenance, installation, or training) or access to FTS under the terms of a separate agreement between you and Opentext (each, an "Other Agreement"). Opentext's obligations with respect to any product, service, or access that it makes available to you under any Other Agreement shall be governed solely by the Other Agreement under which such product or service is provided and these Terms shall not be deemed or construed to alter the terms of such Other Agreements.

For example, the use of any software that is made available to download from the FTS (" Software") is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install any Software that is accompanied by or includes a License Agreement unless you first have agreed to the License Agreement terms. If no end user license agreement accompanies or is included with the Software, then such Software shall be deemed to be Materials hereunder and these Terms shall govern your use of such Software. FURTHER REPRODUCTION OR REDISTRIBUTION OF ANY SOFTWARE IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING OR INCLUDED WITH SUCH SOFTWARE.

Opentext reserves the right to modify, suspend, or discontinue the FTS Service at any time without notice to you. For example, Opentext may make changes to the Materials and/or Services, or to the products and prices described in them, at any time without notice. The Materials and Services may be out of date and Opentext makes no commitment to update the Materials and Services whatsoever. Information published on FTS may refer to products, programs, or services that are not available in your country. Consult your local Opentext business contact for information regarding the products, programs, and services that may be available to you.

You may create links to any FTS dropboxes or information from websites, but only in accordance with the following terms and in compliance with all applicable laws.

Absent Opentext's written authorization otherwise, a website that links to this Site:

1. may link to, but shall not replicate, any Materials (including any Opentext logo);
2. shall not create a browser or border environment around any Materials;
3. shall not imply that Opentext endorses such website or any products, services, or content available through such website;
4. shall not misrepresent its relationship with Opentext;
5. shall not present false or misleading information about Opentext, its products, or its services;
6. shall not contain content that could be construed as distasteful, offensive, or controversial; and
7. shall contain only content that is appropriate for all age groups.
8. such links shall not include dropbox credentials; names or passwords that would publically display this information

Any Materials that are downloaded by or on behalf of the United States of America, its agencies, and/or instrumentalities ("U.S. Government"), are subject to the provisions of FAR 12.211 - "Technical Data", and FAR 12.212 - "Computer Software", or to clauses providing Opentext equivalent protections in DFARS or other agency specific regulations.

Opentext administers this service from its offices in Sunnyvale, California. Opentext makes no representation that the FTS services are appropriate or available for use outside the United States and access to the FTS Services from territories where its contents are illegal or restricted is prohibited. If you choose to access the FTS Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable Laws. You agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of the FTS Services and to not, in violation of any Laws, transfer, or authorize the transfer, of any Materials to a prohibited country or otherwise in violation of any Laws. In particular, but without limitation, the Materials may not, in violation of any Laws, be exported or re-exported

1. into any U.S. embargoed countries or
2. to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders or U.S. Department of Commerce Entity List of proliferation concern or the US State Department Debarred Parties List. By using any Materials subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

You agree to indemnify, defend, and hold harmless the Opentext Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or 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 these Terms. Opentext reserves the right 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 Opentext's defense of such claim.

When you visit or use FTS or send e-mails to Opentext, you are communicating with Opentext electronically. We may respond to you by e-mail or by posting notices on the Site. You agree that all such notices, disclosures, and other communications that Opentext provides to you electronically satisfy any legal requirement that such communications be in writing.

These Terms, together with any additional terms to which you agree when using particular elements of FTS, constitute the entire and exclusive and final statement of the agreement between you and Opentext with respect to the subject matter hereof, superseding any prior agreements or negotiations between you and Opentext with respect to such subject matter. The Opentext Parties are third party beneficiaries with respect to the provisions in these Terms that reference them. These Terms and the relationship between you and Opentext shall be governed by the laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Opentext Websites shall be brought in the Federal or State courts located in Santa Clara County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Opentext to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms 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 Opentext and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms shall remain in full force and effect notwithstanding any termination of your use of the Opentext Websites. These Terms will be interpreted without application of any strict construction in favor of or against you or Opentext. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Opentext without restriction.

Opentext may, in its sole and absolute discretion, change these Terms from time to time. Opentext will post notice of such changes on the applicable site. If you object to any such changes, your sole recourse shall be to cease using the Opentext Websites. Continued use of the Opentext Websites 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. Certain provisions of these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Opentext Websites and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Terms and to supersede the provision(s) of these Terms that are designated as being superseded.