Terms and Conditions

TERMS & CONDITIONS

Allegro Transfer, LLC provides a fast and secure file transfer service. Our services make it easier for people to share files, folders and ideas and collaborate while knowing it is all properly protected.

By signing up or otherwise using any of our services, you are entering into a binding contract with Allegro Transfer LLC, a Delaware limited liability company (the “Agreement”). Your agreement with us includes these terms, conditions, and any additional terms and conditions that we may establish in connection with the use of our services. In order to use our services, you hereby promise and agree that any registration information you submit and provide to Allegro is true, accurate, and complete, and you agree to keep our records updated at all times.

1. DEFINITIONS

Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1.

1.1 “Aggregated Data” shall have the meaning ascribed to such term in Section 4.4.
1.2 “Allegro” shall mean Allegro Transfer, LLC, and its affiliates, if applicable.
1.3 “Allegro IP” shall mean the Services, the Embedded Software, and any and all other intellectual property contained therein or otherwise provided to any User.
1.4 “Authorized End User(s)” shall mean any individual accessing or using the Services through the Web Interface with or without a Subscription.
1.5 “Content” shall mean any and all documents, files or other multimedia uploaded, stored, and/or transferred using the Services.
1.6 “Customer” shall mean any individual or entity who accesses or uses the Services through a Subscription.
1.7 “Defect” shall have the meaning ascribed to such term in Section 7.1.
1.8 “Disclosing Party” shall have the meaning ascribed to such term in Section 4.1.
1.9 “Embedded Software” shall mean the software and/or firmware used in connection with the Services.
1.10 “Initial Term” shall have the meaning ascribed to such term in Section 6.1.
1.11 “Permitted Purpose” shall have the meaning ascribed to such term in Section 2.3.
1.12 “Proprietary Information” shall have the meaning ascribed to such term in Section 4.1.
1.13 “Receiving Party” shall have the meaning ascribed to such term in Section 4.1.
1.14 “Renewal Term” shall have the meaning ascribed to such term in Section 6.1.
1.15 “Service Term” shall have the meaning ascribed to such term in Section 6.1.
1.16 “Services” shall mean the provision, via the Web Interface, of Allegro’s software application for storing, sharing and transferring Content.
1.17 “Service Suspension” shall have the meaning ascribed to such term in Section 2.6.
1.18 “Subscription” shall mean the Customer’s right, subject to the terms hereof, to access and use the Services.
1.19 “Usage Fee” shall mean the subscription fees to be paid by the Customer for ongoing access to Services.
1.20 “Users” shall collectively mean any individual or entity, including the Customer and Authorized End User, who accesses or uses the Services.
1.21 “User Data” shall have the meaning ascribed to such term in Section 4.1.
1.22 “User ID” shall have the meaning ascribed to such term in Section 2.1.
1.23 “Web Interface” shall mean the website(s) or application(s) through which Users can access the Services in accordance with the terms of this Agreement.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Subject to the terms of this Agreement, Allegro hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Service Term (as defined in Section 6.1 below), solely for the Users. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Customer shall be responsible for all any and all acts and omissions of Customer and their/its Authorized End Users, which if undertaken by Customer, would constitute a breach of this Agreement. Customer shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services and shall cause Authorized End Users to comply with such provisions. Allegro may use the services of one or more third parties to provide any part of the Services, including without limitation using a third party to host the Web Interface which makes the Services available to Users. WARRANTIES PROVIDED BY SAID THIRD PARTY SERVICE PROVIDERS ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND ALLEGRO’S SOLE AND EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION HOSTING THE WEB INTERFACE. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Allegro grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed by Allegro; in each case, solely as necessary for Customer to use the Services.
2.3 Usage Restrictions. The purpose for usage of the Services and Embedded Software is solely to facilitate the storage, streaming and transfer of Content (“Permitted Purpose”). Customer shall not, and shall not permit any Authorized End Users to, (i) copy or duplicate any of the Allegro IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Allegro IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Allegro IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Allegro IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Allegro; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Allegro IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Services or the Allegro IP; (vi) use the Services or Allegro IP, for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2.1, 2.2, or 2.3.
2.4 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Allegro and its licensors, if any, retain all right, title and interest in and to the Allegro IP and its components, and User acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. User further acknowledges that Allegro retains the right to use the foregoing for any purpose in Allegro’s sole discretion. Customer shall be the sole owner of any and all Content and Allegro shall have no right, title or other interest in such Content. Except as explicitly set forth in this Agreement, Allegro does not, and shall not, control, verify or endorse the Content Customers use, transfer, transmit, store, share or download in connection with the Services. Customer shall be solely responsible for ensuring it is the owner or permitted licensee of any and all Content located in its account or that is shared through the Services. By using the Services, Users agree not to violate any laws or these terms and conditions in connection with its use of the Services. Customer agrees that when it uses the Services and shares, uses, transfers, transmits, stores, or downloads Content, it may inadvertently permit other people to access, use, share, transfer, transmit, store, or download your Content without restriction or compensation to you. Notwithstanding any of the foregoing, at all times Customer maintains a User ID with Allegro, Customer agrees that Allegro, and any agents, contractors, employees, or service providers acting on behalf of Allegro, as applicable, shall have the right to access, transfer, transmit, process, use, share, download and disclose Content and other Customer information which Allegro obtains as part of your use of the Services, provided however that such right is used solely: (i) as necessary to provide the Services; (ii) as otherwise permitted by this Agreement; (iii) as otherwise required by any applicable laws, regulations, or court orders; and/or to respond to an emergency.
2.5 Intellectual Property Infringement. Allegro does not tolerate the infringement of intellectual property rights and will respond and investigate any reports of alleged infringement of any intellectual property rights of its Users. Allegro reserves the right to delete or disable any and all access to Content which violates any intellectual property laws or these terms and conditions and suspend or terminate any User’s account deemed to have violated such rights. If User believes there is or has been an unauthorized access of their account or Content resulting in the infringement of their intellectual property rights, User shall contact Allegro immediately. Failure to promptly notify Allegro of such unauthorized access and any resulting damages to User shall be deemed to have been caused by User’s action, or inaction, and Allegro shall have nor responsibility or liability therefrom.
2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Allegro may, in its sole and absolute discretion, temporarily, or permanently, suspend any User’s access to any portion or all of the Allegro IP if (i) Allegro reasonably determines that (a) there is a threat or attack on any of the Allegro IP or Content; (b) User’s use of the Allegro IP disrupts or poses a security risk to the Allegro IP, any Content, or any other customer or vendor of Allegro; (c) User is using the Allegro IP in connection with fraudulent or illegal activities, including, but not limited to, any form of copyright infringement or theft; (d) Allegro’s provision of the Services to User is prohibited by applicable law; (e) any vendor of Allegro has suspended or terminated Allegro’s access to or use of any third party services or products required to enable Users to access, and/or use, the Allegro IP; or (f) User has violated any term of this provision, including, but not limited to, utilizing the Services for anything other than the Permitted Purpose (each such suspension, in accordance with this Section 2.7, a “Service Suspension”). Allegro will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to such User and to provide updates regarding resumption of access to the Allegro IP and Content following any Service Suspension. Allegro shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably practicable after the event giving rise to the Service suspension has been cured. Allegro may, in its sole discretion, completely and indefinitely bar any User from accessing or using the Services for any reason, indefinitely. Allegro shall have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that User may incur as a result of a Service Suspension.
2.7 Changes to Service. Allegro may, in its sole discretion, make any changes to its Services that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Allegro products or Services to its Users, (b) the competitive strength of, or market for, Allegro products or Services, or (c) the Service’s cost efficiency or performance, or (ii) to comply with applicable law.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 User Obligations. Upon creation of a User ID, User agrees to provide Allegro with accurate, complete, and updated registration information for so long as the User ID exists. User may not select as its User ID a name that is already in use by another User, User does not have the right to use, or another person’s name with the intent to impersonate that person. User may not transfer its account to anyone else without the prior written consent of Allegro. User will not share its User ID, account or password with anyone and agrees to protect the security of its User ID, account and password. User is responsible for any activity associated with, or occurring in connection with, its account. User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services.
3.2 User Representations and Warranties. User represents, covenants, and warrants that User will use the Services only in compliance with this Agreement and all applicable laws and regulations of the State of Georgia. User hereby agrees to indemnify and hold harmless Allegro against any damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys’ fees, in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from User’s use of the Services and any Embedded Software, including any claim that such actions violate any applicable law or third party right. Although Allegro has no obligation to monitor User’s use of the Services, Allegro may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. CONFIDENTIALITY; CUSTOMER DATA

4.1 Confidentiality. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Allegro includes non-public information regarding features, functionality, and performance of the Services. Proprietary Information of User includes non-public data provided by User to Allegro or collected by Allegro to enable the provision of the Services (“User Data”). The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event will a Party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Allegro’s use of the Proprietary Information may include processing the Proprietary Information to send Customer alerts, such as when an individual or User accesses their Content. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. For clarity, Allegro may access, use, preserve and/or disclose User Data to government officials, and/or third parties, if legally required to do so or if Allegro has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Allegro, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation.
4.2 User Data. As between Allegro and User, all right, title, and interest in the User Data, belong to and are retained solely by such User. User hereby grants to Allegro a limited, non-exclusive, royalty-free, worldwide license to use the User Data and perform all acts with respect to the User Data as may be necessary for Allegro to provide the Services to User, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the User Data as a part of the Aggregated Data (as defined in Section 4.4 below). As between Allegro and User, User is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data.
4.3 Feedback. If any User provides any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the subject matter hereunder, Such User hereby assigns (and will cause its agents and representatives to assign) to Allegro all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.
4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Allegro shall have the right to collect and analyze data that does not refer to or identify User or any individuals or de-identifies such data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data which has been stripped of any personal identifying information. User acknowledges that Allegro will be compiling anonymized and/or aggregated data based on User Data input into the Services (the “Aggregated Data”). User hereby grants Allegro a non-exclusive, worldwide, perpetual, royalty-free right and license (during and after the term hereof) to use and distribute such Aggregated Data to improve and enhance the Services and for other marketing, development, diagnostic and corrective purposes, other Allegro offerings and crime prevention efforts. No rights or licenses are granted except as expressly set forth herein. For sake of clarity, the foregoing “Confidentiality; Customer Data” provisions do not apply to Content.

5. PAYMENT OF FEES

5.1 Fees. Customer must provide Allegro with a current, complete, accurate and authorized payment method information (e.g. credit card information) upon signing up for a Subscription. Customer authorizes Allegro to charge the provided payment method in accordance with the price for the Services selected and/or any additional features added to Customer’s Subscription, if any, when payment is due. Allegro may charge the provided payment method at the time of subscription and on a recurring, monthly basis. Payment for Subscriptions shall be due each month the Subscription renews. Each subscription is for a period of one (1) month and automatically renews each month unless Customer cancel’s their subscription prior to the “monthiversary” of the subscription start date.
5.2 Changes to Fees. Allegro reserves the right to change the Fees or applicable charges and to institute new charges at any time. Allegro shall promptly notify Customer of any change to Fees or other applicable charges and any such changes shall take effect on the next billing cycle. If Customer believes that Allegro has billed Customer incorrectly, Customer must contact Allegro no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Allegro’s customer support department. Customer acknowledges and agrees that a failure to contact Allegro within this sixty (60) day period will serve as a waiver of any claim Customer may have had as a result of such billing error.
5.3 Invoicing, Late Fees; Taxes. Allegro may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Allegro thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Allegro’s net income.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall be for the period one (1) month from the date Customer subscribes to the Services (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive renewal terms of one (1) month each (each, a “Renewal Term”, and together with the Initial Term, the “Service Term”) unless either party gives the other party notice of non-renewal prior to the end of the Renewal Term.
6.2 Termination. Upon termination of this Agreement, Allegro will delete all Content and will terminate Customer’s right to access or use and Allegro IP, and all licenses granted by Allegro hereunder shall immediately be deemed to be terminated.
6.3 Survival. The following sections will survive termination: 2.3, 2.4, 2.5, 3, 4, 7.4, 8, and 9.

7. REMEDY; WARRANTY AND DISCLAIMER

7.1 Remedy. Upon a malfunction or failure of the Allegro IP (a “Defect”), Customer shall make commercially reasonable efforts to notify Allegro of the problem. Upon receipt of notice of a Defect, Allegro shall, or shall instruct one of its contractors to repair Allegro IP. Allegro provides no warranties or assurances of when the Defect will be repaired and will not be responsible for any damages or losses a User may incur as a result of the Defect or the inability to access and use the Allegro IP or the Content. However, Allegro shall use reasonable efforts to repair the Defect.
7.2 Warranty. Allegro shall use reasonable efforts consistent with prevailing industry standards to maintain the Allegro IP in a manner which minimizes errors and interruptions in the Allegro IP. Allegro IP may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Allegro or by third-party providers, or because of other causes beyond Allegro’s reasonable control, but Allegro shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled Service disruption.
7.3 Force Majeure. Allegro is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of any User.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND ALLEGRO’S SOLE LIABILITY, WITH RESPECT TO THE SERVICES. ALLEGRO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY WHATSOEVER AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND ALLEGRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF GEORGIA.
7.5 Insurance. Allegro will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of its business risk.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY ALLEGRO AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ALLEGRO’S REASONABLE CONTROL; (D) FOR CRIME PREVENTION; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO ALLEGRO FOR THE SERVICES UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ALLEGRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF GEORGIA.

9. MISCELLANEOUS

9.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Allegro’s prior written consent. Allegro may transfer and assign any of its rights and obligations, in whole or in part, under this Agreement without consent.
9.3 Entire Agreement. This Agreement together with the Privacy Policy and Data Retention Policy are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein.
9.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Allegro in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
9.5 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions. Any dispute arising out of, in connection with, or in relation to this agreement or the making of validity thereof or its interpretation or any breach thereof shall be determined in the Superior of Fulton County, Georgia or in the Northern District Court of Georgia, as necessary.
9.7 Export. Customer may not remove or export from the United States or allow the export or re-export of the Allegro IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

10. CUSTOMER SERVICE

Questions concerning these terms and conditions or other requests or questions regarding the Allegro IP should be directed to the contact point specified on Allegro’s website.