Terms

The Terms of Service (this " Agreement ") and TorrentSwift's Acceptable Use Policy (" AUP ") govern your purchase and use of all TorrentSwift services (collectively, the " Services "), as described in the Order Form(s) submitted by you and accepted by TorrentSwift. You must register and accept the terms of this Agreement and the AUP in order to use the Services. BY CLICKING ON THE "I ACCEPT" BUTTON, AND/OR REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THE AUP AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AS WELL AS ALL POLICIES AND GUIDELINES OF THE AUP, WHICH ARE INCORPORATED HEREIN BY REFERENCE. TorrentSwift may modify any of the terms and conditions contained in this Agreement and the AUP, at any time in its sole discretion. Any modifications are effective upon posting of the revisions on the TorrentSwift web site (the " Site "). Your continued use of the Services following TorrentSwift's posting of any modifications constitutes your acceptance of the modifications. If you do not agree to the terms of any modification, do not continue to use the services and immediately notify TorrentSwift of your termination of this Agreement in the manner described in Section 1.1 below.

Term. This Agreement will be for an " Term " of 1 month from the date the Services are first provided by TorrentSwift. This Agreement will be automatically renewed (the " Renewal Term ") at the end of the Initial Term or any Renewal Term for a period of 1 month unless you provide TorrentSwift with written notice of termination at least 24 hours before the end of the Initial Term or Renewal Term, whichever is then applicable. To schedule your account for cancellation, please login to http://torrentswift.com/clients/clientarea.php and submit cancellation request. This will ensure that your account is processed quickly for cancellation.

Termination. This Agreement may be terminated: (i) by you or TorrentSwift during any Renewal Term, without cause, by giving the other party 1 day prior written notice; (ii) by TorrentSwift in the event of nonpayment by you as provided in Section 1.4 below; and (iii) by TorrentSwift, at any time, without notice, if, in TorrentSwift's sole judgment, you are in violation of any terms or conditions of the AUP. If you terminate this Agreement, or if TorrentSwift terminates this Agreement for your breach, before the end of the Initial Term or the Renewal Term, whichever is then applicable, you will be required to pay immediately all fees and costs accrued before the termination date, all monthly recurring fees for each month remaining in the term and any other amounts you owe to TorrentSwift under this Agreement.

Refunds and Disputes. All payments to TorrentSwift are nonrefundable.

Limitation and Exclusion of Liability

Limitations. IN NO EVENT WILL TorrentSwift OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER TorrentSwift NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO TorrentSwift'S OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF TorrentSwift HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIABILITY OF TorrentSwift AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO TorrentSwift UNDER THIS AGREEMENT DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY TorrentSwift UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE TorrentSwift AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1.

Interruption of Service. TorrentSwift and its suppliers are not liable for any temporary delay, outages or interruptions of the Services. Further, TorrentSwift is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure).

Indemnification. In agreeing to the TorrentSwift AUP and this Agreement, you agree to indemnify, defend and hold harmless TorrentSwift, its employees, directors, partners, representatives and affiliates, for any violation by you or your customers of the AUP or this Agreement that results either in loss to TorrentSwift or the bringing of any claim against TorrentSwift by any third-party. For example, if TorrentSwift is sued because of your or your customer's activity related to the Services, you will pay any damages awarded against TorrentSwift, its employees, directors, partners, representatives and affiliates, plus all costs and attorney's fees.

MISCELLANEOUS PROVISIONS.

TorrentSwift and you agree that, except as otherwise expressly provided in this Agreement, the Order Form(s) or the terms and conditions of use of any third party software products, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or your customers. THIS AGREEMENT IS MADE UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS (EXCEPT THAT BODY OF LAW CONTROLLING CONFLICTS OF LAW) AND SPECIFICALLY EXCLUDING FROM APPLICATION TO THIS AGREEMENT THAT LAW KNOWN AS THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN ILLINOIS, AND EACH PARTY IRREVOCABLY CONSENTS TO SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. You may not sell, assign or transfer its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of TorrentSwift, and any attempted assignment or delegation without such consent will be void. TorrentSwift may assign this Agreement in whole or part. TorrentSwift also may delegate the performance of certain Services to third parties. All notices, demands, requests or other communications required or permitted under this Agreement shall be deemed given when delivered personally, sent by facsimile upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail. You and TorrentSwift are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between you and TorrentSwift. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.

Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.

Acceptable Use Policy

Use of Services Acceptable Use Policies. The AUP governs the general policies and procedures for use of the Services. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE AUP AND ANY MODIFICATIONS TO THE TERMS. TorrentSwift MAY TERMINATE YOUR ACCOUNT WITHOUT NOTICE FOR ANY VIOLATION OF THE AUP OR THIS AGREEMENT.

You are solely responsible for any security breaches affecting servers or accounts under your control. If your server is responsible for or involved in an attack on or unauthorized access into another server or system, TorrentSwift will shut it down immediately. You will pay any charges resulting from the cost to correct security breaches affecting TorrentSwift or any of its other customers. You warrant, represent, and covenant to TorrentSwift that: (a) you are at least 18 years of age if an individual, (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines, including the AUP; and (d) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

IP Numbers. TorrentSwift will maintain and control ownership of all Internet protocol (" IP ") numbers and addresses that TorrentSwift may assign to you. TorrentSwift may, in its sole discretion, change or remove any and all IP numbers and addresses. Enforcement Actions. TorrentSwift reserves the right to suspend or terminate the Service immediately or take any other corrective action it deems appropriate in its sole discretion if in the sole judgment of TorrentSwift your server is the source or target of any violation of the AUP or for any other reason which TorrentSwift chooses. If inappropriate activity is detected, all of your accounts in question will be deactivated until an investigation is complete. Prior notification to you is not assured. In some cases, law enforcement will be contacted regarding the activity. These rights of action, however, do not obligate TorrentSwift to monitor or exert editorial control over the information made available for distribution via the Services. If TorrentSwift takes corrective action because of a possible violation, TorrentSwift will not refund to you any fees you paid in advance of the corrective action. Disclosure Rights. The AUP specifically prohibits the use of our service for illegal activities. Therefore, you agree that TorrentSwift may disclose any and all of your information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to you. In addition, TorrentSwift shall have the right to terminate all service set forth in this Agreement. Disclaimed Warranties. TorrentSwift exercises no control over, and accepts no responsibility for, the content of the information passing through TorrentSwift's host computers, network hubs and points of presence, or the Internet. USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THEREFROM IS AT YOUR OWN RISK. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. TorrentSwift DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. TorrentSwift DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

1. Scope. This Acceptable Use Policy (this "Policy") governs the usage of products and services (the "Services") of TorrentSwift Dedicated Hosting ("TorrentSwift"). This Policy is incorporated by reference into each contract TorrentSwift Dedicated Hosting enters into with a customer ("Customer") for the use of such Services, and supplements, but does not supersede, any other contracts you may have with TorrentSwift. TorrentSwift may alter, modify or update this Policy at any time without notice. In addition, this Policy is incorporated by reference into the Terms and Conditions applicable to TorrentSwift's web site so that no person who utilizes TorrentSwift's web site (regardless of whether that person is a Customer) may take any action utilizing TorrentSwift's web site that a Customer would be prohibited to take utilizing the Services.
2. Purpose. This Policy applies to each Customer and its employees, agents, contractors or other users of such Customer who obtain Services from TorrentSwift (each such person being a "User"). All Users are required to comply with this Policy to enhance the quality of the Services and to protect TorrentSwift's customers, and the Internet community as a whole, from illegal, irresponsible, or disruptive Internet activities. Each User should use common sense and good judgment in connection with the Services. Parents or guardians should always supervise minors in using the Internet. Parents and guardians should remain aware at all times of what is on the Internet and how the minors under their care are using the Services and the Internet.
3. Prohibited Uses. Users may not:
a) Utilize the Services to send mass unsolicited e-mail to third parties.
Provided, however, that Users may use software programs or services provided by TorrentSwift to send unsolicited commercial e-mail so long as the User ensures that such transmissions comply with all applicable state, federal and international regulations, rules and laws, including, without limitation, the U.S. CAN-SPAM Act of 2003.
b) Utilize the Services to be involved in the distribution of tools designed for the aiding of Unsolicited Bulk Email (UBE).
c) Utilize the services in such a way that User becomes documented on a recognized SPAM abuse list or if the User has previously been denied access from another provider due to acceptable use policy violations.
d) Utilize the Services in connection with any illegal activity. Without limiting the general application of this rule, Users may not:
i. Utilize the Services to copy material from third parties (including text, graphics, music, videos or other copyrightable material) without proper authorization;
ii. Utilize the Services to misappropriate or infringe the patents, copyrights, trademarks or other intellectual property rights of any third party;
iii. Utilize the Services to traffic in illegal drugs, illegal gambling, obscene materials or other any products or services that are prohibited under applicable law;
iv. Utilize the Services to export encryption software to points outside the United States in violation of applicable export control laws; or
v. Utilize the Services in any manner that violates applicable state, federal and international law.
e) Utilize the Services in connection with any tortious or actionable activity. Without limiting the general application of this rule, Users may not:
i. Utilize the Services to publish or disseminate information that (A) constitutes slander, libel or defamation, (B) publicizes the personal information or likeness of a person without that person's consent or (C) otherwise violates the privacy rights of any person.
ii. Utilize the Services to threaten persons with bodily harm, to make harassing or abusive statements or messages, or to solicit the performance of acts or services that are illegal under applicable law.
f) Utilize the Services in connection with any other disruptive or abusive activity. Without limiting the general application of this rule, Users may not:
i. Utilize the Services to cause denial of service attacks against TorrentSwift or other network hosts or Internet users or to otherwise degrade or impair the operation of TorrentSwift's servers and facilities or the servers and facilities of other network hosts or Internet users;
ii. Utilize the Services to offer mail services, mail forwarding capabilities, POP accounts or autoresponders other than for the User's own account;
iii. Utilize the Services to resell access to CGI scripts installed on TorrentSwift's servers;
iv. Utilize the Services to subvert, or assist others in subverting, the security or integrity of any TorrentSwift systems, facilities or equipment;
v. Utilize the Services to gain unauthorized access to the computer networks of TorrentSwift or any other person;
vi. Utilize the Services to provide passwords or access codes to persons not authorized to receive such materials by the operator of the system requiring the password or access code;
vii. Utilize the Services to (A) forge the signature or other identifying mark or code of any other person, (B) impersonate or assume the identity or any other person, or (C) engage in any other activity (including "spoofing") to attempt to deceive or mislead other persons regarding the true identity of the User (excluding the use of anonymous remailers or Internet nicknames);
viii. Utilize the Services to distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment, or disrupt the operation of the Services;
ix. Utilize the Services to conduct port scans or other invasive procedures against any server (except any server for which the User is an authorized system administrator);
x. Utilize the Services to distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited commercial e-mail or spam;
xi. Utilize the Services to solicit or collect, or distribute, advertise or promote, e-mail address lists for the purpose of encouraging or facilitating unsolicited commercial e-mail or spam;
xii. Post messages, run scripts or run software programs that consume excessive CPU time or storage space;
xiii. Utilize the Services in any manner that might subject TorrentSwift to unfavorable regulatory action, subject TorrentSwift to any liability for any reason, or adversely affect TorrentSwift's public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit, hateful, vulgar, racially, ethnically or otherwise objectionable materials as determined by TorrentSwift in its sole discretion; or
xiv. Utilize the Services in any other manner to interrupt or interfere with the Internet usage of other persons.
* Violations
a) Disclaimer and Assumption of Risk. Nothwithstanding this Policy, Users of the Internet (including the Services) make such use at their own risk, acknowledging that there are known and unanticipated risks associated with Internet use, some of which could result in physical, emotional or psychological injury or even death, or damage to inviduals, to property, or to third parties. Such risks cannot be eliminated without jeopardizing the essential qualities of use of the Internet. These risks include, among other things: credit card theft, identity theft, fraud, solicitation, stalking, invasion of privacy, unwanted receipt of offensive or obscene material, trespass to chattels or denial of service attacks. TorrentSwift expressly disclaims any obligation to monitor its Customers and other Users with respect to violations of this Policy. TorrentSwift has no liability or responsibility for the actions of any of its Customers or other Users or any content any User may post on any web site. Users voluntarily engage in the activity of Internet use and bear the risks associated with that activity.
b) Reporting Non-Copyright Violations. TorrentSwift encourages Users to report violations of this policy by e-mail to: abuse@TorrentSwift.com, including in any such report the name of the offending domain (for example, xyz.com), the IP address and the type of abuse (for example, spam, illegal acts, harassment, etc.) in the "subject" field of the e-mail.
c) Reporting Copyright Violations. TorrentSwift complies with the Digital Millennium Copyright Act ("DMCA"). TorrentSwift encourages Users to report an alleged copyright infringement involving a user by sending a notice that complies with the DMCA to:

DMCA Notices
dmca@torrentswift.com

For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement. (For more details on the information required for valid notification, see 17 U.S.C. 512(c)(3).):
i. A physical or electronic signature of a person authorized to act on behalf of the copyright owner
ii. Identification of the copyrighted work claimed to have been infringed
iii. Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit TorrentSwift to locate the material
iv. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address
v. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
vii. You should be aware that, under the DCMA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys fees.

TorrentSwift has the right to suspend or terminate any Customer pursuant to any valid DMCA complaint. Furthermore, TorrentSwift, in its sole discretion, may suspend or terminate, without notice, any User that TorrentSwift determines is a repeat copyright infringer.

d) Remedies. If TorrentSwift learns of a violation of this Policy, TorrentSwift will respond to the applicable Customer and may, in TorrentSwift's sole discretion, take any of the following actions, in accordance with the severity and duration of the violation:
1. 1. Warning the Customer;
2. 2. Suspending the offending Customer from the Services;
3. 3. Terminating the offending Customer from the Services;
4. 4. Imposing fees or charges on the offending Customer account in accordance with the applicable service contract;
5. 5. Removing the offending content; and
6. 6. Taking other action in accordance with this Policy, the applicable service contract or applicable law.

* Reservation of Rights. TorrentSwift reserves the right to involve and cooperate with appropriate legal authorities in investigations of claims of illegal activity involving TorrentSwift's Services, Customers and other Users. TorrentSwift reserves all other rights to respond to violations of this Policy to the extent of applicable law and in accordance with any applicable contractual obligations. TorrentSwift may utilize technical means to monitor communications into, and out of, its network facilities to prevent the introduction of viruses or other hostile code, to prevent intrusions and otherwise to enforce this Policy and each Customer agrees that TorrentSwift is authorized to monitor its communications through TorrentSwift 's network for such purposes.
* Indemnification. User(s) will indemnify, defend, and hold harmless TorrentSwift, its affiliates, subsidiaries, officers, agents and employees from any and all claims, damages or lawsuits of any kind (including reasonable attorney fees) arising out of the User's use of the Services and negligent or illegal acts of User(s), its employees or agents, including, but not limited to, claims, damages or lawsuits arising out the use of those services.