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This agreement ("Agreement") between FTP Fast ("FTP Fast") and Customer governs provision of FTP Fast’s Online FTP site hosting service & files storage and file transfer service. This Agreement is effective as of the moment Customer (a) establishes an initial account with FTP Fast or (b) upgrades or downgrades an existing account with FTP Fast. FTP Fast may revise this Agreement from time to time by posting a new version hereof on the FTP Fast Website. Customer shall accept the new agreement or discontinue utilizing the service. If Customer continues using the service after the agreement revisions have be posted on the website, that shall constitute acceptance of revisions to this agreement.

1. THE FTP SITE HOSTING SERVICE
(a) The service shall include all features and restrictions set forth in the ftp service that Customer subscribe to. Customer agrees to the following terms and conditions as related to the term and termination of this agreement and the billing cycles.

(i) Month-to-Month & Term Services: Customer agrees to pay monthly or prior to the start of customers term of service via credit card and may terminate with a one (1) day notice. FTP Fast is not obligated to refund any payments in the event of such termination. All service shall renew automatically each month or each term unless canceled and payment shall be processed automatically via credit card on a month-to-month basis or term-to-term basis.

(ii) Customer shall retain all records of the terms and conditions of its subscribe service for future reference. FTP Fast may alter, change, delete, and/or modify services, prices, features, or restrictions at any time, and such changes will become effective immediately for all new customers and existing customers that desire to upgrade or downgrade their account. In the event of a conflict between terms of any service and the terms of this agreement, the terms of this agreement shall govern.

(iii) Should customer desire to terminate their service within 31 (thirtyone) days of initial sign up/subscription the customers credit card will not be charged. Termination of service shall be via email only and the termination email shall be sent to billing@ftpfast.com from the original email address of the subscriber. It is the customer’s responsibility to verify FTP Fast's receipt of termination email. Voice message shall not be considered a valid termination of service.

(b) In the event that Customer is dissatisfied with the Service, including without limitation any new feature or restriction, Customer’s sole remedy will be termination of this Agreement pursuant to the provisions of Subsection 1(a) above and Section 3 below.

2. FTP SITE HOSTING FEE
(a) Customer will pay FTP Fast in advance for provision of the Service pursuant to the requirements of Customer’s Package. Customer is responsible for monitoring storage, bandwidth utilization, and services. If customers actual online storage exceeds customers subscribed to service limit FTP Fast will notify customer of overage and customer shall make the necessary storage adjustments to bring customers actual online storage down to the customers subscribed to level. Should customer’s actual online storage continue to exceed customers subscribed to service level after notification by FTP Fast, customer agrees to allow FTP Fast to automatically upgrade customers FTP hosting service to a plan that reflects the customer’s actual usage level.

(b) All payments shall be made via credit card on file with FTP Fast. Payment shall be automatically processed with Customer credit card information. At FTP Fast’s option, any rejected credit card payment, regardless of the reason shall result in suspension of service.

(c) Customer will keep a valid credit card on file with FTP Fast and a valid e-mail address to which occasional customer correspondence will be sent. Customer will update credit card information as necessary (and may do so in the FTP Fast customer portal). Customer will be charged on the account due date, and FTP Fast may interrupt Service if a charge attempt is denied. In the event that a charge attempt is declined/denied more than three (3) consecutive times or non-consecutive times, FTP Fast may at its option, close customers account and discontinue current and future service to Customer and/or their associates without consent or knowledge of customer. Customer authorizes FTP Fast to retry said credit card as often as it deems necessary in an attempt to secure valid payment from customer.

(d) FTP Fast is not required to issue refunds or credits except as explicitly specified in this Agreement.

3. TERM & TERMINATION
(a) This Agreement will continue until terminated by either party pursuant to the procedures set forth herein.

(b) Customer may terminate this Agreement for convenience pursuant to the provisions of its Package outlined in section 1(a) above; provided that Customer will provide the required notice of termination through e-mail to billing@FTPfast.com. Cancellation by telephone call is not acceptable.

(c) FTP Fast may terminate this Agreement for convenience on zero (0) days’ notice. This means that even after a credit card payment has been processed the account can be terminated on the same day.

(d) In the event of any breach of this Agreement, including without limitation any breach of the provisions of Section 4 (Acceptable Use) or of the payment obligations set forth in Section 2, FTP Fast may terminate the Services, any portion thereof, or this Agreement, immediately and without advanced notice. FTP Fast is not required to return any data, files, content, information, or personal property to Customer after such termination or to refund any fees paid or prepaid.

(e) Should service be terminated by either customer or FTP Fast, FTP Fast shall not be required to return any fees paid or prepaid for service nor shall FTP Fast be required to return any prorated fees paid or prepaid nor shall FTP Fast be required to return any data, files, content, information, or personal property to Customer after termination.

4. ACCEPTABLE USE
(a) Customer asserts that it has read FTP Fast’s Acceptable Use Policy as outlined below. Customer will adhere to the policy and will not allow the Services or FTP Fast equipment to be used for activities prohibited by such policies. FTP Fast may revise the acceptable use policy from time to time by posting a new version thereof on the FTP Fast Website. It shall be the customers responsible to make notice and be aware of such revisions by periodically checking our acceptable use policy. In the event of any conflict between the acceptable use policy and this Agreement, this Agreement will govern.

(b) Customer shall not engage in any unacceptable use of any service provided by FTP Fast including: (i) transmit, store, share, or disseminate any material that, to a reasonable person may be viewed as pornographic, abusive, offensive, threatening, libelous, vulgar, or malicious; (ii) transmit, store, share, or disseminate in any way files, software, images, code, intellectual property of another person or company, copyright property of another person or company, trade secrets; (iii) perpetrate any illegal activity; (iv) disseminate and/or transmit any virus, malicious code, or trojan horse, or other software or code designed for malicious use. (v) threaten or harass by any means an FTP Fast employee, representative, affiliate, reseller, or agent. (vi) download of any electronic files or data that is in violation of any export or import law, regulation or restriction of the United States and it representative agencies. (vii) interfere with, disrupt or attempt to gain unauthorized access to any software program, computer, computer system, operating system, computer server, network, user account, or administrative account for which You do not have authorization to access or at a level exceeding Your authorization; (viii) engage in any other activity deemed by FTP Fast to be in conflict with the spirit or intent of this Agreement or any FTP Fast policy.

(c) Customer shall be responsible for all fees and will reimburse FTP Fast for any and all expenses it incurs as a result of violation of the acceptable use policy or of the terms of this Section 4. Should FTP Fast be required to investigate any suspected violation as a result of a request from any law enforcement agency, U.S. government agency, or other, Customer shall pay all investigation related fees, even it is determined that a violation did not occur. Should FTP Fast perform an internal investigation and determine that our acceptable use policy is in violation, Customer shall be responsible for all investigation fees including our hourly fee of $125.00/hr, attorney fees, and any other fees associated with the acceptable use violation.

(d) Customer is responsible for preventing any and all violations to the acceptable use policy. This includes violations caused directly by Customers or those caused by other third parties such as a Customers FTP user account client, vendor, etc.

(e) FTP Fast has the right to monitor any and all services/sites for any reason, including: to satisfy local & federal laws, regulations, governmental agency requests, suspected illegal activity, law-enforcement agency requests, as well as to protect itself as well as FTP Fast customers. Furthermore, Law-enforcement agencies may be given the right to access and monitor all equipment and activity upon their official request.

5. OWNERSHIP OF SOFTWARE, HARDWARE, SYSTEM DESIGN, GRAPHICS, & IP ADDRESSES
(a) All software, hardware, graphics, designs and Internet protocol ("IP") addresses provided by FTP Fast are licensed to Customer and remain FTP Fast’s sole and exclusive property.

6. DATA LOSS, RISK, AND DAMAGE TO DATA, FILES, CONTENT, & INFORMATION
(a) FTP Fast will not bear the risk of loss and/or damage to your data, files, information, and/or the content of your FTP site. Customer shall assume full responsibility for any maintaining the confidentiality of passwords and user names the Customer issues for granting access to Customers FTP site. Customer agrees to assume all responsibility for all acts, omissions and use under and charges incurred with Customer account or password or in connection with the FTP site. Customer shall take sole responsibility for undertaking measures to: (i) prevent any loss or damage to data, files, and information on the FTP site; (ii) maintain independent archival & backup copies of all data, files, and information located on the FTP site; (iii) ensure the confidentiality, security, and integrity of all data, files, and information transmitted to, from, and stored on FTP Fast site and servers and Customers FTP site. (iv) ensure the confidentiality of all passwords issued.

(b) FTP Fast shall have no liability to you or any other person, company, or entity for loss, damage, destruction, or compromise of your data, files, content, or information. Should Customer terminate service with FTP Fast, it is the Customers responsibility to transfer all data, files, content, and information off of FTP Fast servers and to the new service provider. FTP Fast will not transfer or manage Customers FTP site and/or services or Customers files, data, and/or information. Upon termination by Customer, Customer shall remove all data, files, content and information from FTP Fast’s servers prior to the termination date. Any and all Customer data not removed/deleted from FTP Fast servers after the Customer termination date will be delete by FTP Fast. FTP Fast shall not be liable for any data, files, content, and information loss, regardless of reason for loss, including the deletion of such data, files, content, and information.

7. MAINTENANCE, SECURITY, & SERVICE INTERUPTIONS
(a) FTP Fast may interrupt Service to perform maintenance. FTP Fast will exercise reasonable efforts (i) to inform Customer before interrupting Service and (ii) to repair the system promptly.

(b) Customer shall be responsible for maintaining security and backups of all Customer related data, files, content, and information. FTP Fast shall not be responsible for providing electronic copies or hard copies of data, files, content, and information stored on customers FTP site. Should such requests be made, it shall be FTP Fasts option to provide such service at a fee amount to be determined by FTP Fast. At no time shall Customer be provided physical access to files, data, content or information. FTP Fast shall not be liable for loss of data or for breaches in system integrity, regardless of their nature or resulting damage.

(c) In the event of a violation or suspected violation of the terms of this agreement, FTP Fast may immediately and without notice suspend service, terminate this Agreement, and/or remove Customer’s data, files, content, and information from FTP Fast’s servers, hard drives, and data center equipment, in part or in whole.

(d) FTP Fast shall not be held liable for interruptions of service, regardless of their nature, including suspected violations of this agreement.

(e) In the event of a service interruption, Customer shall immediately notify FTP Fast via an email that shall be sent to support@FTPfast.com.

8. PRIVACY POLICY
(a) Customer asserts that it has read FTP Fast’s Privacy Policy. The FTP Fast Privacy Policy is currently posted at http://www.FTPfast.com/privacypolicy.htm. FTP Fast may revise the Privacy Policy from time to time by posting a new version thereof on the FTP Fast Website, and Customer is responsible for awareness of such revisions. In the event of any conflict between the Privacy Policy and this Agreement, this Agreement will govern.

9. DISCLAIMERS AND WARRANTIES
(a) THIS SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FTP FAST DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. FTP FAST MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE PROVIDED BY FTP FAST OR ANY OF ITS REPRESENTATIVES WILL CREATE A WARRANTY.

(b) FTP FAST WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF FTP FAST WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. FTP FAST ’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES BILLED TO CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

(c) FTP FAST WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM: (i) OTHER FTP FAST CUSTOMERS OR THIRD PARTIES ACCESSING CUSTOMER’S DATA OR ASSIGNED COMPUTERS; (ii) SECURITY BREACHES; (iii) EAVESDROPPING; (iv) DENIAL OF SERVICE ATTACKS; (v) INTERCEPTION OF TRAFFIC SENT OR RECEIVED USING THE EQUIPMENT OR SERVICE; (vi) CUSTOMER’S RELIANCE ON OR USE OF THE EQUIPMENT OR SERVICE; (vii) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR OTHER FAILURES OF PERFORMANCE OF THE EQUIPMENT OR SERVICE; (viii) THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE; OR (ix) LOSS OF DATA OR LOSS OF ACCESS TO DATA.

(d) FTP FAST ’S LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION AND IN THIS AGREEMENT APPLY EQUALLY TO FTP FAST ’S OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUPPLIERS, SUBSIDIARIES, PARENTS, AFFILIATED COMPANIES, AND RESELLERS.

10. THIRD PARTY CLAIMS & INDEMNITY
(a) Promptly after FTP Fast’s request, Customer will notify any third party, in writing, that FTP Fast is not responsible for (i) any content or materials posted on any Customer FTP site or otherwise disseminated through Customer’s use of the Service or (ii) any use or abuse of the Service whatsoever by Customer or any third party.

(b) Customer will defend and indemnify FTP Fast (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, affiliated companies, and resellers) from any third party claim arising out of or related to: (i) alleged Customer conduct that would breach this Agreement, including without limitation alleged infringement of third party intellectual property or privacy rights; (ii) Customer’s use, misuse, or failure to use the Service; and (iii) any action taken by FTP Fast as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation may include payment of losses, expenses, damages, and costs, including without limitation attorneys’ fees.

11. MISCELLANEOUS
(a) This Agreement is to be construed in accordance with and governed by the internal laws of the State of Wisconsin without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of Wisconsin to the rights and duties of the parties. The parties hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts of Milwaukee, Wisconsin.

(b) No delay, failure, or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy.

(c) If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired thereby.

(d) This Agreement, with any other instrument or document referenced herein, which are incorporated by this reference as though set forth in full, embodies the final, full, and exclusive statement of the agreement between the parties, and as of its date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to the subject-matter hereof.

(e) All written communications to Customer will be deemed delivered if sent via email to the email address provided to FTP Fast at the time of order. All written communications to FTP Fast shall be mailed to FTP Fast, 2310 S. Green Bay Road, Suite C, #303, Racine, WI 53406

FTP FAST TERMS OF SERVICE