TotoExpress™ Terms of Service
This Agreement is between Toto Media Inc. ("Toto Media", "us" or "we") and you ("you", "user", "subscriber", "client" or "customer"), as an authorized user of Toto Media's TotoExpress™ services, and governs the terms and conditions of your use of the TotoExpress™ services.
Description of Services. Toto Media provides, among other things, the TotoExpress™ services which permits its clients, through Internet-based data storage resources, to collaborate, share and deliver works online ("Services"). Toto Media offers the Services at the following URL: http://www.totoexpress.com
Depending on the nature of the Services package you have chosen (each, a "Service Package", the Services may consist of either of the following:
TotoExpress™ Basic
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Diskspace: 500 Megabytes; Bandwidth: 1.5 Gigabytes per month; Domain Name: totoexpress.com sub domain name.
TotoExpress™ Standard
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Diskspace: 5 Gigabytes; Bandwidth: 15 Gigabytes per month; Domain Name: totoexpress.com sub domain name.
TotoExpress™ Plus
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Diskspace: 10 Gigabytes; Bandwidth: 30 Gigabytes per month; Domain Name: totoexpress.com sub domain name OR custom domain name (ie. yourname.com);
TotoExpress™ Max
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Diskspace: 20 Gigabytes; Bandwidth: 60 Gigabytes per month; Domain Name: totoexpress.com sub domain name OR custom domain name (ie. yourname.com); Sub-Administrative user support.
Grant of License and Proprietary Rights. Toto Media grants you a personal, revocable, non-exclusive, non-transferable license to use the Services and accompanying software solely for your own internal purposes. All rights not expressly granted by Toto Media to you are retained. Unauthorized use of the Services, or the resale of the Services without Toto Media's prior written consent, is expressly prohibited. You shall not copy, license, sell, transfer, transmit, make available, distribute, publish, or assign this license in any format to any third party.
Except for the limited license granted herein, you have no right, title or interest in or to the Services. You agree that Toto Media retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Services, including, without limitation, text, images, and other multimedia data.
Third Party Interaction and Links to Third Party Sites. In your use of the Services, you may enter into correspondence or have dealings with other third parties using the Services. Any such correspondence and dealings, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Toto Media shall have no liability, obligation or responsibility for any correspondence or dealings between you and any third-party.
Certain links to third party websites may be made available through the Services. These linked sites are not under the control of Toto Media. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Toto Media is not responsible for the contents of any such linked pages or any other pages not under its control. It’s About Me makes no representation or warranty regarding, any linked web sites, the information appearing thereon or any of the products or services described.
User Accounts. A user account is required to access the Services. To open a user account, you or your company must complete the registration process by providing Toto Media with current, complete and accurate information as prompted by the registration form. You acknowledges that failure to provide current, complete and accurate information provides Toto Media with the right, at its discretion, to suspend or terminate your usage of the Services.
User Responsibilities. You are solely responsible for:
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all activities that occur under your account;
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ensuring that you log-off from your account at the end of each session of use; and
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notifying Toto Media immediately of any unauthorized use of your password or account.
Account Information and Data. Toto Media does not own any data, information or material that you store in your account ("data"). Toto Media will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement or as required by applicable law. Please be aware that Toto Media does provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties but such information will not include personally identifying information and that your Internet protocol address is not transmitted with each message sent from your Toto Media account. Toto Media may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not Toto Media, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and Toto Media shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
Payment of Fees. Toto Media offers the Services for monthly fees (the "Fees") which you will pay to Toto Media by authorized credit card (unless you choose to pay via cheque, as detailed in the following paragraph). The Fees applicable for the Service are dependant upon which Service Package you choose. Toto Media reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email). Your authorized credit card will automatically be charged Fees on the day you sign up for the Services, and thereafter the Fees will automatically be charged to your authorized credit card on a monthly recurring basis, in advance, on the date of the month the Services was initially charged. In the event you cancel the Services, Toto Media will not refund any Fees already paid by you.
Should you choose to pay for the Services via cheque, Toto Media will invoice you on a monthly basis, in which case, full payment for invoices issued in any given month must be received by Toto Media within thirty (30) days of the date of the invoice, or the Services may be terminated. Toto Media reserves the right to send invoices via postal mail or via e-mail. Unpaid invoices are subject to interest of 1.5% per month on any outstanding balance, plus all expenses associated with collection.
In the event that your credit card company refuses to pay the amount billed to it and that amount remains unpaid for a period of ten (10) days, Toto Media may cancel or suspend (at its option) your use of the Services and your data may be deleted or purged. Toto Media may impose a charge to restore archived data from suspended or cancelled accounts.
In the event that you exceed your allotted storage and transfer capacity as detailed in your Service Package in any monthly period, your credit card will automatically be charged $1.50 for each additional partial or full gigabyte transferred or stored. In the event that you pay for Services on an invoice basis, all additional transfer and storage charges shall be added to your invoice on the next billing cycle.
All claims for incorrect billing must be brought to Toto Media's attention within forty five (45) days after the date on the first billing statement in which the alleged error or problem appeared, in order for Toto Media to investigate such discrepancy.
Compliance with Laws. In your use of the Services, you agree to comply with all applicable local, provincial, federal and foreign laws.
User Conduct. You agree not to use the Services to: (a) send unsolicited or unauthorized messages, advertising, promotional materials or "junk mail"; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Services unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene, pornographic or otherwise objectionable material of any kind or nature; (d) transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful computer codes, files or programs; (f) interfere with, disrupt or otherwise degrade the performance of Toto Media servers, systems or networks connected to the Services (by, as an example, consistent long-term high-speed downloading, denial of services attacks, etc.); or (g) harass or interfere with another user's use of the Services.
While Toto Media has no obligation to monitor the Services or any user's use thereof or retain the content of any user session. Toto Media reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, legal process or official governmental request.
Termination:
(a) By Toto Media. Toto Media, in its sole and unfettered discretion, may terminate your use of the Services immediately with or without notice to you and remove and delete any of your data within the Services if, at any time, you fail to comply with the terms of this Agreement. Toto Media shall have no liability whatsoever for terminating your use of the Services and/or removal and deletion of your data.
(b) By You. You may terminate your use of the Services upon written notice to Toto Media; however, you will not receive a refund of any portion of your fees paid to Toto Media.
Upon termination of the Services or expiration of this Agreement, you may request a file of your data, which Toto Media will make available for a fee. You must make such request at the notification of termination to receive such file within (30) days of termination. Toto Media shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party.
Indemnification. You shall indemnify, defend and hold Toto Media and its parents, subsidiaries, affiliates, officers, directors, employees, attorneys, agents and representatives harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorney fees and disbursements) arising out of or in connection with, either directly or indirectly, a breach by you of this Agreement or your use of the Services.
Disclaimer of Warranties. USER ASSUMES ALL RISK WITH ITS USE OF THE SERVICES. THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY TOTO MEDIA, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, TOTO MEDIA DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE AVAILABLE, SECURE, UNINTERRUPTED, ACCESSIBLE, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMS THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES.
Limitation of Liability. USER ASSUME ALL RISK ASSOCIATED WITH THE USE OF THE SERVICES. IN NO EVENT SHALL TOTO MEDIA BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, IRRESPECTIVE OF WHETHER TOTO MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TOTO MEDIA'S CUMULATIVE LIABILITY TO USER OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USER'S USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY USER TO TOTO MEDIA FOR THE USE OF THE SERVICES IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. USER HEREBY EXPRESSLY RELEASES TOTO MEDIA FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.
Modification to Terms. Toto Media reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service and/or by sending you an email message. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
Use of Personal Information. You expressly consent and grant Toto Media the right to collect, and/or store personal information relating to you. This may include, without limitation, credit history, credit card information, and information relating to your online activities.
General Provisions. The terms set forth in this Agreement and any related service agreements constitute the final, complete and exclusive agreement with respect to the Services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this License shall nonetheless remain in full force and effect. Any term of this Agreement may be amended and the observance of any term may be waived only with the written consent of the parties. The failure of Toto Media at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada and without regard to its conflict of laws regulations. Any legal proceeding arising out of or relating to this Agreement will be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario. The provisions of the (i) 1980 U.N. Convention on Contracts for the International Sale of Goods, and (ii) Sale of Goods Act (Ontario), shall not apply to this License.