Terms Of Service

These Terms of Service (the “Agreement”) are an agreement between SmartConvert.io™ (“SmartConvert.io™” or “us” or “our”) and you (“User” or “you” or “your”). This Agreement sets forth the general terms and conditions of your use of the products and services made available by SmartConvert.io’s website (collectively, the “Services”). By using the Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Services.

Additional Policies and Agreements

Use of the Services is also governed by the following policies, which are incorporated by reference. By using the Services, you also agree to the terms.

Additional terms may also apply to certain Services and are incorporated by reference herein as applicable. For example, if you register a domain name with us, then the Domain Registration Agreement will also apply to you and would be incorporated herein.

Account Eligibility

By registering for or using the Services, you represent and warrant that: You are eighteen (18) years of age or older. The Services are intended solely for Users who are eighteen (18) years of age or older. Any registration, use of or access to the Services, by anyone under eighteen (18) is unauthorized and is a violation of this Agreement.

If you use the Services on behalf of another party, you agree that you are authorized to bind such other party to this Agreement and to act on such other party’s behalf with respect to any actions you take in connection with the Services.

It is your responsibility to provide accurate, current, and complete information on the registration forms, including an email address that is different from the domain you are signing up under. If there is ever an abuse issue or we need to contact you, we will use the primary email address we have on file. It is your responsibility to ensure that the contact information for your account, including any domain accounts is accurate, correct, and complete at all times. SmartConvert.io™ is not responsible for any lapse in the Services, including without limitation, any lapsed domain registrations due to outdated contact information being associated with the domain. If you need to verify or change your contact information, please contact us to or update your contact information through the SmartConvert.io™ billing and support system. Providing false contact information of any kind may result in the termination of your account. In some instances, or certain other cases, you may be required to provide government issued identification and possibly a scan of your credit card used for verification purposes. Failure to provide the information requested may result in your order being denied.

You agree to be fully responsible for all use of your account and for any actions that take place through your account. It is your responsibility to maintain the confidentiality of your password and other information related to the security of your account. Any dedicated IP order in addition to those provided with a hosting package may be subject to IP justification. IP justification practices are subject to change to remain in compliance with the policies of the American Registry for Internet Numbers (ARIN). We reserve the right to deny any dedicated IP request based on insufficient justification or current IP utilization.

SmartConvert.io™ Content

Except for User Content (as defined below), all content available through the Services, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively, “SmartConvert.io™ Content”), are the proprietary property of SmartConvert.io™ or SmartConvert.io’s licensors. SmartConvert.io™ Content may not be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any SmartConvert.io™ Content. Any use of SmartConvert.io™ Content, other than as specifically authorized herein, is prohibited and will automatically terminate your rights to use the Services and any SmartConvert.io™ Content. All rights to use SmartConvert.io™ Content that are not expressly granted in this Agreement are reserved by SmartConvert.io™ and SmartConvert.io’s licensors.

User Content

You may be able to upload, store, publish, display and distribute information, text, photos, videos and other content on or through the Services (collectively, “User Content”). User Content includes any content posted by you or by users of any of your websites hosted through the Services (“User Websites”). You are solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or distributing User Content on or through the Services, you represent and warrant to SmartConvert.io™ that (i) you have all the necessary rights to post or distribute such User Content, and (ii) your posting or distribution of such User Content does not infringe or violate the rights of any third party.

All websites are automatically backed-up nightly in third party locations. If you would like to conduct your own backups you MUST use your own backup storage solution. SmartConvert.io™ reserves the right to remove any files that violate this policy under our sole discretion. User’s that violate this policy are subject to immediate suspension and/or termination.

Solely for purposes of providing the Services, you hereby grant to SmartConvert.io™ a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute User Content; and (ii) make archival or back-up copies of User Content and User Websites. Except for the rights expressly granted herein, SmartConvert.io™ does not acquire any right, title or interest in or to the User Content, all of which shall remain solely with you.

SmartConvert.io™ exercises no control over, and accepts no responsibility for, User Content or the content of any information passing through SmartConvert.io’s computers, network hubs and points of presence or the Internet. SmartConvert.io™ does not monitor User Content. However, you acknowledge and agree that SmartConvert.io™ may, but is not obligated to, immediately take any corrective action in SmartConvert.io’s sole discretion, including without limitation removal of all or a portion of the User Content or User Websites, and suspend or terminate any and all Services without refund if you violate the terms of this Agreement. You hereby agree that SmartConvert.io™ shall have no liability due to any corrective action that SmartConvert.io™ may take.

Third Party Products and Services

Third Party Providers

SmartConvert.io™ may offer certain third-party products and services. Such products and services may be subject to the terms and conditions of the third-party provider. Discounts, promotions and special third party offers may be subject to additional restrictions and limitations by the third-party provider. You should confirm the terms of any purchase and the use of goods or services with the specific third-party provider with whom you are dealing.

SmartConvert.io™ does not make any representations or warranties regarding, and is not liable for, the quality, availability, or timeliness of goods or services provided by a third-party provider. You undertake all transactions with these third-party providers at your own risk. We do not warrant the accuracy or completeness of any information regarding third party providers. SmartConvert.io™ is not an agent, representative, trustee or fiduciary of you or the third-party provider in any transaction.

SmartConvert.io™ as Reseller or Licensor

SmartConvert.io™ may act as a reseller or licensor of certain third-party services, hardware, software and equipment used in connection with the Services (“Non-SmartConvert.io™ Products”). SmartConvert.io™ shall not be responsible for any changes in the Services that cause any Non-SmartConvert.io™ Products to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer’s defects of Non-SmartConvert.io™ Products, either sold, licensed or provided by SmartConvert.io™ to you will not be deemed a breach of SmartConvert.io’s obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance or compliance of any Non-SmartConvert.io™ Product are limited to those rights extended to you by the manufacturer of such Non-SmartConvert.io™ Product. You are entitled to use any Non-SmartConvert.io™ Product supplied by SmartConvert.io™ only in connection with your use of the Services as permitted under this Agreement. You shall make no attempt to copy, alter, reverse engineer, or tamper with such Non-SmartConvert.io™ Product or to use it other than in connection with the Services. You shall not resell, transfer, export or re-export any Non-SmartConvert.io™ Product, or any technical data derived therefrom, in violation of any applicable law, rules or regulations.

Third Party Websites

The Services may contain links to other websites that are not owned or controlled by SmartConvert.io™ (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). We are not responsible for any Third-Party Sites or Third-Party Content accessed through the Services. Third Party Sites and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us. If you decide to access Third Party Sites or to access or use any Third-Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable third party’s terms and policies, including privacy and data gathering practices of any website to which you navigate.

Prohibited Persons (Countries, Entities, And Individuals)

The U.S. Department of the Treasury, through the Office of Foreign Assets Control (“OFAC”), prohibits U.S. companies from engaging in all or certain commercial activities with certain sanctioned countries (each a “Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain “Specially Designated Nationals” (“SDN”) listed by OFAC. If you are located in a Sanctioned Country or are listed as an SDN, you are prohibited from registering or signing up with, subscribing to, or using the Services. Unless otherwise provided with explicit permission, SmartConvert.io™ also does not register, and prohibits the use of any of our Services in connection with, any Country-Code Top Level Domain Name (“ccTLD”) for any Sanctioned Country.

Account Security and SmartConvert.io™ Systems

It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of the installation method. You are ultimately responsible for all actions taken under your account. This includes compromise of credentials such as usernames and passwords. You are required to use a secure password. If a weak password is used, your account may be suspended until you agree to use a more secure password.

The Services, including all related equipment, networks and network devices are provided only for authorized customer use. SmartConvert.io™ may, but is not obligated to, monitor our systems, including without limitation, to ensure that use is authorized, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. By using the Services, you consent to monitoring for these purposes.

Any account found connecting to a third-party network or system without authorization from the third party may subject to suspension. SmartConvert.io™ may, at our discretion, request documentation to prove that your access to a third-party network or system is authorized. Any account that is found to be compromised may be disabled and/or terminated. If you do not clean up your account after being notified by SmartConvert.io™ of an ongoing issue, we reserve the right to keep your account disabled. Upon your request, SmartConvert.io™ may clean-up your account for an additional fee.

SmartConvert.io™ reserves the right to migrate your account from one data center to another in order to comply with applicable data center policies, local law or for technical or other reasons without notice.

HIPAA Disclaimer. We are not “HIPAA compliant.”

You are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that the Services may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. SmartConvert.io™ does not control or monitor the information or data you store on, or transmit through, the Services. We specifically disclaim any representation or warranty that the Services, as offered, comply with the federal Health Insurance Portability and Accountability Act (“HIPAA”). Customers requiring secure storage of “protected health information” as defined under HIPAA are expressly prohibited from using the Services for such purposes. Storing and permitting access to “protected health information” is a material violation of this Agreement, and grounds for immediate account termination. We do not sign “Business Associate Agreements” and you agree that SmartConvert.io™ is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA. If you have questions about the security of your data, you can inquire about it by submitting a support ticket by clicking HERE.

Compatibility with the Services

You agree to cooperate fully with SmartConvert.io™ in connection with SmartConvert.io’s provision of the Services. It is solely your responsibility to provide any equipment or software that may be necessary for your use of the Services. To the extent that the performance of any of our obligations under this Agreement may depend upon your performance of your obligations, SmartConvert.io™ is not responsible for any delays due to your failure to timely perform your obligations.

You are solely responsible for ensuring that all User Content and User Websites are compatible with the hardware and software used by SmartConvert.io™ to provide the Services, which may be changed by SmartConvert.io™ from time to time in our sole discretion.

You are solely responsible for backing-up all User Content, including but not limited to, any User Websites. SmartConvert.io™ does not warrant that we back-up any User Content, and you agree to accept the risk of loss of any and all User Content.

Billing and Payment Information

Multiple Accounts

Users may not jump to multiple accounts for the purpose of abusing any “new customer” discounts. Users in violation of this policy will have both accounts suspended until all outstanding invoices are satisfied. Users that abuse our discount system are subject to termination without a refund.

Prepayment

It is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree to pay for the Services in advance of the time period during which such Services are provided. Subject to applicable laws, rules, and regulations, payments received will be first applied to the oldest outstanding invoice in your billing account.

Autorenewal

Unless otherwise provided, you agree that until and unless you notify SmartConvert.io™ of your desire to cancel the Services, you will be billed on an automatically recurring basis to prevent any disruption to your Services, using your credit card or other billing information on file with us.

Taxes

Listed fees for the Services may not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority. Any applicable taxes will be added to SmartConvert.io’s invoice as a separate charge to be paid by you. All fees are non-refundable when paid unless otherwise stated.

Late Payment

All invoices must be paid within seven (7) days of the invoice due date. Any invoice that is outstanding for more than seven (7) days may result in late fees and/or suspension or termination of Services. Access to the account will not be restored until payment has been received. If you fail to pay the fees as specified herein, SmartConvert.io™ may suspend or terminate your account and pursue the collection costs incurred by SmartConvert.io™, including without limitation, any arbitration and legal fees, and reasonable attorneys’ fees. SmartConvert.io™ will not activate new orders or activate new packages for customers who have an outstanding balance on their account.

Domain Payments

It is solely your responsibility to notify SmartConvert.io’s Billing department via a support ticket created HERE after purchasing a domain. Domain renewal notices are provided as a courtesy reminder and SmartConvert.io™ is not responsible for a failure to renew a domain or a failure to notify a customer about a domain’s renewal. Domain are non-refundable and their renewals are billed and renewed thirty (30) days before the renewal date.

Fraud

It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, electronic checks, or any other payment method. SmartConvert.io™ may report any such misuse or fraudulent use, as determined in SmartConvert.io’s sole discretion, to governmental and law enforcement authorities, credit reporting services, financial institutions and/or credit card companies.

Invoice Disputes

You have fourteen (14) days to dispute any charge or payment processed by SmartConvert.io™. If you have any questions concerning a charge on your account, contact us for assistance.

Money-back Guarantee

SmartConvert.io™ offers a fourteen (14) day money-back guarantee only for its web-hosting services. Subject to the terms described in Section 13 below, if you are not completely satisfied with these hosting services and you terminate your account within fourteen (14) days of signing up for the Services, you will be given a refund of the amount paid for hosting minus any domain purchases you have made. This money-back guarantee only applies to fees paid for setup and hosting services and does not apply to administrative, customization, or to any fees for any other additional services.

Cancellations and Refunds

Payment Method

No refunds will be provided if you use any of the following methods of payment: bank wire transfers, Western Union payments, checks and money orders. If you use any of these payment methods, any applicable credit will be posted to your hosting account instead of a refund.

Money-back Guarantee

If an account with a fourteen (14) day money-back guarantee is purchased and then cancelled within the first fourteen (14) days of the beginning of the term (the “Money-Back Guarantee Period”), you will, upon your Support Ticket request to the SmartConvert.io™ Support Team (name the subject as “Refund Request”) within fourteen (14) days of such termination or cancellation (“Notice Period”), receive a full refund of all setup and hosting fees previously paid by you to SmartConvert.io™ for the initial term (“Money-Back Guarantee Refund”); provided that such Money-Back Guarantee Refund shall be due to you only upon your compliance with, and subject in all respects to the terms and conditions of, this Section 13. Requests for these refunds must be made in writing by submitting a new Support Ticket HERE. Refund will only be issued for fees paid for setup and hosting services and does not apply to administrative, customization, or to any fees for any other additional services. Money Back Guarantee Refunds will not accrue and shall not be paid under any circumstances if you do not provide the applicable Refund Request within the fourteen (14) day Notice Period.

Refund Eligibility

Only first-time accounts are eligible for a refund. For example, if you’ve had an account with us before, canceled and signed up again, or if you have opened a second account with us, you will not be eligible for a refund. Violations of this Agreement will waive your rights under the refund policy.

Non-refundable Products and Services

There are no refunds on domain names, consultations, administrative fees, license fees, search engine optimization, automations, website maintenance and web design customization work and applicable taxes.

Cancellation Process

You may terminate or cancel the Services by giving SmartConvert.io™ a written notice via the cancellation form provided within your account. In such event: (i) you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation and (ii) SmartConvert.io™ may, in our sole discretion, refund all pre-paid fees for hosting services for the full months remaining after the effectiveness of such cancellation (i.e. no partial month fees shall be refunded) less any domain names, consultations, administrative fees, license fees, search engine optimization, automations, and website maintenance and web design customization work, applicable taxes and any discount applied for prepayment, provided that you are not in breach of this Agreement.

Once we receive your cancellation form and have confirmed all necessary information with you via email, we will inform you (typically by email) that we have received your cancellation request. Your cancellation email will contain a ticket/tracking number for your reference and for verification purposes. SmartConvert.io™ will process your request shortly thereafter. If you do not hear back from us within five business days from the date of your cancellation request submission, or do not receive the automatic confirmation email within a few minutes after submitting your cancellation form, please contact us immediately. We require all cancellations to be done through the online form in order to (a) confirm your identity, (b) confirm in writing that you are prepared for all of your files and emails to be removed, and (c) document the request. This process aims to reduce the likelihood of mistakes, fraudulent/malicious requests, and to ensure that you are aware that your files, website(s), and account may be removed immediatly.

Cancellations for shared accounts will be effective on the account’s renewal date.

Domains

Domain renewals are billed and renewed thirty (30) days before the renewal date. If you want to cancel a domain name, it is your responsibility to notify SmartConvert.io’s billing department by submitting a new support ticket requesting cancellation of your domain name(s) at least sixty (60) days prior to the renewal date of the given domain(s). No refunds will be given once a domain is renewed. All domain registrations and renewals are final.

Foreign Currencies

Exchange rate fluctuations for international payments are constant and unavoidable. All refunds are processed in USD and can reflect the exchange rate in effect on the date of the refund. All refunds are subject to this fluctuation and SmartConvert.io™ is not responsible for any change in exchange rates between the time of payment and the time of refund.

Termination

SmartConvert.io™ may terminate your access to the Services, in whole or in part, without notice in the event that: (i) you fail to pay any fees due; (ii) you violate this Agreement; (iii) your conduct may harm SmartConvert.io™ or others or cause SmartConvert.io™ or others to incur liability, as determined by SmartConvert.io™ in our sole discretion; or (iv) as otherwise specified in this Agreement. In such event, SmartConvert.io™ shall not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Additionally, SmartConvert.io™ may charge you for all fees due for the Services for the remaining portion of the then current term.

UPON TERMINATION OF THE SERVICES FOR ANY REASON, USER CONTENT, USER WEBSITES, AND OTHER DATA WILL BE DELETED.

CPU, Bandwidth and Disk Usage

Permitted CPU and Disk Usage

All use of hosting space provided by SmartConvert.io™ or its partners, vendors, or suppliers is subject to the terms of this Agreement and the Acceptable Use Policy. Hosting space may only be used for content of User Websites. Hosting space may not be used for storage (whether of

media, or other data), including, as offsite storage of electronic files, or FTP hosts. SmartConvert.io™ expressly reserves the right to review every account for excessive usage of CPU, disk space and other resources that may be caused by a violation of this Agreement or the Acceptable Use Policy. SmartConvert.io™ may, in its sole discretion, terminate access to the Services, apply additional fees, or remove or delete User Content for those accounts that are found to be in violation of SmartConvert.io’s terms and conditions.

Prohibited Website Content

Illegal Products or Services

Your website must not constitute, facilitate, or promote illegal products, services or activities, including adult . Content targeted to minors must not promote products, services, or content that are inappropriate, illegal, unsafe, that exploit or mislead your website visitors.

Discriminatory Practices

Your website content must not discriminate or encourage discrimination against people based on personal attributes such as race, ethnicity, color, national origin, religion, age, sex, sexual orientation, gender identity, family status, disability, medical or genetic condition.

Unsafe Substances

Your website must not promote the sale or use of illicit or recreational drugs, or other unsafe substances, products, or supplements, as determined by SmartConvert.io™.

Unacceptable Website Content

Certain material is unacceptable and not allowed for all websites hosted with SmartConvert.io™, including but not limited to the following: Topsites, IRC Scripts/Bots, IRCD (irc servers), Proxy Scripts/Anonymizers, Image Hosting Scripts (similar to Photobucket or Tinypic), AutoSurf/PTC/PTS/PPC sites, IP Scanners, Bruteforce Programs/Scripts/Applications, Mail Bombers/Spam Scripts, Banner-Ad services (commercial banner ad rotation), File Dump/Mirror Scripts (similar to rapidshare), Commercial Audio Streaming (more than one or two streams), Escrow/Bank Debentures, High-Yield Interest Programs (HYIP) or Related Sites, Investment Sites (FOREX, E-Gold Exchange, Second Line/Linden Exchange, Ponzi, MLM/Pyramid Scheme), Sale of any controlled substance without prior proof of appropriate permit(s), Prime Banks Programs. Lottery/Gambling Sites, MUDs/RPGs/PBBGs, Hacker focused sites/archives/programs, Sites promoting illegal activities, Forums and/or websites that distribute or link to warez/pirated/illegal content, Bank Debentures/Bank Debenture Trading Programs, Fraudulent Sites (Including, but not limited to sites listed at aa419.org & escrow-fraud.com), Mailer Pro, Push button mail scripts, Broadcast or Streaming of Live Sporting Events (UFC, NASCAR, FIFA, NFL, MLB, NBA, WWE, WWF, etc.), Tell A Friend Scripts, Anonymous or Bulk SMS Gateways, Bitcoin Miners, PayDay Loan Sites (including any site related to PayDay loans, PayDay loan affiliate programs, etc.), Abuse if any kind, Indecent adult content (including pornography).

Price Change

SmartConvert.io™ reserves the right to change prices, monthly payment amount, or any other charges at any time. It is your sole responsibility to periodically review billing information provided by SmartConvert.io™.

Coupons

Discounts and coupon codes are reserved for first-time accounts or first-time customers only and may not be used towards the purchase of a domain registration unless otherwise specified. Any account found in violation of these policies will be reviewed by our SmartConvert.io™ and appropriate charges may be added to the account. Coupon abuse will not be tolerated and may result in suspension or termination of your account. All coupons and discounts are only valid towards the initial purchase and do not affect the renewal or recurring price.

Limitation of Liability

IN NO EVENT WILL SMARTCONVERT.IO™ ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY USER CONTENT, USER WEBSITES OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, EVEN IF SMARTCONVERT.IO™ IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SMARTCONVERT.IO’S LIABILITY TO YOU, OR ANY PARTY CLAIMING THROUGH YOU, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SMARTCONVERT.IO™ FOR THE SERVICES IN THE ONE (1) MONTH PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

Indemnification

You agree to indemnify, defend and hold harmless SmartConvert.io™, our affiliates, and their respective officers, directors, employees and agents (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement.

Arbitration

By using the Services, you hereby submit to the exclusive jurisdiction of the Canadian Arbitration Association (“CAA”) in connection with any dispute relating to, concerning or arising out of this Agreement. The arbitration will be conducted before a single arbitrator chosen by SmartConvert.io™ and will be held at the CAA location chosen by SmartConvert.io™ in Ontario, Canada. Payment of all filing, administrative and arbitrator fees will be governed by the CAA’s rules, unless otherwise stated in this paragraph. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, SmartConvert.io™ will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitration before the CAA shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The Canadian Arbitration Act, and not any Province arbitration law, governs all arbitration under this paragraph. All decisions rendered by the arbitrator will be binding and final. The arbitrator’s award is final and binding on all parties. The arbitrator’s authority to resolve and make written awards is limited to claims between you and SmartConvert.io™ alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. If you initiate litigation or any other proceeding against SmartConvert.io™ in violation of this paragraph, you agree to pay SmartConvert.io’s reasonable costs and attorneys’ fees incurred in connection with our enforcement of this paragraph.

Independent Contractor

SmartConvert.io™ and User are independent contractors, and nothing contained in this Agreement places SmartConvert.io™ and User in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

Governing Law; Jurisdiction

Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Disclaimer

SmartConvert.io™ shall not be responsible for any damages your business may suffer. SmartConvert.io™ makes no warranties of any kind, expressed or implied for the Services. SmartConvert.io™ disclaims any warranty of merchantability or fitness for a particular purpose, including loss of data resulting from delays, delivery failures, wrong deliveries, and any and all service interruptions caused by SmartConvert.io™ or our employees.

Backups and Data Loss

Your use of the Services is at your sole risk. SmartConvert.io’s or it’s hosting partners, vendors, suppliers’ backup service runs once a day and may overwrite any of our previous backups. This service is provided all customers as a courtesy and may be modified or terminated at any time at SmartConvert.io’s sole discretion. Accounts larger than 10 GB MAY NOT be included in daily backups. SmartConvert.io™ is not responsible for files and/or data residing on your account. You agree to take full responsibility for all files and data transferred and to maintain all appropriate backup of files and data stored on SmartConvert.io’s or it’s hosting partners, vendors, suppliers’ servers. Therefore, SmartConvert.io™ strongly recommends using your own website ad data backup solution though which you can backup and store your data locally on your computer or external drive, or at a third-party cloud storage platform such as Google Drive, Dropbox, Microsoft’s OneDrive, etc.

Limited Warranty

THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SMARTCONVERT.IO™ AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. SMARTCONVERT.IO™ AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE

UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. SMARTCONVERT.IO™ AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS ARE NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE SERVICES. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

Disclosure to Law Enforcement

SmartConvert.io™ may disclose User information to law enforcement agencies without further consent or notification to the User upon lawful request from such agencies. We cooperate fully with law enforcement agencies.

Entire Agreement

This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations, and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.

Headings

The headings herein are for convenience only and are not part of this Agreement.

Changes to the Agreement or the Services

SmartConvert.io™ reserves the right to modify, change, or discontinue any aspect of the Services at any time. SmartConvert.io™ may modify, add, or remove portions of this Agreement at any time. Any revisions to this Agreement will become effective when posted unless otherwise provided. You agree to any modification to this Agreement by continuing to use the Services after the effective date of any such modification.

Severability

If any provision or portion of any provision of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.

Waiver

No failure or delay by you or SmartConvert.io™ to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy. No express waiver of, or assent to, any breach of or default in any term or condition of this Agreement by any party hereto shall constitute a waiver of, or an assent to, any succeeding breach of or default in the same or any other term or condition hereof.

Assignment; Successors

You may not assign or transfer this Agreement or any of your rights or obligations hereunder, without the prior written consent of SmartConvert.io™. Any attempted assignment in violation of this Agreement shall be null and void and of no force or effect whatsoever. SmartConvert.io™ may assign its rights and obligations under this Agreement and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of User. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Force Majeure

Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, user acknowledges and agrees that any supplier of a third-party product or service that is identified as a third-party beneficiary in the service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against user as if it were a party to this Agreement.