Terms of Service
Last Modified: [October 8, 2019]
1. Acceptance of the Terms of Service
These terms of service are entered into by and between You and Multiswap.io ("Company", "we", "our" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Service"), govern your access to and use of our services and software, including any content, functionality, and services offered on or through access to, and use of, the computational services, which currently includes applications and computations resources for deep learning, rendering, dedicated Graphics Processing Unit (GPU) servers, and video transcoding ("Services").
2. Changes to the Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
We may: (i) make new applications, tools, features or functionality available from time to time through the Services; and (ii) add new services from time to time, the use of which may be contingent upon your agreement to additional terms.
3. Accessing the Services and Account Security
We reserve the right to withdraw or amend our Services, and any service or material we provide, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services. You are responsible for:
- Making all arrangements necessary for you to have access to the Services.
- Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Service and comply with them.
You may use the Services, and use any software provided by the Company as part of the Services. You may not sublicense or transfer these rights. You are restricted from registering multiple accounts with the same billing details without our consent. The use of referral codes by multiple accounts having the same billing profile is not allowed.
As part of receiving the Services, you will have access to a digital dashboard ("Dashboard") through which you may administer the Services. The Dashboard also provides you the tools to deploy the Services for deep learning, rendering, dedicated GPU services, video transcoding, and other applications.
4. Payment Terms, Fees, and Taxes.
You agree to pay a per-time rate for usage of the service, with a minimum fee applicable. The billing can be service based on a monthly, hourly as well as minute or second wise basis. Which billing applies depends on the service used. Our pricing is available on our website or upon request by email. Except as otherwise noted, our prices are exclusive of applicable taxes and duties, including value added tax ("VAT") and applicable sales tax. You are responsible for any taxes, and will pay us for Services without any reduction for taxes. If we are obligated to collect or pay taxes, we will invoice you the tax amount owing, unless the you provides us with a valid tax exemption certificate authorized by the appropriate taxing authority. If under the applicable tax legislation, the Services are subject to local VAT and you are required to make a withholding of local VAT from amounts payable to us, the value of the Services calculated will be increased (grossed up) for the respective amount of local VAT and the grossed-up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by you and ensure that the Company receives payment for its services for the net amount as would otherwise be due (the VAT-inclusive price less the local VAT withheld and remitted to applicable tax authority). If required under applicable law, you will provide us with applicable tax identification information that we may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. You will be liable to pay (or reimburse the Company for) any taxes, interest, penalties or fines arising out of any mis-declaration.
Any invoice disputes must be submitted prior to the payment due date. If we determine that certain billing inaccuracies occurred, we may at our sole discretion issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, we will apply the credit memo amount to the disputed invoice and you will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, you waive all claims relating to fees unless claimed within 45 days after charged. Refunds are at the discretion of the Company and will only be in the form of credit for the Services.
Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by the Company in collecting amounts owed by you. If you are late on payment for the Services, we may suspend or terminate the Services.
We use third-party services and such third party's affiliates services to enable you pay fees and perform transfer of payments by making use of your existing credit card. Please note that any payment terms presented by your credit card provider to you in the process of using or signing up for paid Services are deemed part of these Terms of Service. We may share and transfer (including cross border transfer) personal information with the credit card service provider for the purpose of rendering payments. Personal information shall include information that identifies or may identify you including the information submitted through the registration form when you accepted our Services such as email address, country and city and/or information provided through social websites or any other identifying information provided by you while using the Services. In addition, we may transfer any non-personal information provided by you through your use of the Services to the credit card service provider in order to allow for preliminary examinations of non-personal information for the purpose of determining if you qualify for the payments. In the event that you initiate a chargeback dispute with the credit card service provider, the Services shall be suspended and at our sole discretion you shall not receive any Services, regardless of the outcome and disposition of the chargeback dispute.
5. Intellectual Property Rights
The Services and its features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, or transmit any of the material on our Services. You must not modify copies of any materials provided to you, or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
The Company name, trademarks, and logos, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners.
7. Prohibited Uses
You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software. Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
8. Monitoring and Enforcement; Termination
We have the right to suspend or terminate your access or take any action with respect to your use of the Services that we deem necessary or appropriate in our sole discretion, including if we believe that your use of the Services violates the Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company or others. We reserve the right to:
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any violation of these Terms of Service.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using our Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
9. Reliance on Information Posted
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other person using the Services, or by anyone who may be informed of any of its contents. This Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
10. Online Purchases and Other Terms and Conditions
All purchases through our site or other transactions for the use of our Services or related to, or resulting from, use of our Services, are governed by these Terms of Service. Additional terms and conditions may also apply to specific portions, services, or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.
11. Links from the Services
If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
12. Geographic Restrictions
We make no claims that the Services or any of its content is accessible or appropriate in your geographic location or your country of residence or citizenship. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services, you do so on your own initiative and are responsible for compliance with local laws.
13.Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that your use of our Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. Notwithstanding the aforementioned, the Company shall make reasonable efforts to ensure that all facilities and the relevant supplies for providing the Services are maintained in good working order and with the same diligence it applies in its own dealings. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
The Company and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms of Service where the failures or delay results from any cause beyond our reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Services, including, but not limited to, any use of the content, services, and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Services.
16. Governing Law and Jurisdiction
All matters relating to the Services and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Province of Ontario and the laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of Ontario or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Services shall be instituted exclusively in the Ontario courts located in the City of Toronto, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Company's sole discretion, it may require You to submit any disputes arising from the use of these Terms of Service or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying the applicable law in your country of residence or any other relevant country.
18. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19. Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
20. Entire Agreement