These Terms of Service ("Terms") set forth the terms and conditions that apply to your use of FTP Hosting's sites, platforms, and services (collectively, "Service"). The Service is operated and offered by Orange Platform LLC, including its affiliates, subsidiaries, successors, and assigns ("FTP Hosting", "We"). As used herein, "you" and "your" refer to you and the entity you represent. By accessing or using the Service, you acknowledge and agree to comply with this Terms of Service and are authorized and capable with undertaking the obligations contained herein.

1. FTP Hosting Accounts

All of your registration, contact, and billing information must be correct and current. You are solely responsible for keeping such information correct and current.

You are the only person allowed to access and use the username and password associated with your FTP Hosting account. You agree not to allow anyone else to use your account or password, and to take reasonable steps to prevent unauthorized persons from learning your password and API keys. Administrators may create separate user accounts within each FTP Hosting subscription to provide other people access. You shall notify us immediately of any unauthorized use of or activity on your account or of any other breach of security relating to the Service that is known or suspected by you.

You affirm that you and any and all users on your account are either 18 years of age or older, and are fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service.

2. Billing

The main method of payment accepted for paid accounts is placing a credit card number or linked PayPal account on file. Currently, we accept VISA, Mastercard, American Express, Discover, and PayPal. You agree to pay all charges in accordance with any cardmember agreement governing the use of your credit card.

The following additional payment methods are supported if you are pre-paying in advance for 12 months of service:

• Mailed Check (US Dollars only)
• ACH transfer (US Dollars only)
• SEPA transfer (Euro only)
• FPS (UK/GB Pound Sterling only)

FTP Hosting reserves the right to change the price or features of all services upon 30 days notice. Such notice will be provided by email and/or through the Service. If such a change takes place and you choose not to discontinue or downgrade your account, you will be responsible for the payment of your account at the new rate.

All invoices are due net 30, except for credit card payments, which are due upon receipt. Failure to pay any charges may result in the suspension or cancellation of your account.

Invoices are sent to the email on file.

Account prices are billed exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for any such tax, levy, or duty associated with your use of the Service.

FTP Hosting is required to collect sales tax in certain USA states that tax the type of services we provide and where we also meet certain sales thresholds or have a physical presence. The list of states we collect sales tax from may change as FTP Hosting grows and gains additional sales tax nexus, or if states change their laws that determine nexus. If your primary billing address is in a state where FTP Hosting is required to collect sales tax, we will add the appropriate sales tax to your invoice and collect sales tax.

Customers on qualifying plans who pay annually may request FTP Hosting to submit invoices via a third party vendor. Each such request will be considered on a case-by-case basis, and FTP Hosting may decline to use, or stop using, any such a third party vendor for any reason at any time. You will be responsible for any fees or expenses incurred by FTP Hosting in connection with such a third party vendor, and FTP Hosting may invoice you or use any payment method on file to recoup such fees and/or expenses. Additionally, such a third party vendor's terms and conditions shall in no way supersede these Terms of Service.

3. Auto-Renewal

Accounts are billed in advance for the selected term and subscriptions will automatically renew until they are cancelled.

For customers on a monthly term:
Accounts on monthly terms will be charged every 30 days, starting with the first day of paid service ("Service Date"). The charges will be for the monthly fee for the upcoming Usage Period (as defined below) and any Usage charges and/or any increase in the number of Billable users (as defined below) from the previous Usage Period beyond what was included in your agreement. Invoices are automatically charged to the payment method on file.

For customers on an annual term:
Accounts on annual terms will be sent an invoice for the annual fee once every 360 days, starting with the first day of paid service ("Service Date"). If there are any Usage Charges for a Usage Period (as defined below), or an increase in the number of Billable users (as defined below) beyond what is included in your agreement, an invoice will be sent at the end of that Usage Period for the Usage and/or additional Billable users. All invoices are due upon receipt, and will be automatically charged if there is a payment method on file.

4. Overages

If you go over the usage, user, or API call limit of your plan, you may be required to upgrade to a higher plan to continue using the Service.

5. Cancellation and Refund Policy

You may cancel your account at any time. For security purposes, we do NOT accept cancellation notices via phone or email. Upon cancellation, your data will be removed from the system within 7 days, and there is no mechanism for restoring data once it is removed from the system.

If you are on an annual or multi-year term, you are obligated to pay for the entire term even if you cancel early, except if you are a new customer as provided in this Section.

Refunds for any reason (including SLA credits) will not be granted if they are requested more than 30 days after account cancellation.

No refund will be given in any instance if FTP Hosting determines, in its sole and reasonable discretion, that you or any user on your account breached any part of these Terms of Service.

6. Disclaimer of Warranties / Limitation of Liability

The Service is provided on an "AS-IS, AS-AVAILABLE" basis. FTP Hosting does not warrant that the Service will be uninterrupted or error-free or that defects in it will be corrected. Use, including data storage and transfer, is at your own risk.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, HARDWARE, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FTP HOSTING AND ITS AGENTS DO NOT WARRANT THAT THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL FTP HOSTING OR ITS AGENTS BE LIABLE FOR: (1) ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE SERVICE, INCLUDING ANY HARDWARE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FTP HOSTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND/OR (2) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES OF THE SERVICE OR HARDWARE. IN NO EVENT SHALL FTPHOSTING'S AGGREGATE LIABILITY EXCEED THE FEES (EXCLUDING USAGE CHARGES) PAID BY YOU TO FTP HOSTING IN THE PAST YEAR. FOR CLARITY, "SERVICE" INCLUDE ANY CODE EXAMPLES CREATED OR PROVIDED BY FTP HOSTING, AS WELL ANY THIRD PARTY INTEGRATIONS WITH FTP HOSTING.

7. Acceptable Use

You are responsible for your own communications and for any consequences thereof. You will use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations, including any laws regarding the transmission of technical data exported to or from your country of residence.

You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses or other malicious code, or is otherwise objectionable as reasonably determined by FTP Hosting; (ii) use the Service to upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent or hinder other authorized individuals or entities from using the Service; (iv) use the Service to invade the personal privacy of other people (e.g. stalking or harassment); (v) use the Service to store personal health information that is regulated by The HIPAA Privacy Rule unless you've also entered into a Business Associate Agreement with FTP Hosting; (vi) use the Service to transmit or store personal information about individuals residing in the European Economic Area unless you have signed a data processing agreement with FTP Hosting; (vii) use the Service for any fraudulent or inappropriate purpose; and/or, (viii) use the Service in any manner FTP Hosting determines to be detrimental to the Service, users of the Service, the public, and/or FTP Hosting.

You will not use any robot, spider, other automated device, or software process to monitor, post to, or copy any content from the Service, except through APIs explicitly made available by FTP Hosting. FTP Hosting may terminate your account if, in its sole opinion, your usage of the Service consumes excessive system resources.

Violation of any of the foregoing or any other breach of these Terms of Service may result in immediate revocation of your account(s), and may subject you to state and federal penalties and other legal consequences. FTP Hosting reserves the right at all times to remove or refuse to distribute any content on the Service. FTP Hosting, also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms of Service, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam); (d) respond to user support requests; and/or (e) protect the rights, property or safety of FTP Hosting, its users and the public. FTP Hosting will not be responsible or liable for the exercise or non-exercise of its rights under these Terms of Service.

FTP Hosting reserves the right to cancel or refuse to offer the Service to anyone at any time at its sole discretion. A pro-rated refund will be issued to paid account holders in the event of a service cancellation without cause.

8. Intellectual Property

Except where otherwise explicitly indicated, all materials contained on the Service are owned by FTP Hosting, including but not limited to, graphics, text, source code, the selection, arrangement and presentation of all materials, and the overall design of the Service. Without limiting the foregoing, FTP Hosting does not claim any ownership of any materials stored or transferred by you on the Service. Your stuff is your stuff.

Without limiting the foregoing, we may use the name and marks of your company and screenshots from your website in the advertising, marketing, and promotion of FTP Hosting. Permission is granted to view and print materials from the Service for the non-commercial purpose of viewing, reading and retaining for reference. Any other copying, distribution, retransmission or modification of information or materials on this site, whether in electronic or hard copy form, without the express prior written permission of FTP Hosting, is strictly prohibited. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service.

FTP Hosting and other names, trademarks, and/or service marks (including logos and designs) found on the Service are trademarks/service marks that identify FTP Hosting and the goods and/or services provided by FTP Hosting. Such marks may not be used under any circumstances without the prior written authorization of FTP Hosting. Such marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the FTP Hosting. You assign FTP Hosting exclusive intellectual property rights to any questions, comments, suggestions, ideas, feedback or other information about the Service provided by you ("Submissions"). Submissions are non-confidential and shall become the sole property of FTP Hosting. FTP Hosting may, but it not obligated to, use and disseminate Submissions for any purpose, commercial or otherwise, without acknowledgment, compensation, or other consideration given or owed to you.

9. Indemnification

Upon request by FTP Hosting, you agree to defend, indemnify, and hold FTP Hosting, its parents, affiliates, subsidiaries, successors, and assigns, and each of their respective employees, contractors, officers, directors, and agents harmless from all liabilities, claims, damages, losses, and expenses, including attorney's fees, that arise from or relate to: (i) your use or misuse of the Service; (ii) your breach of these Terms of Service, or any other agreement with FTP Hosting relating to the Service, such as a BAA; (iii) your illegal activity; and/or, (iv) your negligence and/or willful acts or omissions.

10. Dispute Resolution and Jurisdiction

FTP Hosting wants to address your concerns without needing a formal legal case. Before filing a claim against FTP Hosting, you agree to try to resolve the dispute informally by contacting legal@smartfile.com. FTP Hosting will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or FTP Hosting may bring a formal proceeding.

Any dispute arising under these Terms of Service that is not resolved informally as outlined above, will be subject to binding arbitration by a single arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the United States and the State of Delaware. The arbitration will be held in Delaware, United States. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, you and we agree that any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, collective, or representative action. To the fullest extent permitted by applicable law, you further agree that you will not be a member of any putative or actual class in a class action brought by anyone else, nor will you seek to become a class representative. If any portion of this paragraph is found to be void or unenforceable as to a particular claim, then that claim (and only that claim) shall be resolved in federal court rather than in arbitration; if there is no federal jurisdiction, the case shall be resolved in Delaware state court.

In the event that you are able to sufficiently demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, FTP Hosting may, but is not obligated to, mutually agree to have the arbitration conducted by telephone, based on written submissions, in person in the county where you live, or at another mutually agreed location.

Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or it will be barred forever. Notwithstanding the other provisions in this section, if we have a reasonable basis to believe that you have in any manner violated or threatened to violate any of our intellectual property rights, we may bring suit in any state or federal court in the state of Delaware, rather than through arbitration. In such instances, you agree that you will submit to the jurisdiction of the state and federal courts in the state of Delaware.

11. Third Party Hyperlinks

FTP Hosting may provide hyperlinks to third-party web sites as a convenience to users and visitors of the Service. FTP Hosting does not control third-party websites and is not responsible for the contents of any linked-to, third-party web sites or any hyperlink in a linked-to website. Similarly, FTP Hosting does not endorse, recommend or approve any third-party web site hyperlinked from the Service and will have no liability to any entity for the content or use of the content available through such hyperlink.

12. General Terms

A) Severability
competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Terms of Service, which shall remain in full force and effect. No waiver of any part of this Terms of Service shall be deemed a further or continuing waiver of such term or any other term. Nothing in this Terms of Service shall be deemed to confer any third party rights or benefits.

B) Survival
Sections 1-2, 5-10, & 12 will survive after these Terms of Service terminate or your use of the Service ends.

C) Entire Agreement and Priority
These Terms represents the entire agreement between the parties as it relates to your use of the Service. Notwithstanding the foregoing, to the extent any provision of this Terms of Service conflicts with another mutually executed document governing your use of the Service - such as a Business Associate Agreement or Data Processing Addendum - then such other documents shall control.

D) Changes to these Terms of Service
FTP Hosting reserves the right to change these Terms of Service at any time by posting new Terms of Service at this location and alerting paying customers of such change via e-mail and/or through the Service. Any change(s) to this Terms of Service will take effect thirty (30) days after such changes have been posted. Your continued use of the Service following such changes will indicate your acceptance of those changes.

E) Assignment and Transfer
We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service, unless we provide written consent for you to do so.