Thank you for your interest in using the 2Peer service (the "Service") operated by ToPeer Corporation ("ToPeer").
1. Your Responsibilities
You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the ToPeer Network and for paying any and all costs incurred related thereto. As a member of the ToPeer Network, you agree not to use the ToPeer Network to:
(A) Violate any local, municipal, provincial or state, national, or international law or regulation;
(B) Purposely transmit computer code, files, or programs that are designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(C) Transmit unsolicited or unauthorized information that can be considered to be advertising, junk mail, chain letters, promotional materials, pyramid schemes or spam;
(D) Make available any material that can be considered abusive, defamatory, harassing, hateful, invasive of another's privacy, libellous, obscene, objectionable, tortuous or vulgar;
(E) Misrepresent your association with a person or entity or impersonate any person or entity; or
(F) Disrupt or interfere with the ToPeer Network, its servers or any other computing or networking device that is connected to the ToPeer Network, or disobey any requirements, procedures, policies, or regulations of networks connected to the ToPeer Network.
2. Copyright Infringement
ToPeer respects the intellectual property rights of others. As such ToPeer reserves the right to terminate, under appropriate circumstances, your account should you be in violation of copyright law.
If you are a rights holder and believe your rights are being infringed by a user of the ToPeer Network, please file a Notice of Claimed Infringement. To do so, please follow the instructions found at http://www.2peer.com/copyright.
Subject to these Terms, ToPeer grants you a non-exclusive, non-transferable, non-assignable license (without right to sublicense) to install and use the Software on your personal computer system in machine-executable object code form only. Any other copies of the software must include all copyright and trademark notices and must be solely for your own personal backup purposes.
Prior written consent of ToPeer is required in order for you to copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software.
You may not;
i) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, nor
ii) assign, rent, lease, or lend the Software to any person or entity.
As used in these Terms, "Feedback" means any comments, criticisms, reports, or other feedback, whether in oral or written form, you provide to ToPeer regarding the function, features, and other characteristics of the Software including, without limitation, any errors, problems, or defects in, or suggestions for changes or improvements to, the Software. ToPeer reserves the right to use any Feedback in any manner it deems appropriate in its sole discretion.
ToPeer retains all right, title, and interest in and to the Software (including any changes, modifications, or corrections thereto) and any related documentation. You understand and agree that you will gain no right, title, or interest in or to the Software by virtue of your Feedback and that you do not now have, will not have, and will never claim to have, any proprietary rights (including intellectual property rights and trade secret rights) in or to the Service (or any changes, modifications, or corrections thereto). In the event that any such right cannot be so assigned, you hereby agree to waive enforcement worldwide of such rights against ToPeer and hereby grant to ToPeer an exclusive license, with right to sublicense through multiple tiers of sub licensees, to use, reproduce, distribute, create derivative works of, publicly perform and display, in any medium or format, whether now known or later developed, any and all property that is subject to such rights.
(E) No Adware, No Spyware, & No Virus
As mentioned throughout the ToPeer Network, our Software contains No Adware, No Spyware, and No Viruses. We recommend that you only upgrade the Software from downloads via the ToPeer Network only. Your use of the ToPeer Network and Software constitutes your understanding that any Adware, Spyware, or Viruses obtained as a result of using the ToPeer Network or Software are not the direct result of ToPeer and that you are responsible for using appropriate measures such as antivirus, anti-spyware, and anti-adware scanning software on your computer to make sure your computer is protected from any rogue or infected files you receive.
You agree that ToPeer may terminate your ToPeer Network membership or suspend your access to all or part of the ToPeer Network, without notice, if:
(A) you violate these Terms;
(B) ToPeer is unable to verify or authenticate any information that you provide; or
(C) you engage in any conduct that ToPeer, in its sole discretion, believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of ToPeer, any other ToPeer Network user, or any third party.
5. Modifications to Terms
ToPeer may change these Terms from time to time. ToPeer will post notice of such changes on the Sites and will notify you of any material changes to these Terms via e-mail sent to the address you have provided to ToPeer for your account. If you object to any such changes, your sole recourse shall be to cease using the ToPeer Network. Continued use of the ToPeer Network following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
6. Modifications to the ToPeer Network
ToPeer reserves the right to modify or discontinue the ToPeer Network with or without notice to you. ToPeer shall not be liable to you or any third party should ToPeer exercise its right to modify or discontinue the ToPeer Network.
Use of the ToPeer Network is on an "as is" and "as available" basis and no guarantees of level of service of any kind, implied or otherwise, shall be assumed.
ToPeer reserves the right at any time to charge fees for access to the ToPeer Network as a whole or any content or services, new or existing, of the ToPeer Network as a whole. In no event will you be charged for access to any ToPeer Network content or service, or to the ToPeer Network as a whole, unless we obtain your prior agreement to pay such charges. Your agreement to pay such charges will require that you provide certain information such as credit card number, or other billing account information, as well as other billing details related to the method of payment. Once payment details have been submitted to ToPeer, ToPeer shall proceed with processing the payment, in advance or arrears as is the then current billing procedure for ToPeer and shall continue to process payments as your account comes due for renewal from time to time.
If you do not consent to such charges, however, you may not have access to paid content or services.
8. Password & Security
You are responsible for maintaining the confidentiality of your ToPeer Network password, and you are solely responsible for all activities that occur through the use of your password. ToPeer recommends that you memorize this information, and not write it down. You agree to immediately notify ToPeer of any unauthorized use of your password or any other breach of security related to the ToPeer Network as soon as any unauthorized use becomes known to you. ToPeer reserves the right to require you to alter your password if ToPeer believes that your password is no longer secure. ToPeer will not be liable for any loss or damage arising from your failure to adequately safeguard your password.
9. Monitoring of Content
ToPeer does not monitor, control, or have knowledge of any content transmitted using the ToPeer Network. You agree that you are solely responsible for all content you transmit and receive using the ToPeer Network.
ToPeer's provision of a link to any other Websites or Internet resource is for your convenience only and does not signify ToPeer's endorsement of such other Websites or resource or its contents. ToPeer shall have no responsibility or liability for any information, software, or materials found at any other Websites or Internet resource.
11. No Resale of ToPeer Network
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the ToPeer Network, use of the ToPeer Network, or access to the ToPeer Network. The ToPeer Network is provided for your personal, non-commercial use only.
You also agree to:
(A) provide true, accurate, current, and complete information as prompted by the registration form; and
(B) maintain and update such information to keep it true, accurate, current, and complete at all times or as requested by ToPeer from time to time.
13. Disclaimer of Warranties
You expressly agree that use of the ToPeer Network is at your sole risk. The ToPeer Network is provided on an "as is" and "as available" basis. ToPeer expressly disclaims all warranties of any kind, whether express or implied, with respect to the ToPeer Network (including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement). ToPeer makes no warranty that the ToPeer Network will meet your requirements, or that the ToPeer Network will be uninterrupted, timely, secure, or error free. ToPeer makes no warranty as to the results that may be obtained from the use of the ToPeer Network, or as to the accuracy or reliability of any information obtained through the ToPeer Network, or that defects in the ToPeer Network will be corrected. You understand and agree that any material and/or information downloaded or otherwise obtained through the use of the ToPeer Network is done at your own discretion and risk and that you will be solely responsible for any damage arising therefrom. No advice or information, whether oral or written, obtained by you from ToPeer or through the ToPeer Network shall create any warranty not expressly made herein.
YOU AGREE THAT YOUR USE OF THE TOPEER SERVICE IS ENTIRELY AT YOUR OWN RISK.
14. Limitation of Liability
You understand that to the extent permitted under applicable law, in no event will ToPeer or its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, or licensors be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from your (or anyone using your account(s)) use of the ToPeer Network.
15. Exclusions & Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that ToPeer may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of ToPeer's liability shall be the minimum permitted under such applicable law.
By using the Service you agree to indemnify, defend, and hold harmless ToPeer, its parents, subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:
1) Any information you (or anyone using your account) submits, posts, or transmits through the ToPeer Network;
2) Your (or anyone using your account(s)) use of the ToPeer Network;
3) Your (or anyone using your account(s)) violation of these Terms;
4) Your (or anyone using your account(s)) violation of any rights of any other person or entity; or
5) Any viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines input by you (or anyone using your account(s)) into the ToPeer Network.
ToPeer, 2Peer, and their respective designs, as well as certain other names, logos, and materials displayed in the ToPeer Network constitute trademarks, trade names, service marks or logos ("Marks") of ToPeer or other entities. You are not authorized to use any such Marks and ownership of all such Marks and the goodwill associated therewith remains with ToPeer or those other entities.
18. Copyrights & Restrictions on Use
The content on the Sites (the "Content"), including without limitation, text, photos, and graphics, is copyrighted by ToPeer and/or its licensors under Canadian and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by ToPeer or its licensors. The Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of ToPeer and its applicable licensors, with the sole exception that one copy may be downloaded onto a single computer for your personal, non-commercial use. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content.
These Terms constitute the entire and exclusive and final statement of the agreement between you and ToPeer with respect to the subject matter hereof, and govern your use of the ToPeer Network, superseding any prior agreements or negotiations between you and ToPeer with respect to the subject matter hereof.
20. Governing Law
Where permitted by law, this Agreement shall be governed and construed in accordance with the laws of the Canada and the Province of Ontario, without giving effect to conflicts of law principles. You agree to submit to the jurisdiction and venues of the Provincial and Federal courts located in Ottawa, Ontario, Canada with respect to any legal proceedings relating to this Agreement and waive any objection to the propriety or convenience of venue in such courts.
Last updated July 2008