Terms of Service

Definitions

• Agreement means these Terms of Service and any policies referenced herein (including, without limitation, the Acceptable Use Policy and Privacy Policy), as amended in accordance with the “Changes to These Terms” section.
• Customer (or Client) means the person or entity that purchases or uses the Services.
• Authorized E-mail Address means an email address listed as an authorized contact for the Customer account in the Client Area.
• Services means the hosting and related services Togglebox makes available to the Customer, as described at the point of sale and in the applicable service description.
• Cloud Virtual Datacenter means Togglebox’s [product name] virtualized infrastructure offering, as described at the point of sale.
• Billing Month means the monthly period used for billing and SLA calculations for a Service.
• Good Standing means an account that is current on all fees and other amounts owed and is not in breach of this Agreement or the Acceptable Use Policy.
• Account Credit means a non-cash credit applied to the Customer’s Togglebox account that may be used toward future fees, is not redeemable for cash, and is non-transferable.
• Promotional Credit means an Account Credit issued under a promotion, subject to the additional conditions stated in the applicable promotional offer.
• Credit Deposit means an amount the Customer pre-pays and holds on account, applied toward future fees, and treated as set forth in the Refund Policy.
• Activation Fee means a small setup/activation charge (if applicable) used to verify payment and reduce fraud; it may be credited to the Customer’s Account Credit as described in the Refund Policy.

Billing Policy

1. Automatic Renewal. All Togglebox Services are periodic Services and will renew automatically for successive periods equal to the then-current term until canceled by the Customer in accordance with the Cancellation Policy. By purchasing a Service, the Customer authorizes Togglebox to charge the Customer’s payment method on file for each renewal at the then-current rates, until the Customer cancels.
2. Renewal Disclosure and Reminders. The length of each renewal term, the renewal price, and the renewal date are disclosed at the point of sale and are available in the Client Area. For Services with a renewal term of one (1) year or longer, Togglebox will send a renewal reminder to the Customer’s Authorized E-mail Address between [15] and [45] days before the renewal date, identifying the renewal date, the amount to be charged, and how to cancel.
3. Non-Payment. Fees for the Services are payable in advance. If the Customer fails to pay any amount when due, Togglebox will follow the graduated past-due process set out in Sections 5 through 7 of this Billing section (suspension, late fee, and termination at the stated intervals), which governs ordinary non-payment. Notwithstanding that process, Togglebox may suspend or terminate the affected Services or the Customer’s account immediately and without advance notice in cases of (a) confirmed or reasonably suspected fraud, (b) a chargeback or payment reversal, (c) a violation of the Acceptable Use Policy, or (d) where required to protect the security or integrity of the Togglebox platform or other customers. Suspension does not relieve the Customer of the obligation to pay fees accrued before suspension.
4. All Hourly Cloud hosting fees are based on your resource allocation for the previous month, and are post-paid.
5. Services that are 3 days past due will be suspended.
6. Services that are 14 days past due will incur a late fee up to $20.
7. Services that are 20 days past due will be terminated, including all data and all backups.
8. Security audit reports and compliance certifications are available to Customers in Good Standing upon request.
9. Additional security features or dedicated security support may be available for an additional fee.

Refund Policy

1. All Refund Requests must be submitted by Support Ticket, or by E-Mailing billing@togglebox.com from your account’s Authorized E-mail address.
2. If you cancel within the first 7 days you may request a refund of periodic service fees billed in advance (the “Money Back Guarantee”), excluding non-refundable items listed below.
3. Cancellations after the first 7 days are not eligible for refunds of periodic service fees.
4. Pre-payments for 3, 6 and 12 months, and Credit Deposits, are NOT refundable unless the cancellation is requested within the Money Back Guarantee period (First 7 days).
5. Refunds will only be sent to the payment method that originally made the purchase.
6. If an account has due invoices, any approved refunds will be processed as Account Credits.
7. Account Credits are non-refundable and are applied to future invoices only, except as explicitly stated (e.g., the Activation Fee Exception below).
8. SSL Certificates, Domain Registrations, Domain Transfers, Support Fees, and most Setup Fees are NOT refundable, unless explicitly stated otherwise.
9. Activation Fee Exception: Certain Services may include a $1 setup/activation fee to verify payment. This $1 is credited to the Customer’s Account Credit. Upon request, Togglebox will refund this $1 activation fee (including requests after 30 days), subject to verification and Good Standing. Where the activation fee was paid by cryptocurrency, the $1 refund, if any, will be issued as Account Credit rather than returned to the original payment method, notwithstanding Sections 5 and 10.
10. Crypto Payments are non-refundable, except that the $1 activation fee described in Section 9, where paid by cryptocurrency, is refundable as Account Credit upon request.
11. Money Back Guarantee only applies to the first purchase for an individual, group or account.

Cancellation Policy

1. Cancellation requests must be scheduled via the provided control panel or by emailing billing@togglebox.com from your account’s Authorized E-mail Address.
2. The Customer may cancel any Service at any time through the self-service control panel in the Client Area, which provides a simple online cancellation path that does not require contacting Togglebox by any other method. Email cancellation from an Authorized E-mail Address remains available as an alternative. Cancellation by phone, Live Chat, fax, or standard mail is not accepted.
3. For the security of our clients:
   • Cancellation requests sent by E-mail may require additional validation or verification.
   • Togglebox will not process any cancellation requests sent from a non-authorized contact.
   • Togglebox will not accept cancellation requests via phone, Live Chat, fax, or standard mail.
4. Unless otherwise stated in writing, cancellation stops renewal of the Service. You remain responsible for all charges incurred up to the effective cancellation date, including any usage-based charges.
5. Data Retention: Upon cancellation or termination (including for non-payment), Togglebox may delete all Customer data and backups. Data retention is not guaranteed. Customers are responsible for maintaining their own offsite backups prior to cancellation or termination.
6. For non-payment, Services may be suspended after 3 days past due and terminated after 20 days past due. Termination may include deletion of all data and all backups.
7. If you cancel your service, but fail to transfer your site(s) to another provider and continue to utilize our hosting network you will be billed until such time that you are no longer utilizing our services.

Promotions

1. Promotions are only eligible for use by new and unique clients, unless otherwise specified.
2. Promotional Credits expire after 30 days.

Affiliates

1. Togglebox pays an Affiliate Bonus of $50 per unique sign-up.
2. Affiliate payouts can be made via PayPal or Togglebox Account Credits.
3. To be eligible for the sign-up bonus each sign-up must:
   • Pass our Fraud Screening process.
   • Be a new and unique sign-up.
   • Remain active and in Good Standing for 90 days.
4. Hourly Clouds MUST be in continuous use for 90 days to be eligible for an Affiliate Payout. Empty ($0) Hourly Clouds do not qualify until they have reached 90 continuous days of active billing.
5. Affiliate Center figures in the Client Area are provided for general reference only and may not reflect final, verified totals. For confirmed sign-up and commission details, please submit a Support Ticket to the Sales team.
6. Affiliates can request a review of any sign-ups at any time by submitting a Support Ticket to the Sales team.
7. Togglebox reserves the right to refuse commission payments to anyone who attempts to falsify sign-ups, sign up for multiple accounts, or otherwise violates any part of our Terms of Service or Acceptable Use Policy.
8. Affiliate Bonuses are only eligible for our standard product lines. Any special promotional VPS or Cloud is not eligible for Affiliate Bonus payouts.

Prohibited Activities

The Customer may only use Togglebox’s services for lawful purposes. In the event that Togglebox believes that the service is being used by the Customer illegally or in contravention with any of the terms and provisions contained in this Agreement, Togglebox has the right to immediately discontinue services to Customer without liability. Togglebox reserves the right to report any illegal activities to any and all regulatory, administrative and/or governmental authorities for appropriate prosecution.

The following uses are prohibited and may result in immediate suspension or termination of the affected Services, the Customer’s account, and the deletion of all associated data, with or without notice to the Customer:

1. Unauthorized distribution, reproduction, or use of copyrighted works, materials, information, or software.
2. Violation of United States export-control laws or economic sanctions (including OFAC-administered sanctions).
3. Fraud, trafficking in obscene material, distribution of unlawful controlled substances, and any other unlawful activity.
4. Offering for sale or soliciting email lists for the purpose of sending bulk email.
5. Sending unsolicited bulk or commercial email (“spam”).
6. Email and messaging abuse, including using a false or non-existent return address on a commercial solicitation, “mailbombing” (sending repeated messages without significant new content to the same recipient), subscribing a person to a mailing list without their permission, or cross-posting to an excessive number of newsgroups.
7. Tortious conduct, including posting defamatory, libelous, or private information about a person without consent, or infringing the trademark, copyright, or other intellectual-property rights of any party.
8. Operating an adult-oriented website in violation of applicable law, including any failure to comply with age-verification and record-keeping requirements.
9. Unauthorized access to, or attempts to breach or test the security of, any system, network, or another customer’s resources.
10. Unlawful use of proxies, anonymizers, or similar services, or use of such services to facilitate prohibited activity.
11. Distribution of infringing or unlawful material via peer-to-peer or torrent technologies.
12. Cryptocurrency mining and other resource-abusive workloads that materially degrade shared infrastructure or interfere with other customers’ use of the Services.
13. Use of automated trading or other software in a manner that materially degrades shared infrastructure or violates applicable law.
14. Deploying or distributing malware, ransomware, or other malicious software.
15. Vulnerability scanning or penetration testing without Togglebox’s prior written authorization.
16. Failing to maintain reasonable security practices in a manner that could compromise the platform or other customers.

Support

1. Standard Support (Default): Standard support is considered Semi-Managed. The first 15 minutes of a support issue are complimentary. After the first 15 minutes a support issue can be considered billable. Further support for the issue will be priced at $15/15 minutes. Support fees are non-refundable. First Response SLA for support tickets with Standard Support is 4 hours.
2. Priority Support ($20/month): Priority Support is a flat fee per Cloud instance. Priority Support does not charge based on the time required for an issue. First Response SLA for support tickets with Priority Support is 1 hour. Priority Support fees are NOT REFUNDABLE.
3. First Response SLA: The First Response SLA guarantees that our Support staff will confirm that the issue is being investigated or addressed. The First Response SLA does not guarantee any specific or estimated time for resolution to an issue.
4. Togglebox does not guarantee or warranty the level of available support for Standard or Priority Support packages. “Best Effort” support is given for any application, software or files not specifically included in the Operating System templates that are provided.
5. Togglebox currently offers support via Support Tickets, E-mail, and Live Chat.
6. Some requests may not be able to be completed on Live Chat due to security, or time required for resolution. In these cases Togglebox Staff may request that a Support Ticket be submitted for continued support on the issue.
7. Security support is limited to Togglebox-managed infrastructure. Customers are responsible for securing their applications, data, and configurations.
8. Togglebox will provide guidance on security best practices but is not responsible for implementing Customer security controls.
9. Togglebox reserves the right to refuse support at any time.

SLA

This section defines the Network and Host Server Service Level Agreement (SLA).

1. Availability: To Customers in Good Standing with Togglebox, we guarantee that our network is available 99.9% and the physical host server infrastructure is available 99.9% of the time in a given Billing Month, excluding scheduled maintenance.
2. Scope: The network is defined as core network infrastructure excluding the hardware, services and software running on your server. The server is defined as the physical host hardware that houses the account and excludes software running on your server.
3. Security incidents resulting from Customer misconfiguration, inadequate access controls, or failure to patch Customer-managed systems are not covered under this SLA.
4. Togglebox’s security responsibilities are limited to the infrastructure layer as defined in the Shared Security Responsibility Model section.
5. Downtime Measurement: Downtime is measured from the moment the Customer notifies a Togglebox support representative of a failure to the time the Network or Server responds to an external “ping” request.
6. Service Credits: If Network or Server downtime exceeds 0.1% in a given Billing Month for the affected Service, the Customer may request a service credit equal to 5% of the affected Service’s monthly fee, plus an additional 5% for each additional full 5 minutes of downtime beyond the 0.1% threshold, up to 50% of the affected Service’s monthly fee.
7. How to Request Credits: The Customer must submit a Support Ticket requesting SLA credits within 7 days after the end of the affected Billing Month. Approved credits are applied as Account Credits and are not payable as cash.
8. Credits shall not be provided to the Customer if downtime is the result of:
   • scheduled maintenance
   • circumstances beyond Togglebox’s reasonable control, including, but not limited to: DDoS or other network attacks, upstream or third-party network outages, war, fire, flood, sabotage, labor disturbance, acts of government, and acts of God
   • Breaking this Agreement or Togglebox’s Acceptable Use Policy.

Service Credits — Sole and Exclusive Remedy

Except as otherwise provided in the Limitation of Liability section (including its carve-outs for Togglebox’s gross negligence, willful misconduct, and fraud, and for any liability that cannot be limited under applicable law), the service credits described in this SLA are the Customer’s sole and exclusive remedy, and Togglebox’s entire liability, for any failure of the Services to meet the availability or performance commitments set out in this SLA. Service credits are calculated as set forth above, are issued only as Account Credit applied to the Customer’s account, are not redeemable for cash, and in no event will the total credits issued for any monthly billing period exceed [100%] of the fees paid by the Customer for the affected Service for that period. To receive a credit, the Customer must request it in accordance with this SLA and must be in Good Standing at the time of the request.

Togglebox will use commercially reasonable efforts to maintain acceptable performance of the Services but does not guarantee continuous service, service at any particular time, or the integrity of data stored or transmitted via its system or the Internet. Togglebox’s warranty disclaimers and limitations of liability are set out in the Disclaimer of Warranties and Limitation of Liability sections of this Agreement, except that nothing in this Agreement limits Togglebox’s liability for its own gross negligence, willful misconduct, or fraud.

Indemnification

The Customer shall defend, indemnify, and hold harmless Togglebox and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, demands, suits, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Customer’s use of the Services; (b) any content or data the Customer or the Customer’s customers store, transmit, or process through the Services; (c) the Customer’s violation of this Agreement, the Acceptable Use Policy, or any applicable law; or (d) the Customer’s infringement or misappropriation of any intellectual-property or other right of a third party.

Togglebox will promptly notify the Customer of any claim subject to indemnification, provided that a failure to give prompt notice will relieve the Customer of its obligations only to the extent the Customer is materially prejudiced by the delay. Togglebox may participate in the defense with its own counsel at its own expense. The Customer may not settle any claim in a manner that imposes any liability or obligation on Togglebox, or that admits fault on Togglebox’s behalf, without Togglebox’s prior written consent.

The consequential-damages waiver and the monetary cap that previously appeared in this section have been moved to the Limitation of Liability section and are not restated here. To the extent of any conflict between this section and the Limitation of Liability section regarding liability between the parties, the Limitation of Liability section controls.

Disclaimer of Warranties

Togglebox will use commercially reasonable efforts to maintain acceptable performance of the Services. Togglebox specifically disclaims and denies any responsibility for the completeness, accuracy, or quality of any information obtained through the Services. However:

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, TOGGLEBOX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TOGGLEBOX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA STORED OR TRANSMITTED VIA THE SERVICES OR THE INTERNET WILL BE PRESERVED, ACCURATE, OR FREE FROM CORRUPTION, LOSS, OR UNAUTHORIZED ACCESS. THIS DISCLAIMER DOES NOT MODIFY THE EXPRESS AVAILABILITY COMMITMENT IN THE SLA, FOR WHICH SERVICE CREDITS ARE THE SOLE AND EXCLUSIVE REMEDY AS SET OUT IN THAT SECTION.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, TOGGLEBOX AND ITS AFFILIATES, AGENTS, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY OF CUSTOMER’S CUSTOMERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR ANY DAMAGES RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, OR SERVICE INTERRUPTIONS, WHETHER OR NOT CAUSED BY THE FAULT OR NEGLIGENCE OF TOGGLEBOX, EVEN IF TOGGLEBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, TOGGLEBOX’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO TOGGLEBOX FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING CAP DOES NOT APPLY TO, AND TOGGLEBOX’S LIABILITY IS NOT LIMITED FOR, LIABILITY ARISING FROM TOGGLEBOX’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. FOR THE AVOIDANCE OF DOUBT, THIS LIMITATION CAPS ONLY TOGGLEBOX’S LIABILITY AND DOES NOT LIMIT OR EXCUSE (A) THE CUSTOMER’S OBLIGATION TO PAY FEES AND OTHER AMOUNTS OWED UNDER THIS AGREEMENT; (B) THE CUSTOMER’S INDEMNIFICATION OBLIGATIONS; OR (C) THE CUSTOMER’S LIABILITY FOR BREACH OF THE ACCEPTABLE USE POLICY OR FOR INFRINGEMENT OR MISAPPROPRIATION OF TOGGLEBOX’S INTELLECTUAL-PROPERTY RIGHTS. NEITHER PARTY’S LIABILITY FOR ITS OWN GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD IS LIMITED BY THIS AGREEMENT.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Shared Security Responsibility Model

Togglebox operates under a shared security responsibility model. Security and compliance are shared responsibilities between Togglebox and the Customer. The distribution of responsibilities depends on the services selected and deployment model.

Togglebox Responsibilities (“Security OF the Cloud”):

1. Physical data center security, including physical access controls, environmental protections, and hardware security.
2. Network infrastructure security up to and including the hypervisor layer.
3. Core network security, DDoS protection at the infrastructure level, and network isolation between customers.
4. Hypervisor security, patching, and maintenance.
5. Physical host hardware security and maintenance.
6. Virtualization layer security ensuring proper resource isolation (CPU, memory, storage) between customers.

Customer Responsibilities (“Security IN the Cloud”):

1. All data security, including encryption at rest and in transit.
2. Identity and access management (IAM) for all user accounts and applications.
3. Operating system configuration, patching, and security (for all IaaS deployments).
4. Network configuration above the virtualization layer (firewalls, security groups, VPNs).
5. Application security, including code security, vulnerability management, and patches.
6. Security monitoring and incident response for customer-deployed resources.
7. Compliance with applicable regulations and standards.
8. Backup and disaster recovery of customer data and applications.
9. Secure configuration of all cloud resources and services.

The Customer acknowledges that:

1. Misconfiguration of cloud resources is the Customer’s responsibility.
2. Togglebox is not responsible for security breaches resulting from Customer misconfiguration.
3. Overall regulatory compliance remains the Customer’s responsibility.
4. Togglebox will provide security audit reports upon request to assist with Customer compliance efforts.

Changes to These Terms

Togglebox may modify this Agreement from time to time. When Togglebox does so, it will post the revised Agreement with an updated “Last Updated” date, and the revised Agreement will become effective upon posting for new customers. For existing customers, Togglebox will provide notice of any material change at least [X] days before it takes effect, by email to the Customer’s Authorized E-mail Address or through the Client Area. Changes that are required by law or that address a security risk may take effect immediately upon notice. The Customer’s continued use of the Services after the effective date of a change constitutes acceptance of the revised Agreement. If the Customer does not agree to a material change, the Customer’s sole remedy is to cancel the affected Services before the change takes effect, in accordance with the Cancellation Policy.

General Provisions

Governing Law and Dispute Resolution

1. Governing Law. This Agreement, and any dispute, claim, or controversy arising out of or relating to it or to the Services (whether in contract, tort, statute, or otherwise), shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
2. Exclusive Venue. The parties agree that the exclusive venue for any action arising out of or relating to this Agreement or the Services shall be the state and federal courts located in or serving [COUNTY], Pennsylvania, and each party irrevocably consents to the personal jurisdiction of those courts and waives any objection based on inconvenient forum.
3. CLASS-ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
4. JURY-TRIAL WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
5. Limitations Period. Any claim arising out of or relating to this Agreement or the Services must be filed within one (1) year after the claim accrues, or it is permanently barred, except where a shorter or longer period is required by applicable law.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified and interpreted to accomplish its objectives to the greatest extent possible under applicable law, and if it cannot be so modified, it shall be severed from this Agreement. In either case, the remaining provisions of this Agreement shall continue in full force and effect, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.

Entire Agreement

This Agreement, together with all policies expressly referenced herein (including the Acceptable Use Policy and Privacy Policy) and any order or service description accepted by the parties, constitutes the entire agreement between the Customer and Togglebox with respect to the Services and supersedes all prior or contemporaneous agreements, proposals, and communications, whether written or oral, on that subject. In the event of a conflict, the order of precedence is: (1) this Agreement, (2) the referenced policies, and (3) any order or service description, unless an order expressly states that it overrides a specific provision of this Agreement.

Assignment

The Customer may not assign or transfer this Agreement, or any of its rights or obligations under it, whether by operation of law or otherwise, without Togglebox’s prior written consent, and any attempted assignment in violation of this section is void. Togglebox may assign this Agreement, in whole or in part, without the Customer’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

Survival

Any provision of this Agreement that by its nature should survive termination or expiration will survive, including without limitation provisions governing accrued payment obligations, intellectual-property rights, indemnification, disclaimers of warranty, limitation of liability, and governing law and dispute resolution.

Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than the Customer’s payment obligations for Services already provided) to the extent the failure or delay is caused by an event beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental action, failures or interruptions of the public Internet or third-party telecommunications or power providers, and denial-of-service or other malicious attacks. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.

Notices

Except where this Agreement specifies another method (including the Cancellation Policy’s online and email cancellation paths), Togglebox may give notice to the Customer by email to the Customer’s Authorized E-mail Address or by posting in the Client Area, and such notice is deemed given when sent or posted. The Customer must give notice to Togglebox in writing to [legal notice address], and such notice is deemed given upon Togglebox’s confirmed receipt. Each party is responsible for keeping its contact information current.

Taxes

All fees are exclusive of taxes. The Customer is responsible for all sales, use, value-added, withholding, and similar taxes, duties, and assessments associated with the Services, excluding taxes based on Togglebox’s net income. If Togglebox is required to collect or remit any such tax, it will be added to the Customer’s invoice.

Copyright Complaints (DMCA)

Togglebox responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act. Notices should be sent to Togglebox’s designated agent at [DMCA agent name and contact] and must include the information required by 17 U.S.C. § 512(c)(3). Togglebox may remove or disable access to allegedly infringing material and may terminate, in appropriate circumstances, the accounts of repeat infringers.

Authority

The individual accepting this Agreement represents that they are at least eighteen (18) years of age and, if entering into this Agreement on behalf of an entity, that they have the authority to bind that entity, in which case “Customer” refers to that entity.

Sanctions and Export Compliance

The Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions, and that it is not identified on any U.S. government restricted-party list (including the OFAC Specially Designated Nationals and Blocked Persons List). The Customer will not use the Services in violation of any applicable export-control or economic-sanctions law.

No Waiver

No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it or of any other right.

Independent Contractors

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship between them.