OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
Except for your User Data, we will own any and all suggestions, ideas, enhancement requests, feedback, or recommendations you provide to us in connection with the Site or the App ("Feedback"), and you agree to assign all rights, title and interest, including good will and moral rights in the Feedback to us at no cost.
YOUR USER DATA
Subject to Cloud4J's acceptance of your registration and your payment of all fees due, Cloud4J grants to you for the duration of your selected "Subscription Term" (as provided during the registration process) a non-exclusive, non-transferable, non-sublicensable subscription license to access and use the App and all Materials and Services comprising the App, in object code form only. You may only use the App in the format provided to you and with your own User Data and for your business purposes, pursuant to the descriptions set forth on the Site and in the App documentation.
RESTRICTIONS ON USE
Except for the subscription license expressly granted herein, neither we nor our licensors grant to you any express or implied rights to use the Site, App, Materials or Services. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works from or based on the Site, the App, Materials, or Services or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the App. You may not engage in the practices of "screen scraping," "database scraping," or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the App, in any manner or in any quantities not authorized us. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including data, ratings, descriptions, images, text, page layout, or form) of Cloud4J or any of our affiliates or business associates without our prior express written consent. You may not use meta tags or any other "hidden text". Systematic retrieval of content or other data from the App to create or compile, directly or indirectly, in whole or in part, a collection, compilation, database or directory without our express written permission is strictly prohibited. You may not use the App in any manner that could damage, disable, overburden, or impair the Site or App or interfere with any other user's use and enjoyment of the Site or App. The foregoing provisions are for the benefit of Cloud4J, our subsidiaries, affiliates, and third party business associates and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
THIRD PARTY TECHNOLOGY AND SERVICES
You acknowledge that the Materials and Services comprising the App are run with and dependent on the availability and proper performance of third party services, software, and Internet technology (collectively, "Third Party Technology and Services") which are provided by one or more third party technology providers (e.g., salesforce.com, Amazon or similarly situated providers) ("Third Party Providers"). You are solely responsible for entering into your own agreements with Third Party Providers to license and/or purchase the Third Party Technology and Services and for providing, at your own expense, all network access to the Site and App, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Site and App and related Services. Cloud4J, Inc. offers no guarantees and assumes no responsibility or liability of any kind with respect to the Third Party Technology and Services as governed by separate agreements between you and the Third Party Providers. Under no circumstances are we liable for, and you expressly release us from all liability arising from or relating to (a) performance issues or downtime of the Site, App, or Services to the extent caused by Third Party Technology and Services or Third Party Providers, (b) incompatibility between the Third Party Technology and Services and our Site, App, or Services, or (c) performance of Third Party Technology and Services or actions or any Third Party Providers.
Your use of the Site and/or App may be subject to other limitations, which may include by way of example but not limitation, limits on disk storage space, or on the number of calls you, or the entity you represent, or any End user is permitted to make against Cloud4j, Third Party Technology and Services application programming interfaces, or usage restrictions or limitations on Third Party Technology and Services as set forth in the agreements between you or the entity you represent and such Third Party Providers.
You acknowledge and agree that that the App may operate on or with a hosted application platform operated by a Third Party Provider, and that Cloud4J is not responsible for the operation, availability, or performance of any Third Party Technology and Services, nor the availability (including but not limited to available API governance) or operation of the App or any of its Services to the extent such availability and operation is dependent upon the availability and operation of Third Party Technology and Services.
We will use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your User Data. We will not intentionally (a) modify, access, or use your User Data, except (i) in order to provide the Services or (ii) prevent or address service or technical problems, or to provide support services, all pursuant to the license granted to us, (b) disclose your User Data except as compelled by law or as expressly permitted in writing by you.
We will (a) provide basic email support to you at no additional charge, and, if available, upgraded support if purchased by you, (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) scheduled downtime, or (ii) any unavailability caused by circumstances beyond Cloud4J's reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks, and (c) provide the Services only in accordance with applicable laws and government regulations. Support Services are further described on our Site.
END USER RESPONSIBILITIES
CHANGES TO APP
TERMS AND CONDITIONS OF SALE
TERMINATION AND SUSPENSION RIGHTS
(a) upon thirty (30) days prior written notice if you breach any of your obligations hereunder, the breach may be cured without imminent harm to our business, the Site, the App or other End User, and you fail to cure the breach by the expiration of the above cure period;
(b) immediately with or without notice if you are using the Site or App in any manner that we, in our reasonable discretion, believe is or may be degrading or disrupting to the Site or App;
(c) we have reasonable cause to believe that you are using the Site or App in a manner that is in breach of any agreements between you or the entity you represent and a Third Party Provider;
(d) immediately with or without notice if you breach the terms of the subscription license, our intellectual property rights, or your confidentiality obligations, or you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Termination for any reason does not relieve you of your payment obligations under the Terms and Conditions of Sale. If your App subscription is terminated for convenience or expires, you may continue to use the "Freemium" version of the App and our Site.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE SITE AND THE APP ARE BOTH PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE APP IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE SITE OR APP WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE OR THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR APP, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, SERVICE, OR MATERIALS PROVIDED THROUGH THE SITE OR APP. WE DO NOT ASSUME ANY RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO USE, OF, OR BROWSING IN THE SITE OR THE APP OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE OR THE APP.
IN NO EVENT WILL CLOUD4J OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SITE OR THE APP, OR THE SERVICES, MATERIALS, OR CONTENT INCLUDED THEREIN, BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF USE, OR SIMILAR ECONOMIC LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE OR THE APP. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL USE OF AND CONTENT ON THE SITE AND PROVIDED THROUGH THE APP. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES OR ANY KIND, LOSSES, AND/OR CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE SUBSCRIPTION FEES PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE AND/OR USING THE APP.
"Confidential Information" means the all source code, object code, and other technology comprising or used with the Site, App, Services or Materials, and all other proprietary information that is owned, used or licensed by Cloud4J in connection with the App, Site, Services or Materials that is not publicly available, User Data, our pricing models, and any and all other business, technical, financial, commercial, or other information of yours or ours which is disclosed or otherwise made available by you or us (the "Disclosing Party") to the other (the "Receiving Party") in writing, verbally, electronically, or by observation, which may be marked as "confidential" or "proprietary" or if not marked, information that the Receiving Party knows or should reasonably know is confidential or proprietary. Confidential Information excludes information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) the Receiving Party can show was in its lawful possession before receiving it from the Disclosing Party; or (c) is lawfully disclosed to the Receiving Party by a third party without any restrictions of disclosure.
Protection of Confidential Information
Neither of us will be deemed in breach of our confidentiality obligations if we disclose other's Confidential Information in response to an order by a court or agency of competent jurisdiction, provided the party so compelled must promptly provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other party's cost, if the other party wishes to contest the order.
In the event of any breach of the confidentiality obligations hereunder, each of us acknowledges that the non-breaching party may not have an adequate remedy at law because the harm caused by such breach would not be easily measurable and compensated for in monetary damages. Therefore, in addition to any other remedies as may be available to the non-breaching party, it may obtain injunctive or other equitable relief, including without limitation, specific performance, without the need to post any bond.
Destruction of Confidential Information
You agree to defend, indemnify, and hold harmless Cloud4J, Inc. and its affiliates and their respective directors, officers, employees, and agents from and against any and all claims, actions, demands, damages, costs, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of your use of the App or any information you obtain from the App or its reports.
THIRD PARTY CONTENT AND BUSINESS ASSOCIATES
Third Party Content
Our business associates, if any, are identified on the App and are independent contractors of Cloud4J. These business associates are not joint ventures or partners of Cloud4J. No employee or representative of the business associates is under the control of Cloud4J.
You agree to abide by U.S. and other applicable export control laws and agree not to transfer the Software to a foreign national, or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that You are not a person with whom Cloud4J is prohibited from transacting business under applicable law.
ARBITRATION AND JURISDICTION
All questions concerning this Agreement should be directed to firstname.lastname@example.org or by mail to: Cloud4J, Inc., 21615 W 96th Street, Lenexa, KS 662220.