Terms of Use (last updated 3/31/2022)
These Terms of Use and the Privacy Policy incorporated herein govern the use by the individual purchasing the subscription license ("you" or "your") to the reportbuilder.cloud4j.com application (the "App") licensed by Cloud4J, Inc. ("Cloud4J", "we" or "us"). When you purchase your subscription, you must also accept our Terms and Conditions of Sale.
YOU REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE TERMS OF USE ON YOUR OWN BEHALF AND ON BEHALF OF THE COMPANY OR ENTITY FOR WHICH YOU ARE PURCHASING THE SUBSCRIPTION. BY GIVING YOUR CONSENT WHERE INDICATED, ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF USE AND THE PRIVACY POLICY, AND YOU UNDERSTAND THAT WHEN YOU GIVE YOUR CONSENT YOU ARE CREATING A BINDING CONTRACT BETWEEN YOU AND US. IF YOU DO NOT CONSENT TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT PROCEED TO THE WEB APPLICATION REGISTRATION AND SUBSCRIPTION PAGE OR USE THE APP IN ANY WAY.
CLOUD4J RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO UPDATE OR REVISE THESE TERMS OF USE AND/OR THE PRIVACY POLICY. PLEASE CHECK PERIODICALLY FOR REVISIONS AND UPDATES. THE DATE AT THE TOP OF THESE TERMS OF USE AND PRIVACY POLICY REFLECT THE MOST RECENT VERSIONS. YOUR ACCESS AND/OR USE OF THE SITE, APP, MATERIALS AND/OR SERVICES AFTER ANY CHANGES TO THESE TERMS OF USE OR PRIVACY POLICY HAVE BEEN POSTED CONSTITUTES YOUR ACCEPTANCE OF THOSE CHANGES.
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
All right, title and interest and all intellectual property rights in and to the Cloud4J site (the "Site"), the Cloud4J name, the Cloud4J logo, and all other trademarks and service marks of
Cloud4J, the name, design, logo, and marks related to Report Builder and any and all other product names associated with the Site, and the App (collectively, the "Cloud4J Marks"),
vest solely and exclusively in Cloud4J and, if applicable, our licensors, and are protected by United States Copyright Law and International Treaty provisions. You may not use the Cloud4J Marks
with any product or service that is not provided by Cloud4J, or in any manner that is likely to cause confusion among customers, or that might disparage or discredit Cloud4J. Any unauthorized
use of the Site, App, Materials or Services may violate such laws and these Terms of Use. For purposes of Cloud4J's ownership rights as set forth in this section the term "App", includes,
without limitation, the source code and underlying technology, all information, documents, communications, files, text, graphics, displays, content, and products available through the Site
(collectively, the "Materials") and all services operated by us and third parties through the Site (collectively, the "Services"). The "Site" as defined, includes the look, feel, and functionality,
selection, arrangement, and display of content thereon and the Site's underlying source code. For purposes of the license granted to you, the App, Materials, Site and Services mean the object
code versions only.
FEEDBACK
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
Your "User Data" means the electronic data, content, and information specific to you as more particularly described in our Privacy Policy that you upload to and use with the App. You retain
all right, title and interest in and to your Use Data. You grant to us all necessary licenses and rights in and to your User Data as necessary for us to provide the Services and Materials to you,
to protect your User Data and/or prevent unauthorized third party access to your User Data, and/or provide support services to you. You represent and warrant that you have all necessary rights
to use your User Data with the App and that your User Data does not violate any other person's privacy rights or infringe on any person's intellectual property rights. You are solely responsible
for obtaining all necessary consents allowing you to use your User Data and to grant the foregoing license to us, and you must obtain all User Data that you require to use the App as described.
We will not knowingly use or access any data except as necessary to provide the App to you unless otherwise authorized by you.
SUBSCRIPTION LICENSE
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.
USAGE LIMITATIONS
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.
REMOTE HOSTING
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.
OUR RESPONSIBILITIES
Security
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.
Support
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
You will be responsible for, and if you are purchasing the subscription on behalf of an entity, you are binding that entity and you and the entity are jointly and severally responsible
for (a) use of the Site and App by you and all of your entity's end users (including employees, agents, and customer end users, collectively, "End Users") and your and their compliance with
these Terms of Use, (b) the accuracy, quality and legality of all User Data and of the means by which the User Data is acquired (including consents), (c) using commercially reasonable
efforts to prevent unauthorized access to or use of the Site and App, and notifying Cloud4J promptly upon discovery of any such unauthorized access or use, and (d) using the Site and App
only in accordance with applicable laws and government regulations and in compliance with the terms of any agreements with Third Party Providers to which you, your entity, and/or any
End Users are parties. You shall not and will ensure that the entity you represent shall not (a) make the Site and App available to anyone other than its End Users, (b) sell, resell, rent
or lease the Site or App, (c) use the Site or App to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of
third-party privacy, copyright or other ownership rights, (d) use the Site or App to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the
Site or App or any User Data or third-party data contained therein, or (f) attempt to gain unauthorized access to the Site or App or Cloud4J's systems or networks.
CHANGES TO APP
We reserve the right at any time in our sole discretion to change or discontinue any aspect or feature of the App or the Site, including, without limitation, the content, hours of
availability, App features and functions, and equipment needed for access or use the App. which are made available for your use subject to these Terms of Use.
TERMS AND CONDITIONS OF SALE
After you have accepted these Terms of Use and our Privacy Policy, you will be directed to your registration page where our subscription plans, Subscription Terms, and Fees are displayed
for your selection. Once you have chosen your subscription plan and Subscription Term, you will be asked to review and accept our Terms and Conditions of Sale, which set forth other
important terms and conditions governing your subscription to the App, including, by way of example, payment terms, renewal options, plan changes, Fees and our respective rights to terminate
your subscription for cause and/or convenience. You must affirmatively accept the Terms and Conditions of Sale to purchase your subscription.
TERMINATION AND SUSPENSION RIGHTS
These Terms of Use will remain in full force and effect for so long as you access and use any offering on the Site or the "Freemium" version of the App (which does not require a paid subscription).
However, we reserve the right to suspend or permanently terminate (at our option) your subscription to the App, your use of the Freemium version of the App, and/or your access to and use of the
Site upon the occurrence of any of the following:
(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.
CONFIDENTIALITY
"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
The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under these Terms of Use, and
will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes
of these Terms of Use and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty under these Terms of Use. The Receiving Party will protect the Disclosing
Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar
nature and with no less than reasonable care.
Compelled Disclosure
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.
Remedies
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
Except as set forth below, upon termination or expiration of your subscription or these Terms of Use, the Receiving Party will destroy all records in its possession containing the Disclosing
Party's Confidential Information, provided, that Cloud4J may retain one archival copy of your User Data to comply with applicable laws, regulations, and legal obligations.
INDEMNIFICATION
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
Any information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of Cloud4J, Inc.
The Site and the App may contain links to websites operated by other parties. Cloud4J, Inc. provides these links to other websites as a convenience, and use of these sites is at your own risk.
The linked sites are not under our control and we are not responsible for the content available on the other sites. Such links do not imply our endorsement of information or material on any other
site and we disclaim all liability with regard to your access to and use of such linked websites. Any concerns regarding any such third party service or resource, or any link thereto, should
be directed to the particular service or resource. We recommend that you review the terms of use and privacy policies located on third party sites.
Business Associates
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.
EXPORT CONTROL
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.
ENTIRE AGREEMENT
These Terms of Use, our Privacy Policy, the Terms and Conditions of Sale and the other rules, guidelines, licenses and disclaimers posted on the App constitute the entire agreement between
Cloud4J and you with respect to your use of the Site and the App and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and
us regarding the subject matter contained herein, including any previously executed electronic version of a Cloud4J subscription agreement.
APPLICABLE LAW
These Terms of Use are governed by and interpreted on accordance with the laws of the State of Kansas, excluding its conflict of laws provisions.
ARBITRATION AND JURISDICTION
Any controversy or claim arising out of or relating to these Terms of Use, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association in the City of Lenexa, State of Kansas and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction, except that, to the extent you
have in any manner violated or threatened to violate one or more its intellectual property rights, Cloud4J, Inc. may seek injunctive or other appropriate relief in any state or federal court
in the State of Kansas, and you consent to exclusive jurisdiction and venue in such courts. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined
to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
GENERAL
If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent
permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Cloud4J, Inc.
to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision. No text or information set forth on any other purchase order,
preprinted form or document (other than an associated Cloud4J's Order Form, if applicable) shall modify the terms and conditions of this Agreement. We are independent contractors and neither your
use of the Site, subscription to the App, nor Terms of Use create any joint venture, partnership, employment, or agency relationship between us.
CONTACT
All questions concerning this Agreement should be directed to development@cloud4j.com or by mail to: Cloud4J, Inc., 21615 W 96th Street, Lenexa, KS 662220.
