These Terms of Service (“Terms”) govern your access to and use of the Service made available on the cloudability.com website or any software or mobile application (collectively, the “Cloudability Site”) provided by Cloudability. Your access to and use of the Service is conditioned on your compliance with these Terms. By accessing and/or using the Service you agree to be bound by these Terms, which constitute a binding legal agreement between you and Cloudability.
Beta Version of the Service. The Service is currently available only as a beta version and may contain errors. Cloudability is willing to allow you to participate in the evaluation, use and testing of the beta version of the Service on the condition that you abide by these Terms. You may be asked to provide comments, suggestions, and feedback regarding your use of the Service and you acknowledge and agree that any such Feedback (as defined herein) you provide regarding the Service is given entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Cloudability.
1. Services. Cloudability provides a cloud management service that allows you to consolidate and manage all of your cloud services in one place (the “Service”). The Service may change from time to time and/or we may need to stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally and in either case, we may not be able to provide you with prior notice. We reserve the right to create limits on access and use of the Service at our sole discretion at any time.
2. Registration Information. In order to access and use the Service, you will need to register and create an account with Cloudability. By creating your account, you represent that you have the capacity to be bound by these Terms, you are of legal age to form a binding contract and are not a person barred from receiving Service under the laws of the United States or other applicable jurisdiction. If you are acting on behalf of a company or entity, you also represent that you have the authority to accept these Terms on its behalf and to bind such entity to these Terms.
When creating an account, you will be required to provide certain personal information about yourself (and for any authorized users) and establish a Login ID and password (for you and your authorized users) (“Registration Information”). You agree to provide accurate, current and complete Registration Information and it is your responsibility to keep your Registration Information up to date and accurate. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your Login ID email address allows you to access the Service. You should notify us as soon as possible if your password is lost, stolen, or disclosed to an unauthorized third party, or if your account may have otherwise been compromised. You are responsible for activities or actions that occur under your account (including by any of your authorized users), whether or not you have authorized such activities or actions.
All required notices will be sent electronically, to the e-mail address provided in your Registration Information. These communications are considered part of the Service and your account, which you may not be able to opt-out from receiving. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML or plain-text or through a link to the appropriate page on our Service.
4. Use of the Service. Unless you are accessing the Service on behalf of your employer, your right to access and use the Service is personal to you and is not transferable by you to any other person or entity or to be used for the benefit of another person or entity. You are only entitled to access and use the Service for lawful purposes. The Service allows you to link to and view all of your cloud services accounts in one place. You may only link your own accounts (or accounts for which you have authorized access) and you must provide true, accurate, current and complete information about those accounts.
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content through the Service about your cloud services accounts (“Account Information”), you are expressly authorizing Cloudability to access and use the Account Information, on your behalf as your agent, to provide you with the Service. Cloudability will submit information including usernames and passwords that you provide to log you into the applicable cloud service website. You hereby authorize and permit Cloudability to use and store the Account Information submitted by you to the Service to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. For purposes of these Terms and solely to provide the Account Information to you as part of the Service, you grant Cloudability a limited power of attorney, and appoint Cloudability as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN THE SERVICE IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, CLOUDABILITY IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY.
5. Premium Services. Cloudability also offers certain additional, premium services for a fee (“Premium Services”). To enable and use the Premium Services, you are required to subscribe to and pay the fees associated with the Premium Services that you have selected in accordance with the terms on the Cloudability Site. Cloudability will bill you for the use of the Premium Services through your account. The pricing and payment options for the Premium Services are described on the Cloudability Site and are subject to change. Cloudability may modify the fees for the Premium Services at any time; however, we will provide you at least thirty (30) days notice prior to any changes to the fees taking effect. Unless otherwise stated, all fees are quoted in U.S. Dollars.
You agree to pay Cloudability the applicable fees for the use of the Premium Services and you authorize Cloudability to charge your chosen payment provider for the Premium Services. By purchasing the Premium Services, you agree that Cloudability may automatically charge you the applicable fee for the Premium Services to your account at the beginning of each subscription period until you terminate such Premium Services.
You agree to provide current, complete, and accurate billing and payment information regarding your account and the Premium Services, and to promptly update such billing and payment information with us in the event of any changes. If Cloudability does not receive payment from your payment provider, you agree to pay all amounts due on your account upon demand and Cloudability may temporarily suspend or terminate your access to the Premium Services for nonpayment. Your non-termination or continued use of the Premium Services reaffirms that Cloudability is authorized to charge your payment provider.
6. Access and Interference. You may not do any of the following while accessing or using the Service (without Cloudability’s express written consent):
(a) Access, tamper with, or use non-public areas of the Service, Cloudability’s computer systems, or the technical delivery systems of Cloudability’s providers;
(b)Access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by Cloudability (and only pursuant to those terms and conditions);
(c) Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service or any portion of the Service;
(d) Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Service or the Cloudability Site;
(e) Attempt to decipher, decompile, disassemble, or reverse-engineer or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of the Service or the Cloudability Site;
(f) Attempt to probe, scan or test the vulnerability of the Cloudability Site or system or network or breach or impair or circumvent any security or authentication measures protecting the Service;
(g) Frame or mirror the Service;
(h) Use the Service to develop, create or design a competitive or similar service;
(i) Use the Service in any way that competes with Cloudability; or
(j) encourage or instruct any other individual to do any of the foregoing.
We reserve the right to access, read, preserve, and disclose any information provided through the Service we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Cloudability, its users and the public.
7. Intellectual Property Rights. The Service and the Cloudability Site are protected by copyright, trademark, and other laws of the United States and foreign countries. Cloudability and its licensors exclusively own all right, title and interest in and to the Service and the Cloudability Site, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or the Cloudability Site. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service or the Cloudability Site, except as expressly permitted in these Terms. Any feedback, comments and suggestions you may provide about improvements to the Service or the Cloudability Site (“Feedback”) will be the sole and exclusive property of Cloudability and you hereby irrevocably assign to Cloudability all of your right, title, and interest in and to all Feedback.
8. Links to Third-Party Web Sites. The Service may contain links to third party sites or resources. Cloudability provides these links as a convenience and does not endorse the companies or contents of any such sites. Cloudability is not responsible for the content of such sites or resources. If you decide to access any of the third-party web sites linked to the Service, you do this entirely at your own risk.
The Service may include advertisements, which may be targeted to the content or information on the Service, queries made through the Service, or other information. The types and extent of advertising on the Service is subject to change.
9. Termination. You may terminate your use of any Premium Services or your account at any time and for any reason by deleting your account or by sending us notice. Upon any termination by you, the Premium Services and/or your account (whichever is applicable) will no longer be accessible. Any cancellation request will be handled within 30 days of receipt of such request. If you choose to terminate your use of the Premium Services, you may use the Premium Services until the end of the then-current subscription period; however, you will not be eligible for a prorated refund of any portion of the fees paid for the then-current subscription period.
Cloudability may at any time, suspend, disable or terminate your access to or use of the Service (a) if you violate or breach any provision of these Terms (or have acted in a manner which shows that you do not intend to, or are unable to comply with the provisions of these Terms), (b) if Cloudability in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or (c) immediately upon notice, to the e-mail address provided by you as part of your Registration Information.
Cloudability will not be liable to you or to any third party for the suspension or termination of your access or use of the Service (including the forfeiture of any pre-paid amounts for Premium Services). Upon any termination or suspension, you will no longer be able to access your account or the Service and Cloudability will have no obligation to maintain any Account Information or any related information that was stored in our database related to your account or to forward any information to you (or to any third party). Any suspension or termination will not affect your obligations to Cloudability under these Terms (including, without limitation, ownership, confidentiality, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination.
10. Indemnification. You agree to defend, indemnify and hold harmless Cloudability and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to (a) your access to or use of the Service (other than as permitted by these Terms) including any breach of these Terms by you; or (b) the accessing of your Account Information on your behalf by Cloudability in order to provide the Service to you.
11. Disclaimer. Your access to and use of the Service is at your sole risk. Cloudability is not responsible for the actions of your authorized users or for any loss of data that results through your (or your authorized users) use of the Services.
The Service is provided to you on an “AS-IS” and on an “AS AVAILABLE” basis. Without limiting the foregoing, CLOUDABILITY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERIVCE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Cloudability makes no representations, warranties or guarantees, express or implied, regarding the accuracy, availability, reliability or completeness of the Service or the Cloudability Site.
Cloudability makes no representation, warranty or guarantee that the content that may be available through the Service is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitously intercept or expropriate any system, data or personal information.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Cloudability, in its sole discretion, may elect to take.
12. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUDABILITY WILL NOT BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE CLOUDABILITY SITE, YOUR USE OF THE SERVICE OR THESE TERMS, EVEN IF CLOUDABILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, CLOUDABILITY’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE SUM OF ALL PAYMENTS YOU HAVE MADE TO CLOUDABILITY FOR THE SERVICE IN THE LAST TWELVE (12) MONTHS OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.
13. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
14. Governing Law. These Terms, and your relationship with Cloudability, shall be governed by the laws of the State of California without regard to its conflict or choice of law provisions. Any dispute with Cloudability, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms shall be resolved exclusively through the state and federal courts within the county of Santa Clara, California. You understand that, in return for agreement to this provision, Cloudability is able to offer the Service at the terms designated, without charge to you or at limited cost, and that your assent to this provision is an indispensable consideration to these Terms.
15. General. These Terms represents the entire understanding and agreement between you and Cloudability regarding the Service. Cloudability may modify these Terms from time to time. Any changes to these Terms will be posted on the Cloudability Site and/or through the Service, and we will try to provide at least 30 days notice prior to any new terms taking effect. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. If a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and Cloudability’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If you have any questions about these Terms, you can contact us at email@example.com.
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Date last revised: August 5, 2011.