Terms of Use

THESE TERMS OF USE APPLY TO YOUR USE OF THE CLOUDZERO WEBSITE – HTTPS://CLOUDZERO.COM (“Website”) AND CLOUDZERO’S LICENSED PRODUCTS. YOUR ACCESS OF THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS OF USE (“Terms of Use”) SET FORTH BELOW. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THIS WEBSITE.

CloudZero reserves the right to modify these Terms of Use without notice and any modifications are effective when they are posted here. CloudZero may, at any time, in its discretion terminate your access to this Website. Access to the Website may be monitored by CloudZero. If you are accessing this Website as a representative of an organization, these Terms of Use bind both you individually and the organization and references to “you” or “You” and “your” or “Your” shall be construed to apply to you individually and the organization.

CloudZero makes no representations or promises to develop, provide or market any software, service or product discussed on this Website, and you shall not rely on the information provided or the prospect of availability of any software, service or product currently in development or currently anticipated to be made available in the future.

USE OF CLOUDZERO SERVICES

You represent and warrant that:

• (a) you have all the rights in the software, source or binary code and related information that you may subject to CloudZero’s services (collectively, the “Software”) and necessary for you to use the CloudZero services and to grant the rights herein; and,
• (b) the storage, use or transmission of the Software doesn’t violate any law or this Terms of Use.

You will:

• (a) be solely responsible for the nature, quality and accuracy of the Software;
• (b) ensure that the Software (including the storage or transmission thereof) complies with the any agreement between you and CloudZero, this Terms of Use, and any and all applicable laws and regulations;
• (c) promptly handle and resolve any notices and claims relating to the Software, including any notices sent to you by any person claiming that any Software violates any person’s rights and any other notices; and
• (d) maintain appropriate security, protection and backup copies of the Software. CloudZero will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or backup any Software.

POSTED CONTENT, SUBMISSIONS, MESSAGE BOARDS OR FORUMS

You shall not post or otherwise transmit to or from this Website, by any means, any defamatory, libelous, obscene, unlawful, or pornographic material or any other material or information which could result in any civil or criminal liability. You are personally responsible for the material you post as an author. Harming the reputation of CloudZero will result in termination of the right to use the Website. Any information, material or idea you submit to this Website will be treated as non-confidential and non-proprietary.

INTELLECTUAL PROPERTY RIGHTS

CloudZero respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement on this Website, contact CloudZero at info@cloudzero.com. Nothing in these Terms of Use, unless specifically stated, shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.

Any CloudZero licensed products, software or information made available for download from the Website is the copyrighted property of CloudZero. Any use or reproduction of any such products or software and warranties as to such products or software, if any, are governed by the terms of the license agreement applicable to that software. Any use of any other product or service and warranties as to such product or service purchased by you using, or in connection with, this Website, if any, is governed by the terms of the agreement applicable to that product or service.

COPYRIGHTS

All contents of the CloudZero services and Website including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2015 CloudZero, Inc., and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved. Except as expressly authorized by CloudZero or by third party content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of this Website, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any licensed products or software CloudZero discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.

TRADEMARKS

CloudZero, the CloudZero logo and tag lines are including without limitation, either trademarks or registered trademarks of CloudZero, Inc., and may not be copied, imitated, or used, in whole or in part, without CloudZero’s prior written permission or that of its suppliers or licensors. All other trademarks or registered trademarks are the property of their respective holders.

Not all trademarks used by CloudZero may be listed on this page. Failure of a mark to appear on this page does not mean that CloudZero does not use the mark nor does it constitute a waiver of any and all intellectual property rights that CloudZero has established in its trademarks. You agree not to incorporate any CloudZero trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations without the express written consent of CloudZero.

CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering for the CloudZero services, you understand that we may send you communications or data regarding such services, including but not limited to

• (a) notices about your use of the services, including any notices concerning violations of use,
• (b) updates, and
• (c) promotional information and materials regarding its products and services, via electronic mail. CloudZero gives you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.

LINKS TO OTHER SITES

Permission is granted to link to the CloudZero home page. No authorization is given to link to any other page on the Website. You may not use any of CloudZero’s proprietary logos, marks, or other distinctive graphics or material in your links. You may not link in any manner reasonably likely to

• 1) imply affiliation with or endorsement or sponsorship by CloudZero;
• 2) cause confusion, mistake, or deception;
• 3) dilute CloudZero’s trademarks, service marks or trade names; or
• 4) otherwise violate applicable law.

CloudZero may from time to time link to other Internet sites. You acknowledge and agree that CloudZero is not responsible for the availability of such external sites or resources nor for any content, advertising, products, or other materials on such external sites.

REGISTRATION

CloudZero may restrict access to the Website or content on the Website to registered users. Issuance of a registration password is conditioned on the use of the information in accordance with the terms of their license, product or service agreement with CloudZero. Any passwords provided may not be transferred to any other party. You will immediately notify CloudZero of any unauthorized use of your password. You are responsible for use of your password. You will not attempt to gain unauthorized access to any impermissible area of this Website. Certain restricted product information is available on this Website may be available only to licensed customers of CloudZero that are registered to receive information via passwords issued by CloudZero. This restricted information is considered confidential and proprietary information of CloudZero. Use by CloudZero of your personal information is governed by the CloudZero Privacy Policy.

SUSPENSION AND TERMINATION OF YOUR USE OF THE SERVICES

CloudZero reserves the right, to temporarily suspend or terminate your access to the CloudZero services at any time in its sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. By way of example, we may suspend or terminate your access to or use of the services for:

• (a) the actual or suspected violation of any agreement between you and CloudZero or these Terms of Use;
• (b) the use of the services in a manner that may cause CloudZero to have legal liability or disrupt others’ use of the services;
• (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account;
• (d) scheduled downtime and recurring downtime;
• (e) use of excessive storage capacity or bandwidth; or
• (f) unplanned technical problems and outages.

If, in CloudZero’s determination, the suspension might be indefinite and/or CloudZero has elected to terminate your access to the services, CloudZero will use commercially reasonable efforts to notify you. You acknowledge that if your access to CloudZero’s services is suspended or terminated, you may no longer have access to the Software that is stored with the services.

PROHIBITED ACTIVITIES AND ACCEPTABLE USES

You may not use the CloudZero services in any way that causes, or may cause, damage to the services or impairment of the availability or accessibility of the services. You may not use the CloudZero services (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. Additionally, you promise that you will not and will not encourage or assist any third party to:

• (a) modify, alter, tamper with, repair or otherwise create derivative works of any CloudZero licensed product or the CloudZero services;
• (b) reverse engineer, disassemble or decompile CloudZero licensed products or the software used to provide or access the CloudZero services, or attempt to discover or recreate the source code used to provide or access the CloudZero services;
• (c) use the CloudZero services in any manner or for any purpose other than as expressly permitted by the agreements between you and CloudZero or these Terms of Use, the Privacy Policy, or any other policy, instruction or terms applicable to the CloudZero services;
• (d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the CloudZero services to any third party;
• (e) remove, obscure or alter any proprietary rights notice pertaining to the CloudZero services;
• (f) use the CloudZero services to:
  • (i) store or transmit inappropriate content, such as content that violates the intellectual property rights or rights to the publicity or privacy of others;
  • (ii) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or
  • (iii) otherwise violate the legal rights of a third party;
• (g) interfere with or disrupt servers or networks used by CloudZero to provide the CloudZero services or used by other users’ to access the CloudZero services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any CloudZero licensed product or the CloudZero services;
• (h) access or attempt to access CloudZero’s other accounts, computer systems or networks not covered by these Terms of Use, through password mining or any other means;
• (i) cause, in CloudZero’s sole discretion, inordinate burden on the CloudZero services or CloudZero’s system resources or capacity; or
• (j) share passwords or other access information or devices or otherwise authorize any third party to access or use the CloudZero licensed products or the CloudZero services.

CloudZero reserves the right, in its sole discretion, to deactivate, change and/or require you to change your user ID that you may obtain through the CloudZero services for any reason or for no reason. CloudZero may exercise such right at any time, with or without prior notice. CloudZero will make all judgments concerning the applicability of these Terms of Use in its sole and exclusive discretion. CloudZero reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit its response to a future complaint. CloudZero will not assume or have any liability for any action or inaction with respect to any Software.

NO WARRANTIES

THIS WEBSITE AND ALL INFORMATION CONTAINED IN THE WEBSITE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING THOSE REGARDING THE ACCURACY OR COMPLETENESS OF THE INFORMATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED.

CLOUDZERO MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

LIMITATION OF LIABILITIES

IN NO EVENT WILL CLOUDZERO BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, LOST REVENUE OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF, THIS SITE OR ANY SITE LINKED TO HTTPS://CLOUDZERO.COM. WITHOUT LIMITING THE FOREGOING, CLOUDZERO SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OF THIS WEBSITE OR ANY WEBSITE INFORMATION WHETHER ARISING UNDER CONTRACT, NEGLIGENCE, TORT OR ANY OTHER LAW OR CAUSE OF ACTION.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE MAY NOT APPLY TO YOU.

CLOUDZERO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM OR DAMAGE ARISING FROM: FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, OR THE RELIANCE UPON OR USE OF CONTENT, INFORMATION, OPINIONS OR OTHER MATERIALS APPEARING ON THIS WEBSITE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLOUDZERO IS NOT LIABLE OR RESPONSIBLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES.

The limitation of liability reflects the allocation of risk between you and CloudZero. The limitations specified herein will survive and apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose. The limitations of liability provided in these Terms of Use inure to the benefit of CloudZero, and to all respective officers, directors, employees, representatives, attorneys and agents.

INDEMNIFICATION

You agree to release, defend, indemnify and hold CloudZero harmless from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of this Website or any information on the Website.

CloudZero reserves the right to report any wrongdoing, if and when CloudZero becomes aware of it, to any applicable government agencies. You agree to indemnify, defend and hold CloudZero and its and their officers, directors, employees, affiliates, agents, licensors, and suppliers harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees) resulting from your use of this Website.

EXPORT RESTRICTION

Information, products or services obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall:

• (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws;
• (b) not use the Information, products or services from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and
• (c) not provide information, products or services from this Website to prohibited countries and entities identified in the U.S. export regulations.

PRIVACY POLICY

In order to operate and provide the CloudZero products and services, we collect certain information about you. As part of the CloudZero products and services, we may also automatically upload information about your computer or device, your use of the CloudZero products and services and the CloudZero services performance. CloudZero uses and protects that information as described in the privacy policy located at https://cloudzero.com/privacy/, which is incorporated herein. You further acknowledge and agree that we may access or disclose information about you, including the content of your communications, in order to:

• (a) comply with the law or respond to lawful requests or legal process;
• (b) protect the rights or property of CloudZero or its customers, including the enforcement of its agreements or policies governing your use of the CloudZero products and services; or
• (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of CloudZero employees, customers or the public.

We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from CloudZero as part of its efforts to protect the CloudZero products and services, protect its customers, or stop you from breaching these Terms of Use.

GENERAL TERMS

The Terms of Use constitute the entire agreement between you and CloudZero relating to their subject matter, and cancel and supersede any prior versions. No modification to the Terms of Use will be binding, unless in writing and signed by an authorized CloudZero representative. You may be subject to additional terms and conditions that may apply when you use CloudZero or third-party products or services. CloudZero may discontinue access to this Website at any time.

You agree that any material breach of certain terms will result in irreparable harm to CloudZero for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, CloudZero will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if CloudZero seeks such an injunction.

Massachusetts law and controlling U.S. federal law govern any action related to the use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under these Terms of Use. You and CloudZero agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Suffolk, Massachusetts, U.S.A.

Rights and obligations under the Terms of Use which by their nature should survive will remain in full effect after termination or expiration of the terms.

Any express waiver or failure to exercise promptly any right under the Terms of Use will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms of Use is held invalid by any law or regulation of any government, or by any court or arbitrator, the you and CloudZero agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of these Terms of Use will remain in full force and effect.

CLOUDZERO RESERVES ANY RIGHTS NOT EXPRESSLY GRANTED OR STATED IN THESE TERMS OF USE.