Date of last revision: June 17, 2009
PLEASE READ THESE TERMS OF
USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED
BY CLOUDZERO, INC. ("COMPANY"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING
TERMS AND CONDITIONS FOR YOUR USE OF THE VARIOUS WEBSITES OWNED AND OPERATED BY
COMPANY , INCLUDING, WITHOUT LIMITATION, THE WWW.CLOUDZERO.COM
WEBSITE AND DOMAIN NAME ("SITES"), AND ANY OTHER FEATURES, CONTENT, OR
APPLICATIONS OFFERED FROM TIME TO TIME BY THE COMPANY IN CONNECTION THEREWITH
(COLLECTIVELY "SERVICE"). BY USING THE SITES OR SERVICE IN ANY MANNER, INCLUDING
BUT NOT LIMITED TO VISITING OR BROWSING THE SITES, YOU AGREE TO BE BOUND BY THIS
AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE,
INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER
MATERIALS OR SERVICES ON THE SITES.
Acceptance of Terms.
The Service is offered subject to acceptance without
modification of all of the terms and conditions contained herein (the "Terms of
Use") and all other operating rules, policies and procedures that may be
published from time to time on the Sites by Company. In addition, some services
offered through the Service may be subject to additional terms and conditions
promulgated by Company from time to time; your use of such services is subject
to those additional terms and conditions, which are incorporated into these
Terms of Use by this reference.
The Service is available only
to individuals who are at least 18 years old. You represent and warranty that if
you are an individual, you are at least 18 years old; that all registration
information you submit is accurate and truthful; and that your use of the
Service does not violate any applicable law or regulation. Company may, in its
sole discretion, refuse to offer the Service to any person or entity and change
its eligibility criteria at any time. This provision is void where prohibited by
law and the right to access the Service is revoked in such jurisdictions.
Modification of Terms of Use.
We reserve the right, at our sole discretion, to change, modify,
add, or delete portions of these Terms of Use at any time. If we do this, we
will post the changes to these Terms of Use on this page and will indicate at
the top of this page the date these terms were last revised. Your continued use
of the Service or the Site after any such changes constitutes your acceptance of
the new Terms of Use. If you do not agree to abide by these or any future Terms
of Use, do not use or access (or continue to use or access) the Service or the
Site. It is your responsibility to regularly check the Site to determine if
there have been changes to these Terms of Use and to review such changes.
Privacy.
Company's current Sites privacy statement is located at http://CloudZero.com/legal/privacy.php
(the "Privacy Policy") and is incorporated into these Terms of Use. For
inquiries in regard to the Privacy Policy, or to report a privacy related
problem, please contact contact@CloudZero.com.
Rules and Conduct.
As a condition of use, you promise not to use the Service
for any purpose that is prohibited by the Terms of Use. The Service (including,
without limitation, any Content, or User Submissions as defined below)) is
provided only for your own personal, non-commercial use. You are responsible for
all of your activity in connection with the Service. For purposes of the Terms
of Use, the term "Content" includes, without limitation, any advertisements,
advice, suggestions, videos, audio clips, written forum comments, information,
data, text, photographs, software, scripts, graphics, and interactive features
generated, provided, or otherwise made accessible by Company or its partners on
or through the Service. By way of example, and not as a limitation, you shall
not (and shall not permit any third party to) either (a) take any action or (b)
upload, download, post, submit or otherwise distribute or facilitate
distribution of any content on or through the Service, that:
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Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
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Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
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Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
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Involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
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Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
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Impersonates any person or entity, including any employee or representative of Company.
You shall not (directly or indirectly): (i) decipher, decompile,
disassemble, reverse engineer or otherwise attempt to derive any source code or
underlying ideas or algorithms of any part of the Service, except to the limited
extent applicable laws specifically prohibit such restriction, (ii) modify,
translate, or otherwise create derivative works of any part of the Service, or
(iii) copy, rent, lease, distribute, or otherwise transfer any or all of the
rights that you receive hereunder. You shall abide by all applicable local,
state, national and international laws and regulations.
Company reserves
the right to remove any Content from the Sites or Service at any time, for any
reason (including, but not limited to, upon receipt of claims or allegations
from third parties or authorities relating to such Content or if Company is
concerned that you may have violated the Terms of Use), or for no reason at
all.
Registration.
As a condition to using
certain aspects of the Service, you will be required to register with Company
and select a password and screen name ("Company User ID"). You shall provide
Company with accurate, complete, and updated registration information. Failure
to do so shall constitute a breach of the Terms of Use, which may result in
immediate termination of your Company account. You shall not (i) select or use
as a Company User ID a name of another person with the intent to impersonate
that person; (ii) use as a Company User ID a name subject to any rights of a
person other than you without appropriate authorization; or (iii) use as a
Company User ID a name that is otherwise offensive, vulgar or obscene. Company
reserves the right to refuse registration of, or cancel a Company User ID in its
sole discretion. You are solely responsible for activity that occurs on your
account and shall be responsible for maintaining the confidentiality of your
Company password. You shall never use another user's account without such other
user's express permission. You will immediately notify Company in writing of any
unauthorized use of your account, or other account related security breach of
which you are aware.
Fees and Payment.
Company reserves the right
to require payment of fees for certain features of the Service. Should you elect
to subscribe to such features, you shall pay all applicable fees, as described
on the Sites in connection with such features. Company reserves the right to
change its price list and to institute new charges at any time, upon ten (10)
days prior notice to you, which may be sent by email or posted on the Sites. Use
of the Service by you following such notification constitutes your acceptance of
any new or increased charges.
Third Party Sites.
The Service may permit you
to link to other websites or resources on the Internet, and other websites or
resources may contain links to the Sites. When you access third party websites,
you do so at your own risk. These other websites are not under Company's
control, and you acknowledge that Company is not responsible or liable for the
content, functions, accuracy, legality, appropriateness or any other aspect of
such websites or resources. The inclusion of any such link does not imply
endorsement by Company or any association with its operators. You further
acknowledge and agree that Company shall not be responsible or liable, directly
or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any such Content, goods or services
available on or through any such website or resource.
Company and Site Content.
You agree
that the Service contains Content specifically provided by Company or its
partners and that such Content is protected by copyrights, trademarks, service
marks, patents, trade secrets or other proprietary rights and laws. You shall
abide by all copyright notices, information, and restrictions contained in any
Content accessed through the Service. You shall not sell, license, rent, modify,
distribute, copy, reproduce, transmit, publicly display, publicly perform,
publish, adapt, edit, create derivative works from, or otherwise exploit any
Content or third party submissions or other proprietary rights not owned by you,
(i) without the consent of the respective owners or other valid right, and (ii)
in any way that violates any third party right.
You may, to the extent the
Sites expressly authorize you to do so, download or copy the Content, and other
items displayed on the Sites for download, for personal use only, provided that
you maintain all copyright and other notices contained in such Content. You
shall not store any significant portion of any Content in any form. Copying or
storing of any Content for other than personal, noncommercial use is expressly
prohibited without prior written permission from Company, or from the copyright
holder identified in such Content's copyright notice.
User Submissions and Content
from Third Party Sites.
The Service may also
provide you with the ability to upload, submit, disclose, distribute or
otherwise post (hereafter, "posting") content, videos, audio clips, written
forum comments, data, text, photographs, software, scripts, graphics, works of
authorship or other information to the Services (collectively with the User
Content, the "User Submissions"). By posting User Submissions on or at any of
the Sites or otherwise through the Service:
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You hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, publish, perform, and otherwise fully exploit ("Use") the User Submissions in connection with the Sites, the Service and Company's (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Sites and/or the Service a non-exclusive license to access your User Submissions through the Sites and the Service, and to Use such User Submissions as permitted through the functionality of the Sites and the Service and under these Terms of Use. For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
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You represent and warrant (a) that you own or otherwise control all rights to Use such User Submissions and that disclosure and Use of such User Submissions by Company (including without limitation, publishing content on or at the Sites) will not infringe or violate the rights of any third party, including without limitation any privacy, publicity, contract or other rights of any person or entity; and (b) that you are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Service;
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You agree to pay all royalties and other amounts owed to any person or entity due to your Use of any User Submissions on the Service; and
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You understand that Company shall have the right to reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Sites is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
Company does not endorse and has no control over any User Submission.
Company cannot guarantee the authenticity of any data which users may provide
about themselves. You acknowledge that all Content accessed by you using the
Service is at your own risk and you will be solely responsible for any damage or
loss to any party resulting therefrom.
Company has the right, but not
the obligation, to monitor the Site, Service, Content, or User Submissions.
Company may remove any User Submission at any time for any reason (including,
but not limited to, upon receipt of claims or allegations from third parties or
authorities relating to such User Submission), or for no reason at all.
Under no circumstances will
Company be liable in any way for any Content, including, but not limited to, any
errors or omissions in any Content, or any loss or damage of any kind incurred
in connection with use of or exposure to any Content posted, emailed, accessed,
transmitted or otherwise made available via the Service.
Termination.
Company may terminate your
access to all or any part of the Service at any time, with or without cause,
with or without notice, effective immediately, which may result in the
forfeiture and destruction of all information associated with your membership.
If you wish to terminate your account, you may do so by following the
instructions on the Sites. Any fees paid hereunder are non-refundable. All
provisions of the Terms of Use which by their nature should survive termination
shall survive termination, including, without limitation, ownership provisions,
warranty disclaimers, indemnity and limitations of liability.
Warranty Disclaimer.
Company has no special
relationship with or fiduciary duty to you. You acknowledge that Company has no
control over, and no duty to take any action regarding: which users gains access
to the Website; what Content you access via the Website; what effects the
Content may have on you; how you may interpret or use the Content; or what
actions you may take as a result of having been exposed to the Content. You
release Company from all liability for you having acquired or not acquired
Content through the Sites. The Sites may contain, or direct you to websites
containing, information that some people may find offensive or inappropriate.
Company makes no representations concerning any content contained in or accessed
through the Sites, and Company will not be responsible or liable for the
accuracy, copyright compliance, legality or decency of material contained in or
accessed through the Sites.
THE SERVICE (INCLUDING, WITHOUT
LIMITATION, ANY CONTENT) IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR
USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS
DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT
WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME
OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR
SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.
YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
WE CANNOT GUARANTEE AND DO NOT
PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE. WE DO NOT
REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE OR THE
SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE
OR SERVICE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS.
YOU UNDERSTAND
AND AGREE THAT YOU USE THE SITE AND SERVICE AT YOUR OWN DISCRETION AND RISK AND
THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEMS OR
LOSS OF DATA THAT RESULTS FROM USAGE OF THE SITE AND SERVICE.
SOME STATES
DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications
Privacy Act Notice (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF
CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON
THE SITES OR ANY WEBSITE LINKED TO THE SITES. Company will not be liable for the
privacy of email addresses, registration and identification information, disk
space, communications, confidential or trade-secret information, or any other
Content stored on Company's equipment, transmitted over networks accessed by the
Sites, or otherwise connected with your use of the Service.
Indemnification.
You
shall defend, indemnify, and hold harmless Company, its affiliates and each of
its, and its affiliates employees, contractors, directors, suppliers and
representatives from all liabilities, claims, and expenses, including reasonable
attorneys' fees, that arise from or relate to (i) your use or misuse of, or
access to, the Sites, Service, Content or otherwise from your User Submissions,
(ii) your violation of the Terms of Use, or (iii) infringement by you, or any
third party using the your account, of any intellectual property or other right
of any person or entity. Company reserves the right to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you,
in which event you will assist and cooperate with Company in asserting any
available defenses.
Limitation of Liability.
IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES,
AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT,
TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH
RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY
LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS,
VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION),
(III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS
OF (IN THE AGGREGATE) THE GREATER OF ONE-HUNDRED U.S. DOLLARS ($100.00) OR THE
TOTAL AMOUNTS PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE
EVENT THAT GAVE RISE TO THE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU.
International Use.
Company makes no representation that the Content is appropriate
or available for use in locations outside of the United States, and accessing the
Service is prohibited from territories where such Content is illegal. If you
access the Service from other locations, you do so at your own initiative and
are responsible for compliance with local laws.
Dispute Resolution.
A printed version of the Terms of Use and of any notice
given in electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to the Terms of Use to the same extent and
subject to the same conditions as other business documents and records
originally generated and maintained in printed form. You and Company agree that
any cause of action arising out of or related to the Service must commence
within one (1) year after the cause of action arose; otherwise, such cause of
action is permanently barred.
Governing Law
The Terms of Use shall be
governed by and construed in accordance with the laws of the State of
Delaware, excluding its conflicts of law rules, and the United States of
America.
Integration and Severability.
The Terms of Use are the entire agreement between you
and Company with respect to the Service and use of the Sites, and supersede all
prior or contemporaneous communications and proposals (whether oral, written or
electronic) between you and Company with respect to the Sites. If any provision
of the Terms of Use is found to be unenforceable or invalid, that provision will
be limited or eliminated to the minimum extent necessary so that the Terms of
Use will otherwise remain in full force and effect and enforceable. The failure
of either party to exercise in any respect any right provided for herein shall
not be deemed a waiver of any further rights hereunder.
Miscellaneous.
Company
shall not be liable for any failure to perform its obligations hereunder where
such failure results from any cause beyond Company's reasonable control,
including, without limitation, mechanical, electronic or communications failure
or degradation (including "line-noise" interference). The Terms of Use are
personal to you, and are not assignable, transferable or sublicensable by you
except with Company's prior written consent. Company may assign, transfer or
delegate any of its rights and obligations hereunder without consent. No agency,
partnership, joint venture, or employment relationship is created as a result of
the Terms of Use and neither party has any authority of any kind to bind the
other in any respect. In any action or proceeding to enforce rights under the
Terms of Use, the prevailing party will be entitled to recover costs and
attorneys' fees. All notices under the Terms of Use will be in writing and will
be deemed to have been duly given when received, if personally delivered or sent
by certified or registered mail, return receipt requested; when receipt is
electronically confirmed, if transmitted by facsimile or e-mail; or the day
after it is sent, if sent for next day delivery by recognized overnight delivery
service.
Copyright and Trademark Notices.
Unless otherwise indicated, the Terms of Use and all Content provided by Company are copyright (c) 2009 CloudZero, Inc. All rights reserved.
The names of actual companies and products mentioned at the Sites may be the
trademarks of their respective owners.
Digital Millennium Copyright Act Notice
Company has adopted the following general policy toward copyright infringement in accordance
with the Digital Millennium Copyright Act
(http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Company's
Designated Agent to Receive Notification of Claimed Infringement ("Designated
Agent") is listed at the end of this policy.
It is Company's policy to (1)
block access to or remove Content that it believes in good faith to be
copyrighted material that has been illegally copied and distributed by any of
our advertisers, affiliates, content providers, members or users; and (2) remove
and discontinue service to repeat offenders.
A. Procedure for Reporting
Copyright Infringements:
If you believe that Content
residing on or accessible through the Company web site or service infringes a
copyright, please send a notice of copyright infringement containing the
following information to the Designated Agent listed below:
1. A physical or electronic
signature of a person authorized to act on behalf of the owner of the copyright
that has been allegedly infringed;
2. Identification of works or
materials being infringed;
3.
Identification of the Content that is claimed to be infringing including
information regarding the location of the Content that the copyright owner seeks
to have removed, with sufficient detail so that Company is capable of finding
and verifying its existence;
4. Contact information about the
notifier including address, telephone number and, if available, e-mail
address;
5. A statement that
the notifier has a good faith belief that the Content is not authorized by the
copyright owner, its agent, or the law; and
6. A statement made under penalty
of perjury that the information provided is accurate and the notifying party is
authorized to make the complaint on behalf of the copyright owner.
B. Once Proper Bona Fide
Infringement Notification is Received by the Designated Agent:
It is Company's policy:
1. to remove or disable access
to the infringing Content;
2. to notify the Content provider, member or user that it has removed or disabled
access to the Content; and
3. that repeat offenders will have the infringing Content removed from the system
and that Company will terminate such content provider's, member's or user's
access to the service.
C. Procedure to Supply a Counter-Notice to the Designated Agent:
If the Content provider, member
or user believes that the Content that was removed or to which access was
disabled is either not infringing, or the Content provider, member or user
believes that it has the right to post and use such Content from the copyright
owner, the copyright owner's agent, or pursuant to the law, the content
provider, member or user must send a counter-notice containing the following
information to the Designated Agent listed below:
1. A physical or electronic
signature of the Content provider, member or user;
2. Identification of the Content
that has been removed or to which access has been disabled and the location at
which the Content appeared before it was removed or disabled;
3. A statement that the Content
provider, member or user has a good faith belief that the Content was removed or
disabled as a result of mistake or a misidentification of the Content; and
4. Content provider's, member's or
user's name, address, telephone number, and, if available, e-mail address and a
statement that such person or entity consents to the jurisdiction of the Federal
Court for the judicial district in which the content provider's, member's or
user's address is located, or if the Content provider's, member's or user's
address is located outside the United States, for any judicial district in which
Company is located, and that such person or entity will accept service of
process from the person who provided notification of the alleged
infringement.
If a counter-notice is received by the Designated Agent, Company's may send a copy of
the counter-notice to the original complaining party informing that person that
it may replace the removed Content or cease disabling it in 10 business days.
Unless the copyright owner files an action seeking a court order against the
Content provider, member or user, the removed Content may be replaced, or access
to it restored, in 10 to 14 business days or more after receipt of the
counter-notice, at Company's discretion.
Designated Agent
CloudZero Inc. DMCA Notice
c/o United States Corporation Agents, Inc
1521 Concord Pike #301
Wilmington, DE 19803
(302)622-3910
This policy was last modified on June 17th 2009
CloudZero Corporate Address
If there are any questions regarding these terms you may contact us using the information below.
Terms of Service Questions
CloudZero Inc.
3522 Ashford Dunwoody Rd, Suite 203
Atlanta, GA 30319
USA
contact@cloudzero.com
