1. ACCEPTANCE OF TERMS
2. REVISIONS TO THESE TERMS
CloudTen may revise these Terms in its sole discretion. Each time changes are made to these Terms, revised Terms will be posted on the CloudTen home page. If you continue to use the Site following the posting of the revised Terms, it will constitute your acceptance of any such changes and of the revised Terms. The most current version of these Terms will always be made available by CloudTen on the Site. Please check the Site from time to time to view the most current Terms.
3. INTELLECTUAL PROPERTY RIGHTS
The Site and all text, graphics, logos, button icons, images, audio, video, databases, design, codes, and software (“Content”) are intended for your personal use. CloudTen is the owner of the compilation of Content that is posted on the Site. However, CloudTen may not necessarily own each component of the compilation. The Content that CloudTen makes available on the Site may be owned by CloudTen, owned by others and used with their permission, or used in accordance with applicable law. Some Content may be in the public domain and some Content may be protected by third-party rights, such as copyright, trademark, rights of publicity, privacy, and contractual restrictions. All software used in connection with the Site is the property of CloudTen or its licensors and protected by United States and international copyright laws. Subject to these Terms, CloudTen hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable license to Use the Site for your personal use only. This license does not allow you to do any of the following: (i) resell or make any commercial use of the Site or its Content; (ii) collect and use of any product listings, descriptions, or prices; (iii) make any derivative use of the Site or its Content; (iv) download, imitate, mirror, reproduce, distribute, publish, display, perform, post, transmit or copy any of the Content of the Site including account information by any means including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise; or (v) use any data mining, robots, or similar data gathering and extraction tools on the Site and its Content or to collect any information from the Site or any user of the Site. Downloading or copying the Site (including the Content) in whole or in part for other than personal use is expressly prohibited without the prior written permission of CloudTen or any other copyright owner. You acknowledge that you do not acquire any ownership rights by accessing, downloading, or copying any part of the Site (which includes the Content), nor may you frame or utilize framing techniques to enclose any trademark, logo, or copyrighted material from the Site or use any meta tags or any other hidden text utilizing CloudTen’s names or trademarks, without the express written consent of CloudTen. All rights not expressly granted herein are reserved.
4. YOUR ACCOUNT
If you create an account on the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You accept responsibility for all activities that occur under your account or password. You agree to: (i) immediately notify CloudTen of any unauthorized use of your password or account; and (ii) ensure that you log-off and exit from your account at the end of each session. CloudTen reserves the right to refuse service, terminate accounts, and to remove or edit any content submitted by you to the Site in relation to your account.
5. SITE MATERIALS
7. INTERSTATE DATA TRANSMISSIONS
You understand that the technical processing and transmission of the Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Site and software embodied within the Site may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by CloudTen and/or content providers who provide content to the Site. You may not attempt to override or circumvent any of the usage rules embedded into the Site. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Site, in whole or in part, is strictly prohibited. By agreeing to these Terms, you acknowledge that use of the Site results in interstate data transmissions because of CloudTen’s network architecture, business practices, and the manner in which electronic communications are processed.
8. MODIFICATIONS TO SERVICE
CloudTen may modify, refuse to make available, remove, or discontinue, temporarily or permanently, the Site (or any part thereof) and/or delete any Content, data, materials or information stored on the Site at any time with or without notice in CloudTen’s sole discretion. You agree that CloudTen shall not be liable to you or to any third party for any such deletion, modification, suspension or discontinuance of the Site or Content.
The Site may provide links to other World Wide Web sites or resources. Links to other sites are provided for convenience only. You acknowledge and agree that CloudTen is not responsible for the availability of such external sites or resources. You need to make your own decisions regarding your interactions or communications with other websites. CloudTen 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 other services or data you may access, download or use as a result of the use of the information contained on the Site.
CloudTen reserves the right, without notice or attendant liability and in CloudTen’s sole discretion, to terminate or suspend your license to use all or part of the Site and to block or prevent future access to and use of the Site for any reason or no reason. Upon termination, these Terms will still apply. In addition, CloudTen reserves the right to refuse an order from any customer in CloudTen’s sole discretion.
You agree to indemnify and hold CloudTen and its affiliates, members, managers, subsidiaries, officers, stockholders, agents, employees, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use or misuse of the Site, your connection to the Site, your violation of these Terms, or your violation of any rights of another.
12. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SITE AND PRODUCTS ON THE SITE IS AT YOUR SOLE RISK. UNLESS OTHERWISE EXPRESSLY SPECIFIED IN WRITING, THE SITE AND PRODUCTS SOLD ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UNLESS OTHERWISE EXPRESSLY SPECIFIED IN WRITING, CLOUDTEN AND ITS AFFILIATES, MEMBERS, MANAGERS, SUBSIDIARIES, OFFICERS, STOCKHOLDERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. UNLESS OTHERWISE EXPRESSLY SPECIFIED IN WRITING, CLOUDTEN AND ITS AFFILIATES, MEMBERS, MANAGERS, SUBSIDIARIES, OFFICERS, STOCKHOLDERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (i) THE SITE OR OTHER MATERIALS OR PRODUCTS PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR WILL BE ACCURATE OR RELIABLE; (ii) THE QUALITY OF THE SITE OR OTHER MATERIAL OR PRODUCTS PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS; AND (iii) ANY ERRORS IN THE SITE (INCLUDING ANY SOFTWARE) WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLOUDTEN OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
13. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLOUDTEN, ITS AFFILIATES, MEMBERS, MANAGERS, SUBSIDIARIES, OFFICERS, STOCKHOLDERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CLOUDTEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) EXCEPT AS PROVIDED IN CLOUDTEN’S SATISFACTION POLICY, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY GOODS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SITE.
14. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 AND 13 MAY NOT APPLY TO YOU.
15. NO THIRD PARTY BENEFICIARES
These Terms are not enforceable by or for the benefit of any third party. 16. TRADEMARKS Without CloudTen’s prior permission, you agree not to display or use in any manner the CloudTen marks.
17. DMCA NOTICE
If you are a copyright owner or an agent thereof and believe that any content, information, or communication on the Site infringes upon your copyrights, you may submit a written notice of infringement pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”). All notices of infringement should be sent to the Designated Agent of CloudTen identified below and should include the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest, (b) a description of the copyrighted work that you claim has been infringed, (c) a description of where the material that you claim is infringing is located on the Site, (d) your address, telephone number, and e-mail address, (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Notices of infringement should be directed to the following Designated Agent of CloudTen: CloudTen, LLC Attn. [Name of Designated Agent] 2217 Vermont Court Vail, CO 81657 Or e-mail: firstname.lastname@example.org If you submit a notice of infringement that knowingly materially misrepresents that any Content, information, or communication on the Site is infringing upon a copyright, you may be held liable for damages and attorneys’ fees. If you believe that your content, information, or communication has been removed from the Site due to an erroneous claim of infringement, you may have remedies available to you under the DMCA.
18. ELECTRONIC COMMUNICATIONS
You agree to receive communications from CloudTen electronically in connection with your use of the Site. CloudTen will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that CloudTen provides to you electronically satisfy any legal requirements that such communications be in writing.
19. INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
20. GENERAL INFORMATION
Choice of Law and Forum. These Terms and the relationship between you and CloudTen shall be governed by, construed, and enforced in accordance with the laws of the State of Colorado, excluding its conflict of law provisions. You and CloudTen agree to submit to the personal and exclusive jurisdiction of the state and federal courts of Colorado and waive any defense of inconvenient or improper forum. Waiver. The failure of CloudTen to exercise or enforce any right or provision of these Terms or breach of these Terms by you shall not constitute a waiver of such right or provision. Severability. If any provision of these Terms is deemed to be unenforceable by a court of competent jurisdiction, such provision will be changed and interpreted to accomplish the objections of such provision to the greatest extent possible under applicable law and the remaining provisions of these Terms will continue in full force and effect. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Section Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect.