Cloudward Terms of Service
Last modified: November 13, 2014
This Cloudward Terms of Service ("Agreement") is by and between Cloudward, Inc. (“Cloudward”) and You ("Customer") (collectively a ‘Party’ or the ‘Parties’). This Agreement is effective as of the date Customer clicks the "Submit" in reference to this document (the "Effective Date") or Accesses The Sites via the “Sign in” button. If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not sign in.
This Agreement governs your participation in Cloudward EASE™, Hosting, Plugins or Cloud Snippets™ allowing you full access to the web sites located under the domains of cloudward.com, ease.cloudward.com, snippets.cloudward.com or any other subdomain of cloudward.com (the "Sites"). The sites are operated by Cloudward but hosted by 3rd parties and are subject to Cloudward’s terms of service as well as the 3rd parties terms of service.
This Agreement sets forth the terms and conditions pursuant to which:
1. Cloudward will provide Access to The Sites to Customer upon Customer’s acceptance of the terms and conditions of this Agreement.
3. Cloudward will provide Access to 3rd party Offerings and that by agreeing to this Agreement the Customer will also agree to abide by the terms of service or other materials governing the use of said 3rd party offerings. 3rd Parties include, but are not limited to, Google Cloud Platform and Amazon AWS.
4. If Customer does not agree to accept and abide by this Agreement, than Customer should not access or use The Sites.
5. Accounts labeled "Beta", "Early Look" or similar types of labels are not for production use and should be considered “Beta” software. Cloudward reserves the right to change the terms of service at anytime.
Based on the foregoing and in consideration of the promises and covenants set forth in this Agreement, and other good and valuable consideration the receipt and sufficiency of which is acknowledged by the Parties, and intending to be legally bound, the Parties agree as follows:
1.1. "Access" means the connection to and use of, Software and Services on The Site by Customer via an Internet web browser in accordance with the terms and conditions of this Agreement and terms and conditions of 3rd Party Offerings found on The Site.
1.2. "Content" means the information, photographs, illustrations, audio and visual information, animations, flash files, data files, documents, Software, applications, developer tools, code snippets, products and Services contained or made available to Customer in the course of Access to The Sites.
1.3. "Customer" means the person who registers a Cloudward Account and may use or purchased Offerings through Access to Cloudward EASE.
1.4. "Customer Account" means the account established by Customer for Access to The Sites, including the authorization of User(s) to Access the Customer Account and The Sites.
1.5. "Customer Data" or "User Data" means any data, information or material provided or submitted by Customer and Users authorized by Customer to The Sites in the course of entering into transactions for the Offerings in The Sites, including Usernames and passwords and personally identifiable information about Customer and its User(s) .
1.6. "Effective Date" means the date this Agreement is accepted by Customer selecting the "Submit" option referencing to this Agreement or when the Customer Accesses the The Sites with the “Sign in” button.
1.7. ”Cloudward” means Cloudward, Inc.
1.8. "Cloudward EASE", "EASE", “Cloud Snippets” means the Cloudward EASE Framework that allows developers, users, customers and others install, access to create or access websites, software or data for Google Cloud and Google Apps for Business.
1.9. "Cloudward Platform" means all of Cloudward's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Cloudward in providing Access to The Sites.
1.10. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other forms of intellectual property rights, any derivatives thereof, and all forms of protection of a similar nature anywhere in the world.
1.11. "Offerings" means products, Software or Services offered by Cloudward or other third parties through The Sites.
1.12 “Services” mean, as applicable: (a) EASE Core; (b) EASE Framework; (c) EASE-Installer; (d) EASE for Wordpress; (e) EASE WordPress Plugin; (f) EASE for Drupal, (g) EASE for Joomla, (h) Cloud Snippets; and (i) Cloudward Billing and any additional 3rd party Software that is distributed via The Sites.
1.13 “Software” means any downloadable tools, plugins, software development kits, applications or other such proprietary computer software provided by Cloudward in connection with the Services, which may be downloaded or provisioned by Customer to their own or 3rd party hosting, and any updates Cloudward may make to such Software from time to time.
1.14."User(s)" means Customer, Customer’s employees, representatives, consultants, contractors, agents or affiliates who are authorized to Access The Sites and have been supplied User identifications and passwords by Customer (or by Cloudward at Customer’s request).
1.15."You" or "Your" refers to the Customer that has registered a Customer Account to Access The Sites that is a Party to this Agreement.
2.GRANT OF RIGHTS
2.1.Cloudward grants to Customer a non-exclusive, non-transferable, worldwide right to Access to The Sites solely for purposes of using the Offerings in The Sites subject to and in compliance with the terms and conditions of this Agreement for use of Services.
2.2.This grant does not include any rights to any Content displayed in The Sites, or any right of resale or syndication of Access to The Sites.
3.1.Cloudward will provide Access to The Sites to Customer and Users authorized by Customer that are registered in a Customer Account in accordance with the terms and conditions of this Agreement.
3.2. Customer will establish a Customer Account to register Customer and to authorize Users identified by Customer to have Access to The Sites. Customer will provide true, accurate, current and complete information in establishing the Customer Account, and will maintain and promptly update the Customer Account information to keep it true, accurate, current and complete.
3.4. Subject to technical requirements established by Cloudward in its sole discretion, Customer and Users authorized by Customer will select Usernames and passwords for Access to The Sites; Customer will maintain the confidentiality of such Usernames and passwords at all times and not disclose such Usernames and passwords to any unauthorized person. Customer may not select any Username that violates the trademarks, copyrights, publicity rights, or other proprietary rights of any third party and warrants that such Usernames are unique to Customer or Users authorized by Customer.
3.5.Customer authorizes Cloudward to accept use of the Usernames and passwords selected by Customer and Users authorized by Customer as conclusive evidence of authorized Access to The Sites by that Customer or Users authorized by Customer.
3.6. With respect to any Customer Account, Cloudward reserves the rights, in its sole discretion, to:
3.6.1. Review and reset Usernames and passwords as may be required by law or technical requirements; and
3.6.2. Terminate a Customer Account at any time.
3.7. Cloudward does not acquire any rights to any Customer Data in any Customer Account.
3.8. Cloudward does not claim ownership of the Content that Customer uploads, publishes, posts, disseminates, transmits, or in general “submits” to The Sites, and to Customer’s Subscription and Account. By submitting Content to The Sites and for inclusion in Customer’s Subscription or Account, you grant Cloudward the world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting any Web Site created by Customer on Cloudward’ Internet properties. This license exists only for as long as you continue to be The Sites customer and shall be terminated at the time your Account is terminated.
3.8.1. Customer acknowledges that Cloudward does not pre-screen Content, but that Cloudward and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via The Sites, or on Cloudward’s Internet properties. Without limiting the foregoing, Cloudward and its designees shall have the right to remove any Content that violates the policies of Cloudward, or is otherwise objectionable. Customer agrees that Customer must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
4.CUSTOMER OBLIGATIONS & RULES OF CONDUCT
4.1. Customer must maintain the currency and accuracy of all information provided in the Customer Account registration.
4.2. Customer is responsible for all activity by Customer and Users authorized to use the Customer Account, including compliance with all applicable laws, treaties and regulations in connection with Access to The Sites. As such, Customer understands that Content, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that Customer, and not Cloudward, is entirely responsible for all Content under Customer’s Account that is uploaded, posted or otherwise transmitted via The Sites and Cloudward’s Internet properties related to The Sites. Cloudward does not control the Content posted on The Sites and, as such, does not guarantee the accuracy, integrity or quality of such Content. Customer understands that by using The Sites, Customer may be exposed to Content that is offensive, indecent or objectionable.
4.3.1. Notify Cloudward immediately of any unauthorized use of any Username or password or any other known or suspected breach of security with respect to a Customer Account; and
4.3.2. Report to Cloudward immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Users authorized by Customer.
4.4. Customer and any User(s) authorized by Customer may not do any of the following (without limitation):
4.4.1. Impersonate any other Cloudward customer or user authorized by any other customer, or provide false identity information to access The Sites, or the customer account of any other customer;
4.4.2. Upload, post, transmit, disseminate or otherwise transfer any Content that is unlawful, harmful, indecent, threatening, abusive, harassing, infringing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. This includes Content that may infer sexual content or provide links to adult content elsewhere. This is also true for Content that promotes any illegal activity or content that may be damaging to our servers or any other server on the Internet, or provide links to such Content;
4.4.3. Upload, post, transmit or otherwise transfer Content that contains software or other material protected by intellectual property laws (or by rights of privacy or confidentiality such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) unless authorized to do so;
4.4.4. Upload or otherwise transfer or store files that contain viruses, worms, Trojan horses or other form of software or computer code, files, scripts, agents, programs or corrupted files that may damage or inhibit the operation of another computer;
4.4.5. Monitor the availability, performance or functionality of The Sites, or perform any other analysis for any other benchmarking or competitive purposes;
4.4.6. Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded;
4.4.7. Falsify the origin or source of software or other material contained in a file that is uploaded, forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through The Sites or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
4.4.8. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of The Sites that are designated for such purpose. Cloudward will be the sole arbiter as to what constitutes a violation of this provision. Customers are also in violation of this provision if they engage in spamming using the service of another ISP or IPP, but reference in the spam a Web site hosted on a Cloudward server. Violators may be assessed a minimum administration fee of $250 and will face immediate suspension;
4.4.9. Download, other than page caching, any portion of The Sites;
4.4.10. License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party in any manner any Access to The Sites or the Content;
4.4.11. Modify or make derivative works based upon The Sites;
4.4.12. Create Internet "links" to The Sites or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
4.4.13. Reverse engineer Access to The Sites for any reason;
4.4.14. Harm minors in any way;
4.4.15. Interfere with or disrupt the integrity or performance of The Sites or servers or networks connected to The Sites, or disobey any requirements, procedures, policies or regulations of networks connected to The Sites;
4.4.16. Attempt to gain unauthorized access to The Sites or its related systems or networks;
4.4.17. Download or copy any account information for the benefit of another Customer or licensor; or
4.4.18. Use any data mining, robots, or similar data gathering and extraction tools, and collect or store personal data about others;
4.4.19. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
4.4.20. Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites;
4.4.21. Misrepresent The Sites in such a way that will result in needless traffic. Some examples of unacceptable content or links include: pirated software, hacker programs or archives, Warez sites, Spamware, Copyrighted MP3s and IRC bots;
4.4.22. Cause any web site or The Sites to use a high amount of server resources (such as, but not limited to, CPU time, memory usage, and network resources). Any violators will be given the option to pay additional fees (which will depend on the resources required), reduce the resources used to an acceptable level, or upgrade its service. Cloudward shall be the sole arbiter of what is considered to be a high server usage level. Any Customer Account deemed to be adversely affecting server performance or network integrity will be shut down without prior notice;
4.4.23. Use CGI script sharing with domains not hosted by Cloudward. Any CGI-scripts deemed to be adversely affecting server performance or network integrity will be shut down without prior notice;
4.4.24. Access a remote database inappropriately. External access to our database server is intended to remotely manage the databases. If remote database access is found to be utilized in a manner other than as intended, in our discretion, we may immediately close or deny remote access to the database or entire account;
4.4.25. Upload or post any credit card account data or otherwise transmit any unsecured credit card account data;
4.4.26. Perform any action that will adversely impact other users of The Sites or exceed imposed usage limits.
4.5. Customer and Users authorized by Customer may not use The Sites in any manner that could damage, disable, overburden, disrupt the normal flow of dialogue, cause a screen to scroll faster than other Customers of The Sites are able to type, or impair the operation of The Sites or interfere with any other Customer’s use and enjoyment of The Sites and engage in real time exchanges.
4.6 Customer is responsible for agreeing to the terms of service of the respected Software, Offerings or Services obtained on The Sites before using such services. Customer acknowledges that Terms of Service are the sole responsibility of their respective copyright and trademark owners and may change without notice. Customer agrees they are solely responsibility to obtain all of the necessary approvals and agreements necessary to abide by the Offering’s terms of service.
4.7. Violation of any of these prohibitions is grounds for immediate termination of a Customer Account.
5. THIRD PARTY INTERACTIONS
5.1. Access to The Sites may involve communications and transactions with third parties. All such communications and transactions may be subject to additional and different terms and conditions. Customer’s correspondence or business dealings with, or participation in promotions of, advertisers found on or through The Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Customer and the third party. Customer agrees that Cloudward shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Service.
6. PRIVACY & SECURITY
6.1. Cloudward privacy and security policies may be viewed at www.cloudward.com. Cloudward reserves the right to modify its privacy and security policies in its sole discretion from time to time.
6.4. Cloudward will provide Customer reasonable access to Customer’s personally identifiable information, at no cost to Customer, within 30 days of Customer request. If Cloudward cannot provide access within the 30-day period, Cloudward will tell Customer when Cloudward will provide access. In the unlikely event that Cloudward cannot provide Customer access to this information, Cloudward will explain why Cloudward cannot do so. To request access to Customer’s personally identifying information, contact Cloudward by email at support@Cloudward-inc.com or write to Cloudward at:
General Counsel, Cloudward, Inc., 1100 Larkspur Circle Suite 101,
Larkspur, CA 94939 USA.
7. INTELLECTUAL PROPERTY OWNERSHIP
7.1. Cloudward (and its licensors, as applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Cloudward Platform and the Cloudward EASE, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other person relating to The Sites.
7.2. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to The Sites, the Cloudward Platform, and or the Intellectual Property Rights owned by Cloudward.
7.3. The Cloudward name, the Cloudward logo, and the product names associated with The Sites are trademarks of Cloudward or third parties, and no right or license is granted to use them.
7.4. Customer acknowledges that The Sites contains Content that may be protected by copyright, trademark, or other proprietary rights of Cloudward or other third parties. Customer may not use any Cloudward logo or other proprietary graphic or trademark without express written permission.
8. REPRESENTATIONS & WARRANTIES
8.1. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
8.2. Cloudward represents and warrants that it will provide The Sites in a manner consistent with generally applicable industry standards and that The Sites will perform substantially in accordance with the Cloudward technical support documentation under normal use and circumstances.
8.3. Customer represents and warrants as follows:
8.3.1. The information provided by Customer in the Customer Account registration is true, accurate, and complete, to the best of Customer’s actual knowledge;
8.3.2. Customer has not falsely or deceptively identified itself or any User authorized by Customer;
8.3.3. Customer is of sufficient legal age to use and Access The Sites and to create binding legal obligations for any liability that Customer may incur as a result of the use of The Sites;
8.3.4. Customer will be financially responsible for all acts by Customer and Users authorized by Customer in its Access to The Sites including without limitation, the acts of any minors living with or employed by Customer.
8.3.5. Customer has permission and rights to use any Content, information or files that are copyrighted by a third party. Customer represents and warrants to Cloudward that all such permissions have been obtained, and evidence of all necessary permissions may be requested by Cloudward.
9.1. Customer shall indemnify and hold harmless Cloudward and its affiliates, officers, directors, employees, attorneys, agents, licensors, Offerings partners, and their affiliates from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
9.1.1. Any Access to The Sites by any person using Customer’s Username and passwords, whether or not authorized by Customer, not arising from the negligence of Cloudward;
9.1.2. Any breach by Customer of this Agreement.
9.1.3. Customer will indemnify and hold harmless Cloudward and it’s Offerings partners from any and all claims resulting from Customer’s negligence, intentional failure or inability to obtain proper copyright permissions.
9.2. Cloudward reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, and in such case, Customer agree’s to cooperate with Cloudward in the defense of such claim.
10. DISCLAIMER OF WARRANTIES
10.1. CLOUDWARD MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITES OR ANY CONTENT OR OFFERINGS THEREIN.
10.2. CLOUDWARD DOES NOT REPRESENT OR WARRANT:
10.2.1. THAT CUSTOMER’S USE OF THE SITES OR ANY CONTENT OR OFFERINGS DISPLAYED IN THE SITES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE WITH ANY SPECIFIC COMBINATION OF HARDWARE, SOFTWARE, SYSTEM OR DATA;
10.2.2. THAT THE SITES OR OFFERINGS WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS;
10.2.3. THAT ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE;
10.2.4. THAT THE QUALITY OF ANY OFFERINGS IN THE SITES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS;
10.2.5. THAT ANY OFFERINGS IN THE SITES BY CLOUDWARD OR THIRD PARTIES DO NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; OR
10.2.6. THAT THE SITES OR ANY OFFERING AVAILABLE IN THE SITES WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
10.3. CUSTOMER IS GRANTED ACCESS TO THE SITES, OFFERINGS AND ALL CONTENT STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.4. Cloudward may change, suspend or discontinue all or any aspect of The Sites at any time, including the availability of any feature, database, Offering or Content, without prior notice or liability.
10.5. Certain jurisdictions may not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Customer.
11. LIMITATION OF LIABILITY
11.1. Neither Party shall be liable to the other for any special, indirect, punitive, incidental or consequential damages (including loss of use, data, business, profits, or other economic advantage) arising out of or in connection with this Agreement or Access to The Sites or any Offering in The Sites, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such Party has been advised of the possibility of such loss or damage. Cloudward’s liability to Customer for actual direct damages (if any) will be limited to, and shall in no event exceed the amount Customer has paid Cloudward for access to The Sites.
11.2. This section sets forth the entire allocation of risk as between the Parties. The Parties acknowledge that the limitations and disclaimers set forth in this Agreement were an integral element in the business arrangement between the Parties.
12. TERM & TERMINATION
12.1. This Agreement is effective until terminated.
12.2. Customer and Cloudward may terminate this Agreement at any time.
12.3. Cloudward may terminate a free account at any time in its sole discretion.
12.4. Any breach of Customer’s payment obligations under any subscription, merchant account agreement, Offerings terms of service or transaction based upon use of the Sites software, as well as any material breach of this Agreement, will constitute grounds for immediate termination of this Agreement, without notice.
12.5. If Customer provides any information that is untrue, inaccurate, not current or incomplete, or Cloudward has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Cloudward has the right to suspend or terminate Customer’s Account and refuse any and all current or future Access to The Sites.
12.6. Cloudward reserves the right, in its sole discretion, to restrict, suspend or terminate Customer’s Access to The Sites, and remove and discard any Content within The Sites at any time for any reason without prior notice or liability, including, without limitation, inactivity or if Cloudward believes that Customer has violated or acted inconsistently with the letter or spirit of this Agreement.
12.8.Termination of this Agreement shall be without prejudice to Cloudward’ rights, defenses and limitations of liability provided under this Agreement, which rights, defenses and limitations of liability shall survive termination of this Agreement.
13. LOCAL LAWS & EXPORT CONTROL
13.1. The Sites provides Access to various Offerings and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. Customer acknowledges and agrees that The Sites shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using The Sites, Customer represents and warrants that Customer and all Users authorized by Customer are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
13.2. Cloudward makes no representation that The Sites is appropriate or available for use in other locations. If Customer uses The Sites from outside the United States of America and/or the European Union, then Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of The Sites, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
14.1. Assignment. Customer has no right to assign this Agreement. Any attempt to assign this Agreement will be null and void. Notwithstanding the above, as part of a change of control, public offering or reincorporation, Cloudward may assign or transfer this Agreement without notice to Customer.
14.2. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to its conflict of laws principles. The Parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising will be brought exclusively in the federal or state courts of Marin County California. The Parties 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 Sites must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14.3. Compliance with Laws. Each Party shall comply with all applicable laws, statutes, rules and regulations applicable to it. Cloudward may modify or suspend Customer’s Access to The Sites as necessary to comply with any law or regulation.
14.4. Severability. If for any reason a tribunal of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, then that provision of this Agreement shall be enforced to the maximum extent permissible and the other provisions of this Agreement shall remain in full force and effect.
14.5. Waiver. The failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
14.6. Modification of Terms. Cloudward reserves the right to modify the terms and conditions of this Agreement or its policies relating to The Sites at any time, effective upon posting of an updated version of this Agreement on The Sites. Customer is responsible for regularly reviewing this Agreement. Continued use of The Sites after any such changes shall constitute Customer’s consent to such changes. If at any time the terms and conditions of this Agreement are no longer acceptable to Customer, Customer should immediately cease use of The Sites.
14.7. Notices. All notices, demands or consents required or permitted shall be in writing. Notice shall be considered effective on the earlier of actual receipt or: (a) the day following transmission if posted in The Sites or sent electronically followed by written confirmation; (b) one business day (two business days for international addresses) after posting when sent via a commercial express courier; or (c) five business days after posting when sent via certified United States mail. Notice shall be sent to the address for each Party set forth on the first page of this Agreement, or at such other address as shall be given by either Party to the other in writing.
14.8. Force Majeure. Neither Party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action.
14.9. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective successors and permitted assigns.
14.10. Interpretation. The section headings and labels used in this Agreement are for convenience and have no separate legal effect. Unless specifically identified to the contrary, the use of the term ‘days’ in this Agreement refers to United States business days and, where applicable, the terms ‘hours’ or ‘business hours’ refers to Pacific Time.
14.11. Entire Agreement. This Agreement, including all referenced Exhibits to this Agreement, appendices and attachments attached hereto, contains the complete understanding and agreement of the Parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein, including any purchase order, order acknowledgement or similar document. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the Parties.
The Parties have executed this Agreement electronically as of the Effective Date