This Cloud Harbor Subscription Agreement (“Agreement”) governs Your subscription and ongoing use of the Cloud Harbor Business Operations Platform (“BOP Service”). "You" or "Your" in this agreement means the individual, company, organization or other legal entity accepting this agreement. "We", "Us" or "Our" means Cloud Harbor Inc.
By subscribing, registering, accessing or using any services developed, operated, maintained or hosted by Cloud Harbor Inc. (“Cloud Harbor”) including all websites and IP addresses available at and configured for use at www.cloudharbor.net or www.cloudharborbop.com ("BOP Service"), You agree to be bound to this Agreement. This Agreement applies to all versions of the BOP Service, whether they be Free, Trial, ALPHA, BETA, Pre-Release, Standard, Educational, Subscription Packs or any Paying subscription of the BOP Service.
Cloud Harbor reserves the right to change, update and revise the Agreement from time to time, at its sole discretion, by posting the most current version of the Agreement at www.cloudharbormarket.com. BY USING OR CONTINUING TO USE THE BOP SERVICE, YOU ARE CONFIRMING YOUR CONSENT AND AGREEMENT TO BE BOUND BY THE MOST RECENT AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE BOP SERVICE.
You may not access the BOP Service if You are Cloud Harbor’s direct competitor, except with Cloud Harbor’s prior written consent. In addition, You may not access the BOP Service for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. You further agree that unless explicitly stated otherwise, any new features that augment or enhance the BOP Service, and/or any new BOP Service(s) subsequently purchased or subscribed to by You will be subject to this Agreement. This Agreement was last updated on March 1, 2010. It is effective between You and Cloud Harbor as of the date You accept this Agreement.
GENERAL CONDITIONS OF USE
- You must select a payment plan and subscribe to the Cloud Harbor BOP Service. You must provide a name, valid email address and other information necessary to register with the BOP Service. You agree to provide true and accurate information to register with the BOP Service. You agree not to impersonate any person or entity or use a false identity or attempt to manipulate identifiers to mislead or disguise the origin of any information used to access the BOP Service. Cloud Harbor reserves the right to terminate Your use of the BOP Services upon the discovery that the information You provided is not complete or accurate.
- You agree that Your billing cycle begins immediately on the day You agree to the terms of this Agreement. BOP Services are billed in advance and in accordance with the payment schedule You select: monthly, quarterly, annually or for 2 years. Cloud Harbor will continue to bill Your credit card automatically on the monthly, quarterly, annual or 2 year billing cycle in accordance with the payment schedule You select. All fees are exclusive of all taxes or duties imposed by taxing authorities.
- You agree to limit Your use of disk storage to that amount allocated to You under the subscription plan(s) You choose. You also agree to be automatically billed for any disk storage You use in excess of Your allocated amount. You will be billed for the smallest Additional Disk Storage subscription available (100MB, 500MB or 1GB) that will allow Your disk storage allocation to exceed Your actual usage.
- At any time You may acquire additional subscriptions online or cancel Your subscription by sending us an email at sales@cloudharbor.com and we will change Your plan accordingly. All cancellation notices are made effective immediately upon receipt. All payments rendered are non-refundable. Refunds and/or credits will not be issued for partial months or periods pre-paid in advance. Upon cancellation of a Trial Subscription, Cloud Harbor may destroy all content, data, information, text, files, documents, images and feeds that were created and accessed during Your Trial Subscription to the BOP Service. For Standard Subscriptions and Subscription Packs, Cloud Harbor will provide electronic copies of Your database information archived on Our servers if You request it in writing via email to sales@cloudharbor.com within 30 days of Your cancellation date. There is a $150.00 USD fee for this service to cover our costs.
- Cloud Harbor may change the prices for any of its BOP Service subscriptions upon 30 days notice via the Cloud Harbor BOP website (www.cloudharborbop.com) or through the BOP Service itself. Any price changes will be made effective upon the next billing cycle.
- Cloud Harbor is not responsible for maintaining the security of Your username and password, except to the sole extent whereby the username and password are maintained and stored within a Cloud Harbor server or computer. In such situation, Cloud Harbor is solely responsible for the protection and security of the username and password in order to stop a third party from accessing this information. It is Your responsibility to notify Cloud Harbor if You believe Your username or password have been compromised or used in an unauthorized manner. Cloud Harbor assumes no responsibility, liability or obligations for any loss or damage to resulting from Your failure to comply with the security of Your username and/or password.
- You are responsible for all activity and usage of the BOP Service and for all content created on, posted to or accessed under Your username and password, unless such use of the username and password were made by an unauthorized third party due as a direct result of a breach by Cloud Harbor of its obligation to adequately protect and secure this confidential information.
- You agree not to share Your username and password with other people. Each user account may only be used by one person.
- You are responsible for complying with all applicable local, state, national and foreign laws relating to Your use of the BOP Service. You may not violate any applicable law or regulation; post or transmit any materials that violate any applicable local law.
- Cloud Harbor may modify, suspend or discontinue the BOP Service at any time, for any reason, at its sole discretion. Cloud Harbor reserves the right to refuse service to anyone for any reason at any time.
- If You do not pay the charges We have billed You by the due date, then those charges will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date the payment was due until the date paid and/or Cloud Harbor may make future subscription renewal payment terms shorter than those You initially selected. If any amount You owe for the BOP Service is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, suspend Your BOP Service until such amounts are paid in full. We will not impose overdue charges or suspend Your BOP Service if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
- If You cancel or terminate Your account with Cloud Harbor, all of Your content, data, information, text, files, documents, images and feeds may be immediately deleted from the Service.
- Cloud Harbor claims no ownership, responsibility or intellectual property rights over any of the content or materials You provide to the BOP Service.
- Cloud Harbor assumes no responsibility for any content or material loss that results from You downgrading Your account.
- The BOP Service is intended for Adult use only. All users must be 13 years or older to access and use the BOP Service. In accordance with the Federal Children's Online Privacy Protection Act of 1998 (COPPA), Cloud Harbor will never knowingly solicit nor will it accept personally identifiable information from users known to be under thirteen (13) years of age.
- You agree not to upload, post, email or transmit otherwise any other unlawful unsolicited email including "spam" to Cloud Harbor or any users of the BOP Service.
- You agree not to knowingly upload, post, email or transmit otherwise any material that contains, software viruses, trojan horses, worms, files or programs intended to interrupt, destroy, deface or limit the use, access or functionality of the BOP Service.
- You agree not to upload, post, email or transmit otherwise any material that is illegal, pornographic, abusive or obscene. Cloud Harbor, in its sole discretion, may remove content and block user access to any content that it determines to be illegal, threatening, pornographic, abusive, obscene or in violation of another party's intellectual property.
- You agree not to "reverse engineer," change, modify, hack, make derivative works, exploit, or crack any portion of the BOP Service for the purposes of storing, licensing, sublicensing, selling, reselling, copying, duplicating, reproducing, distributing or making available to any third party.
- You agree not "crawl" or "spider" or release any automated software or service to obtain information stored, saved or contained on any web page or disk storage as part of the BOP Service.
- You acknowledge, understand and agree that Cloud Harbor cannot guarantee the security of Your data while it is being transmitted over the Internet and through servers that are out of our control. We strive to protect Your personal information but Cloud Harbor cannot ensure or warrant the security of any information You transmit to our website or services. Any data transmissions You make over the internet are done so at Your own risk. Once we receive the data transmission, we make our best efforts to ensure its security and privacy on our systems.
- Cloud Harbor reserves the right to limit the file download and/or bandwidth capacity of any or all sites in its sole discretion if it deems such limitation to be in the best interests of the operating performance across all sites. In addition, Cloud Harbor reserves the right to limit the number of e-mails transmitted from its servers for any individual site or group of related sites on a daily basis in its sole discretion. For continued use, additional charges may apply.
- In the event of an interruption of service, You agree to hold Cloud Harbor harmless and not liable for any minor, material or consequential loss to the user's business, practice or services.
- You agree to defend, indemnify, and hold harmless Cloud Harbor, its officers, directors, employees and its agents from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, made by any third party due to or resulting from Your use of the BOP Service or Your violation of this Terms of Service.
- Cloud Harbor respects the privacy of Our users. Please read our Privacy Statement at www.cloudharbormarket.com, which forms part of this Agreement.
- You agree to receive administrative and legal notices about the Service electronically via email.
- Except for customers that have signed a service level agreement with Cloud Harbor, You acknowledge, understand and agree that Cloud Harbor provides the BOP Service to You "As Is" and "As Available" without warranty or condition of any kind, either express or implied, including, but not limited to, the implied warranties of availability, accuracy, reliability, timeliness, security completeness or non-infringement. Cloud Harbor also makes no warranty that the Bop Service will meet Your requirements.
DISCLAIMER OF WARRANTIES
CLOUD HARBOR AND ITS LICENSORS EXPRESSLY DISCLAIM, AND YOU SUBSCRIBER EXPRESSLY WAIVE, ALL WARRANTIES, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR USAGE OF TRADE, RELATED TO THE BOP SERVICE, THE USE OR ANY INABILITY TO USE THE BOP SERVICE, THE RESULTS OF THE USE OR THE ACCURACY OF THE BOP SERVICE. CLOUD HARBOR AND ITS LICENSORS DO NOT WARRANT THAT THE BOP SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR THAT THE OPERATION OF THE BOP SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS IN THE BOP SERVICE WILL BE CORRECTED.
LIMITATION OF LIABILITIES
IN NO EVENT SHALL CLOUD HARBOR OR ITS LICENSORS BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, LOSS OF DATA, LOST PROFITS, LOSS OF REVENUE, INTERRUPTION OF BUSINESS, OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND UNDER ANY CAUSE OR ACTION (INCLUDING NEGLIGENCE), WHETHER OR NOT CLOUD HARBOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL CLOUD HARBOR’S TOTAL LIABILITY FOR ANY LOSS, DAMAGE, COST, EXPENSE OR LIABILITY ARISING IN RESPECT TO THE BOP SERVICE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER FOR THE BOP SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
ADDITIONAL CORDYS LICENSE TERMS
“Cordys Software”: All software licensed to Cloud Harbor which Cordys owns (or has the license rights to) including all documentation and releases, updates or fix packs.
- You are granted only a personal, nontransferable, and nonexclusive right to use the Cordys Software;
- Cordys retains all intellectual property rights in the Cordys Software, and no title to such intellectual property is transferred to You;
- You agree not to reverse assemble, decompile, or otherwise attempt to derive source code from the Cordys Software;
- The Cordys Software is the confidential information of Cordys and You shall keep such Cordys Software in confidence and shall not use or disclose information related to the Cordys Software, without Cordys' prior written consent;
- Cordys makes no warranties to You in connection with the Cordys Software, and expressly disclaims any implied warranties of merchantability or fitness for a particular purpose;
- Cordys shall not be liable to You for any indirect, consequential, incidental or special damages arising out of the use or license of the Cordys Software, regardless of the basis for the liability (including negligence and strict liability);
- Cloud Harbor will terminate the licensed use of the Cordys Software if You fail to comply with the material terms of the license or this Agreement.
- You are prohibited from selling, transferring or sublicensing Your unique identifiers such as login ID or passwords. You are contractually responsible for all activities that occur under Your account identifiers, regardless of whether such activities are undertaken by an agent, subcontractor or any other third party.
- Cordys is a third-party beneficiary of the license agreement between You and Cloud Harbor relating to the Cordys Software.