THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CloudPixle (“CP”) YOU MUST READ THE TERMS AND CONDITIONS OF USE SET OUT BELOW CAREFULLY BEFORE USING THIS WEBSITE OR ANY OF CloudPixle’s APPLICATIONS. BY ACCESSING, BROWSING, SUBSCRIBING TO OR OTHERWISE USING THIS WEBSITE OR APPLICATION, YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE “AGREEMENT”), AS AMENDED FROM TIME TO TIME BY CloudPixle IN ITS SOLE DISCRETION. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, DO NOT USE ANY OF THE SERVICES PROVIDED BY CloudPixle.
This Agreement is applicable to CloudPixle.com (the “Site”), online services and all other applications and services provided by CP in conjunction with the Site, including but not limited to e-mail correspondence (collectively referred to, together with the Site, as the “Service”). All products and services of CP and its subsidiaries and affiliates are subject to the terms of any agreement by which they are normally made commercially available. Information from the Site regarding services and products of CP is intended for use only in jurisdictions where such services or products may lawfully be offered for use and/or for sale and neither use nor sale is intended where prohibited by law.
ACCOUNTS, PASSWORDS, AND SECURITY
The servers hosting the Site are protected by sophisticated firewall hardware and software, and are physically located in secured facilities. You may be issued a username and password (collectively, your “Account”) in order to access certain sections of the Site and/or certain products and services available through the Site. You are responsible for maintaining the confidentiality of your Account, and for all activities that occur through the use of your Account. You agree to: (a) immediately notify CP of any unauthorized use of your Account or any other breach of security; and (b) ensure that you exit from your Account at the end of each session, by default all sessions timeout after 10 minutes. CP will not be liable for any loss or damage arising from your failure to comply with this section. You may be issued a new password or required to change your password from time to time in CP’s sole discretion.
You are solely responsible for the content of your transmissions in relation to the Service.
You acknowledge that your use of the Service is subject to all applicable municipal, provincial, federal and international laws and regulations.
You hereby agree: (i) to comply with applicable laws regarding the transmission of technical data exported through the Service; (ii) not to use the Service for illegal purposes; (iii) not to interfere or disrupt networks connected to the Service; (iv) to comply with all regulations, policies and procedures of networks with respect to the Service; and (v) not to use the Service for chain letters, junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process.
You agree not to post and transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You further agree not to post and transmit any material that encourages conduct that may constitute a criminal offence, give rise to civil liability or otherwise violate any applicable municipal, provincial, federal and international law and/or regulation. Attempts to gain unauthorized access to other computer systems used in connection with the Service are prohibited.
You agree not to upload or permit others to upload any material that infringes the rights of others, or contains any virus or other content that may affect the Service, the network or any third party’s equipment or software.
You agree not to violate the intellectual property rights of CP or any third party, including but not limited to copyright, trade-mark, or other proprietary rights.
You shall not interfere with any third party’s use and enjoyment of the Service.
You acknowledge that CP may, at its sole discretion, immediately terminate the Service in the event that your conduct fails to conform with the terms and conditions set out in this Agreement.
You shall not upload, or permit others to upload, material to the Service if that material: (i) infringes or violates the rights of others; (ii) is, or may be perceived by CP or other likely recipients as defamatory, deceptive, misleading, abusive, profane, offensive, or inappropriate; (iii) contains any malware or other content that may damage the Service, the network, or a third party’s equipment or software; or (iv) violates any laws, rules, or regulations of any governmental or other administrative organization having authority over the Service, CP or any third party.
ANY ATTEMPT TO DELIBERATELY DAMAGE THE SITE OR ANY RELATED SERVICE MAY BE A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, CP RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO CRIMINAL PROSECUTION.
You agree not to submit, publish, transmit, display, disseminate or otherwise communicate any libelous, defamatory, inaccurate, abusive, threatening, offensive or illegal material while connected to or otherwise using the Service. Transmission of such material shall constitute a material breach of this Agreement. CP does not and cannot review every submission posted by users and is not responsible for, nor does it endorse, such submissions. You are solely responsible for the content of your submissions.
By submitting content through the Service, you grant CP and its affiliates a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license to produce, reproduce, publish, broadcast, communicate by telecommunication, exhibit, distribute, adapt and otherwise use and re-use such content, in whole or in part, throughout the universe in all media now known or hereafter devised. You represent and warrant that you have the lawful right and authority to grant the license granted herein. You also authorize any user of the Service to access, display, view, store and reproduce such content for his/her personal use.
PARTICIPATION OF ADVERTISERS
From time to time, the Site may contain advertising from third parties. As a result, you may have the opportunity from time to time to enter into correspondence with or participate in promotions offered by any advertisers showing their products or services on the Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. CP assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.
FACTS, DATA AND INFORMATION
The facts, data and information provided by the Service are believed to be reliable when posted and are for informational purposes only. CP cannot guarantee that such material is accurate, complete, or current at all times. The facts, data and information provided in relation to the Service is provided to you “as is” without warranties of any kind, expressed or implied, and is not intended to provide specific technical, financial, tax, legal, business, accounting, or other advice for your individual circumstances. CP is not responsible in any manner for direct, indirect, special, or consequential damages however caused and/or arising out of the use of the Website, Service or Application.
CP neither endorses the contents of any third party communications or uploaded material, nor assumes responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. CP reserves the right to delete content which it deems objectionable, but makes no claim to ensure that all objectionable or illegal content will be removed. You hereby consent to such removal and waive any claim arising out of such file removal.
In addition, you acknowledge and agree that during the course of providing the Service, CP may be required to grant access to a third party and/or decrypt files in response to any lawful subpoena or other form of legal compulsion. You hereby consent to such legal production and waive any claim arising out of such legal production.
OWNERSHIP OF PROTECTED MATERIAL
Except for public domain material, all content and material on and/or forming part of this website from time to time, including all text, information, links, icons, graphics, designs, audio, video, animation, logos, slogans, trade-marks, service marks and trade names, and the design and arrangement thereof, and all source code and software (collectively referred to as the “Protected Material”), are protected by copyright, trademark and other laws, and are owned or controlled by CP or its licensors, unless otherwise indicated. All rights not expressly granted to you in this Agreement are reserved. The Protected Material may only be used for personal, non-commercial purposes, and may not be copied, produced, reproduced, published, broadcast, communicated by telecommunication, exhibited, distributed, transmitted, retransmitted, adapted or otherwise used or re-used, in whole or in part, without the express written consent of its owner.
DISCLAIMER OF WARRANTIES
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW, CP DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT OF PROPRIETARY RIGHTS, AND IMPLIED WARRANTIES AND CONDITIONS ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. CP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CP DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR CORRECTNESS, TIMELINESS, OR USEFULNESS OF ANY OPINIONS, ADVICE, SERVICES, MERCHANDISE OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR THE INTERNET GENERALLY. IN NO EVENT WILL CP BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CP SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU IN CONNECTION WITH THIRD PARTY WEBSITES ACCESSIBLE BY LINKS POSTED ON THE SITE (EACH, A “LINKED SITE” AND COLLECTIVELY, THE “LINKED SITES”). ACCESS TO ANY LINKED SITE IS AT YOUR OWN RISK AND CP IS NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY OR RELIABILITY OF THE CONTENTS OF ANY LINKED SITE OR ANY LINK POSTED ON A LINKED SITE. CP PROVIDES LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF A LINK DOES NOT IMPLY ENDORSEMENT OF THE LINKED SITE OR ANY PRODUCTS, SERVICES, MATERIALS OR STATEMENTS CONTAINED OR REFERRED TO THEREON BY CP.
LIMITATION OF LIABILITY
YOU AGREE THAT CP AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, LICENSORS AND LICENSEES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, THE APPLICATION, THE SERVICE, OR ANY LINKED SITES OR YOUR RELIANCE ON ANY CONTENT. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS COMPREHENSIVE AND APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
You agree to indemnify, defend and hold harmless CP and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees, from any damages, losses, costs and expenses (including legal fees), incurred in connection with any third party claim or demand alleging or based upon your breach of this Agreement or your violation of any law or the rights of such third party. CP reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by CP.
MODIFICATIONS TO THIS AGREEMENT
CP reserves the right, in its sole discretion, to change, modify or amend this Agreement at any time. Please remember to check the date of this page as it will change should any modifications be made. Your continued use of the Service constitutes an affirmative: (1) acknowledgment by you of CP’s modifications; and (2) agreement by you to abide and be bound by CP’s modifications.
MODIFICATIONS TO SERVICE
CP reserves the right, in its sole discretion, to modify, alter, update and/or discontinue the Service or any portion thereof, at any time, for any reason, and without notice. CP shall not be liable to you or any third party should it exercise its right to modify, alter, update and/or discontinue the Service.
CP may broadcast notices or messages through the Service to inform you of changes to the Service, or other matters of importance. Such broadcasts shall constitute notice to you.
This Agreement and your use of the Site shall be governed and construed in accordance with the laws of the State of New York and the federal laws of United States applicable therein, excluding the application of any rule or principle of conflict of law that might otherwise refer construction, interpretation, or the resolution of any dispute to the laws of another jurisdiction.
Any dispute arising under this Agreement shall be resolved exclusively by the courts located in New York, NY. You agree not to bring any legal action against CP in any jurisdiction except the State of New York and you shall submit and consent to such jurisdiction. If any provision of this Agreement shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement between you and CP in connection with your use of the Service. Your use of the Service is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and CP other than that of independent contractors.