Terms of Service Agreement
1.0 ACCEPTANCE OF TERMS
1.1 These Terms of service (Terms”) between you (hereinafter “You”, “Your,” or “Organization”) and CloudCentric, Inc. (“CloudCentric”) consist of the most recent versions of this Terms of Service Agreement document (hereinafter “Consolidated Terms”) as well as CloudCentric’:
1.2 CloudCentric reserves the right, in its sole discretion, to change, modify, add, or remove all or part of these Terms, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You, except as provided in Section 4. Regardless of whether CloudCentric has provided You individual notice, Your continued use of the Service following CloudCentric’ notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact information You provide to CloudCentric is updated and correct.
1.3 Use of Your domain name in conjunction with the Service is subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”).
1.4 BY COMPLETING THE REGISTRATION PROCESS (“Registration Process”) AND CLICKING THE “I HAVE READ AND AGREE” BUTTON, YOU: (a) agree to be bound by these Terms; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if you are an entity, that You are a corporation, partnership, or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these Terms; (c) agree to provide true, accurate, current, and complete information in the Service registration form, including billing and payment-related information and other account information (all together, the “Account Information”), and agree to maintain and update this information to keep it true, accurate, current, and complete; (d) agree to be bound by the terms of the ICANN Uniform Domain Name Dispute Resolution Policy located at http:// www.icann.org/udrp/udrp.htm as may be amended or relocated from time to time; and (e) represent and warrant that You have the power and authority to enter into and perform under these Terms. If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Service. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS.
2.0 DESCRIPTION OF SERVICE
2.1 The complete list of services (the “Service”) governed by these Terms is as follows: CloudCentric Website Development; CloudCentric Website Hosting; Limited Software license for Web design software. CloudCentric does not provide merchant services. CloudCentric shall grant to You a limited license for use of the Service. This license shall be personal, non-exclusive and non-assignable absent explicit written authorization to that effect. The license shall be royalty-free and worldwide. The license grants the use of the Service, but does not grant You the right to any of the code or software utilized by CloudCentric website development or website hosting. The license is for the purpose of allowing You to enjoy the benefit of CloudCentric’ services in the manner described within these Terms of Service.
2.2 CloudCentric Web Development Services are not available under this agreement apart from CloudCentric Web Hosting Services. Websites You create using the CloudCentric Web Development Services shall be hosted only by CloudCentric in accordance with the CloudCentric Web Hosting service described in this agreement.
2.3 Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Service resources, shall be subject to these Terms. CloudCentric, in its own discretion may modify Your site to enhance or augment the current Service. Such activity may require removal of site files, change of site files, or addition of site files. Your license is not for the purchase of site files provided by CloudCentric’ Service, but is instead for the benefit of access to CloudCentric’ dynamic web development and hosting. In the event that You disagree with a modification, CloudCentric is not liable for any resulting damage. To the extent CloudCentric makes selected new Service resources mandatory, Your website will be modified accordingly. CloudCentric may take action during such modifications to keep current bookmarks, links, URL’s or similar tools up to¬ date, however, it is Your duty to maintain such bookmarks, links, URL’s or similar tools and CloudCentric shall not be liable in the event that such items are out of date.
2.4 You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.
2.5 While CloudCentric may in its discretion provide assistance with third party products or services, CloudCentric is not responsible for compatibility with such third party products or services and is not responsible for downtime or disruptions related to third party products or services.
3.0 INTELLECTUAL PROPERTY
3.1 Except for the rights expressly granted herein, this Agreement does not transfer from CloudCentric to You any CloudCentric developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely with CloudCentric. The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.
3.2 Notwithstanding anything to the contrary in this Agreement, You will not attempt to prohibit or enjoin CloudCentric at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of CloudCentric.
3.3 CloudCentric may be required to disclose information including disclosures to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize CloudCentric to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to You.
3.4 You will not use CloudCentric’s name or any language, pictures, or symbols that could, in CloudCentric’s sole judgment, imply CloudCentric’s identity in any commercial communication without CloudCentric’s prior written consent. CloudCentric shall not be held responsible for any commercial communication made between you and any third party.
3.5 CloudCentric, other CloudCentric product and service names, and all of their related logos are each trademarks of CloudCentric, Inc. (the “CloudCentric Marks”). Absent CloudCentric’s prior written permission, you agree not to display, or use in any manner, the CloudCentric Marks. CloudCentric reserves the right to remove or replace the “CloudCentric Marks” on any site developed through CloudCentric or hosted by CloudCentric.
4.1 Payment Terms
Unless modified in accordance with Section 4.5, You will pay all fees due according to the applicable prices and terms, including option features. A one-time web site development fee along with a recurring hosting fee shall be due and payable during the Registration Process. You may be subject to future web site development fees for new or additional products developed by CloudCentric. Recurring fees will be charged to Your selected payment method on a monthly or annual basis in accordance with CloudCentric’s fee schedule. If Your selected payment method is invalid or You are otherwise past due in your payments for any reason, the Service may be terminated and removed from CloudCentric’s servers by CloudCentric with or without notice, and all the information contained within deleted permanently. CloudCentric accepts no liability for information or content that is deleted due to an invalid payment method or where Your payments are past due. Reactivation of the Service after termination or cancellation for any reason may require the payment of additional setup fees. In the event You fail to pay charges, CloudCentric may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse CloudCentric for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. In the event that any penalties are assessed against CloudCentric due to Your payment account having insufficient funds, CloudCentric reserves the right to assess and collect such penalties from You. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or CloudCentric on the charges and all late payment, interest, or other fees as stated on Your bill. CloudCentric may modify its billing practices or late payment charges by providing You with prior written notice of the modification. CloudCentric in its discretion may offer discounts or special offers from time to time.
For web development utilizing CloudCentric’s content management system, you will be charged a one-time fee. For web hosting, you will have the option to pay monthly or annually.
To the extent CloudCentric makes multiple plans available to You, You can upgrade plans at any time. Such upgrade will take effect in a reasonable time. You will be automatically charged, via the payment method You provided, for any and all fees based upon your upgrade.
4.4 Price Changes
CloudCentric may increase fees, surcharges, monthly membership fees or to institute new fees at any time upon thirty (30) days prior notice or upon other notice required by applicable laws, and CloudCentric reserves the right any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, as provided in Section 5.1, the prices charged may be changed without notice to the then prevailing price for the Services.
Current Fee Schedules
For the current fee schedules, please navigate to the ecommerce portion of our site to the product’s description.
You shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter “Tax”) imposed on, or with respect to, the Services under this Agreement.
4.6 Use and Security of Cardholder Data
For purposes of this Section, the term “Cardholder Data” or “CDI” refers to the number assigned by the card issuer that identifies the cardholder’s account or other cardholder personal information, and “Personally Identifiable Information” or “PII” means any CDI or other personal or financial data relating to any individual or entity.
To the extent You make an online credit card purchase from CloudCentric, CloudCentric may initiate a secure payment process including acquisition of Your credit card related PII. Your primary account number or other number assigned by the card issuer identifying the cardholder account will be deleted from CloudCentric’s servers once that information has been passed to CloudCentric’ transaction processing service provider, (Stripe, Inc.). The privacy policies for these card companies may be viewed at https://stripe.com/us/privacy.
After the initial purchase, your credit card data (including your card number, expiration date, name and address) will be stored in a secure “vault” system with Stripe. The stored card data will then be used to make recurring payments (monthly or yearly at Your option).
CloudCentric shall not be held liable for the security of third party servers. Information about the security policies of Stripe may be viewed at https://stripe.com/us/terms
5.0 TERM AND TERMINATION
The initial term of this Agreement and these Terms will commence on the date that You click the “I HAVE READ AND AGREE” button to these Terms (or the first date on which you use the Service, whichever comes first) and will remain in effect for one year (“Initial Term”). If You wish to terminate the Services at any time, you must notify CloudCentric by phone or U.S. mail. If You fail to notify CloudCentric of Your intent not to renew, this Agreement will be automatically renewed, thirty (30) days prior to the end of the current Initial or Renewal Term for an additional period of one year at the CloudCentric then-current rates and charges. If You agree to a Renewal Term, or fail to cancel the services as set forth herein, this Agreement will be renewed at the then-current rates and fees. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.
5.2 Cancellation/Termination by You
You may cancel Your Service and terminate these Terms at any time. If You cancel the Service before the end of the Initial or Renewal Term, Your Service and access to the Service will be discontinued immediately. To the extent the payments you have made to CloudCentric exceed the value of Services provided by more than the current cost of one month’s service, upon cancellation/termination you will be refunded such excess amount. You agree that from any such refund, CloudCentric may deduct its transaction costs including credit card transaction processing costs.
5.3 Termination by CloudCentric
CloudCentric may terminate these Terms at any time upon notice to You. Notwithstanding anything to the contrary herein, CloudCentric may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from CloudCentric’s servers, or remove any Content within the Service, if CloudCentric concludes, in its sole discretion, that You (a) have breached, violated, or acted inconsistently with the letter or spirit of these Terms, including any applicable CloudCentric Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information; (c) have failed to keep your Account Information complete, true, and accurate; (d) fail to respond to any email communication sent to the email address listed in your Account Information; (e) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (f) are engaged in activities or sales that may damage the rights or reputation of CloudCentric or others (each “Termination for Cause”). Any Termination for Cause by CloudCentric will take effect immediately, and You expressly agree that You will not have any opportunity to cure. If Your CloudCentric access is terminated for any reason, these Terms and Your access to the Service will also be terminated.
5.4 Termination for Cause by Either Party
In addition to any other right to terminate set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from CloudCentric; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
5.5 Termination – Legal Event
In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes CloudCentric to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, CloudCentric may suspend or terminate the Service, or terminate these Terms without liability.
5.6 Deletion of Content
Upon any termination of the Service, CloudCentric reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, mailing lists, files, email, and any web pages generated by You or the Service. CloudCentric accepts no liability for such deleted information or content. CloudCentric, at its sole discretion may archive your terminated site for any length of time it chooses. Your archived site will not be publically viewable, but its data and related files will remain on CloudCentric’ servers. If you choose to re-activate your service, CloudCentric may then re-activate your archived site, but is not mandated to do so. Re-activation will be handled on a case by case basis, and may be subject to additional fees.
5.7 Responsibility for Fees
Should CloudCentric terminate your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any).
You expressly waive any statutory or other legal protection in conflict with the provisions of this Section 5.
As part of the Service, You agree to receive product update communications and such other communications as are expressly provided herein related to the Service.
6.1 CloudCentric in its discretion may send notifications to You when a form is filled out and submitted on Your site. CloudCentric is not bound to provide such notifications, however, and shall not be liable in the event that a notification is not sent. It is Your duty to check Your site for submitted forms.
6.2 CloudCentric may give the option to receive such notifications by text message. If You select such method for notification, You are responsible for any fees charged by Your carrier, if any fees apply.
7.0 PRIVACY AND ACCEPTABLE USE
7.1 CloudCentric Policies
As part of Your Registration Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service. You also understand and agree that the Service may include certain communications from CloudCentric, such as service announcements and administrative messages, that these communications are considered part of CloudCentric membership, and that You will not be able to opt out of receiving them.
You understand and agree that use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to Your computer systems, networks, and any and all information stored therein. ALL INFORMATION TRANSMITTED AND RECEIVED THROUGH THE INTERNET CANNOT BE EXPECTED TO REMAIN CONFIDENTIAL AND CloudCentric CANNOT AND WILL NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NONCORRUPTION OF ANY INFORMATION SO TRANSMITTED, OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. CloudCentric SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF YOUR CONNECTION TO OR USE OF THE INTERNET, AND CloudCentric SHALL NOT BE RESPONSIBLE FOR ANY USE BY YOUR INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE, OR REGULATION OR ANY VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANOTHER.
Use of any information transmitted or obtained by You using the Internet is at Your own risk. CloudCentric specifically denies any responsibility for the accuracy or quality of information obtained through its network, including as a result of failure of performance; error; omission; interruption; corruption; deletion; defect; delay in operation or transmission; computer virus; communication line failure; theft or destruction or unauthorized access to, alteration of, or use of information or facilities; or malfunctioning websites.
7.2 Prohibited Uses
In addition to those matters set forth in the CloudCentric Policies, You shall not post, transmit, retransmit, or store material on or through any of the Services which, in the sole judgment of CloudCentric (i) is in violation of any local, state, federal, or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory, or that otherwise could adversely affect any individual, group, or entity (collectively, “Persons”), or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of “pirated” or other software products that are not appropriately licensed for Your use.
You agree to indemnify and hold harmless CloudCentric from any claims resulting from the use of the Services which damages You or any other party. CloudCentric reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers, and other principals, Your sites, and the materials comprising the sites at any time. These investigations will be conducted solely for CloudCentric’s benefit, and not for Your benefit or that of any third party. If the investigation reveals any information, act, or omission, which in CloudCentric’s sole opinion, constitutes a violation of any local, state, federal, or foreign law or regulation, or the CloudCentric Policies, CloudCentric may immediately shut down the site, and notify You of the action. You agree to waive any cause of action or claim You may have against CloudCentric for such action.
7.3 Advertising and Promotions
CloudCentric may run advertisements and promotions within its Service and the manner, mode and extent of such advertising by CloudCentric is subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. You agree that CloudCentric 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 advertisers on the Service.
7.4 Abusive User Behavior
CloudCentric reserves the right to take any action it deems necessary at its sole discretion, including, without limitation, account termination or suspension, to protect against such abusive or harmful behavior on the Internet and on the CloudCentric Service. You agree that CloudCentric shall not be responsible or liable for any loss or damage of any sort incurred by You, or any third party, as the result of CloudCentric taking or not taking any actions in response to any actual or perceived abusive user behavior.
8.0 OWNERSHIP AND SECURITY
You will receive a password from CloudCentric to provide access to and use of Your Service, and You agree to keep Your password confidential and You bear full responsibility for protecting your password and not allowing unauthorized users to obtain it. You agree that you will only authorize additional users to use your login information after they have agreed to be bound by this Terms and Services Agreement. You are entirely responsible for maintaining the security of Your Service, and You are fully responsible for all activities that occur under Your Service and password, and any other actions taken in connection with the registered domain name, including any email accounts or sub-accounts that You create for You or other individuals (“Domain Email Users”). You agree to immediately notify CloudCentric of any unauthorized uses of the Service or any other breaches of security. CloudCentric cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will CloudCentric be liable, in any way, for any acts or omissions of You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.
8.1 You understand that any security software or device has inherent limitations, and that it is Your duty to decide whether the security offered through CloudCentric services meets such needs. You understand that CloudCentric shall not be held liable for any breaches of such security measures. In the event of a breach of CloudCentric’ security measures, CloudCentric will not be liable for any actions taken by an unauthorized third party, including but not limited to interruption of the Service, deletion of content, posting of offensive material, redirection of a site, or theft of information. You understand that You should not store confidential content on Your site which could cause injury in the event of unauthorized access.
8.2 While CloudCentric will take precautions to prevent unauthorized access over the phone to Your account, CloudCentric will not be liable if a third party fraudulently procures access over the phone to Your account.
8.3 CloudCentric may offer You an option to disable the downloading of content, such as media, from Your site by third parties. You understand that such disabling software is subject to inherent limitations and is not guaranteed to prevent the downloading of content from Your site. It is Your duty to decide whether the inherent limitations of such disabling software meets your requirements. CloudCentric shall not be liable in the event that content is downloaded from Your site.
9.0 CONTENT AND SOFTWARE
9.1 Content and Conduct Rules
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not CloudCentric, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Service. The Content must comply with these Terms, including applicable CloudCentric Policies, and any applicable law or regulation.
9.3 Content Ownership
CloudCentric does not claim ownership of the Content You place on Your Service. By submitting Content to CloudCentric for inclusion on Your Service, You grant CloudCentric and its successors and assignees, a worldwide, royalty-free, and nonexclusive license under Your copyrights and other intellectual property rights, if any, in all material and content displayed in Your web site to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any CloudCentric property or facility the results of search queries and comparisons conducted on CloudCentric. You also grant CloudCentric the right to maintain such content on CloudCentric’s servers during the term of these Terms and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated. All data and files related to your site are archived on CloudCentric servers. You grant CloudCentric the right to archive and maintain, at CloudCentric’ sole discretion, all data and files related to Your site; in the event of termination of the Service, CloudCentric may maintain your archived site for any length of time it chooses. CloudCentric may utilize your archived site should you request reactivation of the Service, but it is not mandated to do so. Reactivation will be handled on a case by case basis.
You acknowledge that CloudCentric does not prescreen Content, but that CloudCentric 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 Service. Without limiting the foregoing, CloudCentric and its designees shall have the right to remove any Content that violates these Terms, including any applicable CloudCentric Policies, is illegal, or is otherwise objectionable as determined in CloudCentric’s sole discretion. You agree that You 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.
9.4 CloudCentric Web Hosting Function
You acknowledge that the Web Hosting service is offered as a platform to host and serve web pages and web sites and is not offered for other purposes, such as remote disk space storage. Accordingly, You understand and agree to use the web hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol, Adobe’s Flash Player or other equivalent technology. CloudCentric Web Hosting is designed to serve the web hosting needs of small organizations. It is not intended to support the greater web hosting needs of large enterprises.
CloudCentric Web Hosting is also a shared web hosting service, which means a number of customers’ web sites are hosted from the same server. To ensure that CloudCentric Web Hosting is reliable and available for the greatest number of users, a customer’s web site usage cannot adversely affect the performance of other customers’ sites. Additionally, the purpose of CloudCentric Web Hosting is to host web sites, not store data. Using an account primarily as an online storage space for archiving electronic files is prohibited. You further agree that if, at CloudCentric’s sole discretion, You are deemed to have violated this section, CloudCentric may suspend or terminate Your account without notice to You and with no liability to CloudCentric.
9.5 Third Party Products or Services
If You give a CloudCentric employee, agent or representative any log-in information related to a third party service or product, You will be deemed to have automatically consented to such CloudCentric employee, agent or representative making changes related to such third party product or service. CloudCentric is not responsible for any damage done as a result of those changes.
9.6 Mobile Devices
While CloudCentric may within its discretion provide site functionality on mobile devices, CloudCentric makes no guarantees regarding this functionality on mobile devices. CloudCentric is not to be held liable should any damages arise as a result of non-functionality on a mobile device.
9.7 Media Content
CloudCentric may provide You with tools or assistance in making media content available for download or viewing by end-users, including but not limited to podcasts, graphics, videos, and streaming data. CloudCentric may also assist in making such content available through third-parties. However, in the event that such media content does not work correctly or that access to such content is interrupted, CloudCentric is not to be liable for any resulting damages. In the event that a third party removes such content from their services, for any reason, CloudCentric will not be liable for any resulting damages.
10.0 CloudCentric WEB DEVELOPMENT
10.1 Your Service
With the CloudCentric Web Development Solution, You can use the Service to facilitate the creation and maintenance of an interactive online web site (“Your Service”) for the benefit of your organization. You acknowledge and agree that You will be solely responsible for all communications of Your Service including without limitation offers made and materials used or displayed, and all acts or omissions that occur in connection with Your account or password. The services of certain organizations may be subject to additional requirements. You agree that Your use of the Service and Your Service will be in compliance with these Terms, any applicable laws and regulations at all times. You agree to display on Your Service Your contact information, including but not limited to Your organization name, address, telephone number, fax number, and email address. You also agree to update such information to keep it true, accurate, current, and complete.
10.2 Representations and Warranties
You represent and warrant that You have full power and authority under all relevant laws and regulations: (a) to make the offers and use and display the materials at Your Site, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and promotion of services offered at the Site and (b) to copy and display the materials used or displayed at the Site.
10.3 Suspension or Termination of Store
In addition to that right set forth in Sections 5.3 & 5.4, CloudCentric reserves the right to terminate Your Service, or refuse to host or continue to host any web site which it believes, in its sole discretion:
(a) has caused a significant number of complaints for which it is at fault; or (b) has become the subject of a government complaint or investigation. Additionally, CloudCentric reserves the right to review and remove any Site at any time for non-compliance with these Terms.
10.4 Organization Information
CloudCentric maintains information about You and Your Service on CloudCentric servers, including, but not limited to, Your Account Information, Your customer order information, sales information, and clickstream data (“Organization Information”). Your individual Organization Information may be internally maintained and utilized by CloudCentric for research, marking and other promotional purposes. In dealing with third parties, You grant to CloudCentric a non-exclusive, worldwide, royalty-free, perpetual license to use Organization Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that CloudCentric may disclose Organization Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce these Terms; (d) to respond to claims that You or the Site is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of CloudCentric or others; provided, however, that nothing in this Section shall impose a duty on CloudCentric to make any such disclosures.
10.5 Deletion of Organization Information
You agree that CloudCentric may delete Organization information from CloudCentric servers to the extent that such information exceeds the storage level provided for by these Terms and CloudCentric’s fee schedule.
10.6 Technical Access
You acknowledge and agree that technical processing of Organization information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. You also acknowledge and agree that CloudCentric may access Your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.
11.0 CloudCentric DOMAINS
11.1 For CloudCentric Domains, the Service includes assisting You in acquiring or moving a domain name (i.e. web address) as well as providing you access to certain CloudCentric software to facilitate your use of the Service. CloudCentric makes no guarantees regarding the interaction of your web address with search engines. If You are switching Your site to the Service provided by CloudCentric, CloudCentric shall not be liable for non-functionality of prior links, URL’s or bookmarks.
PLEASE NOTE: WITH RESPECT TO CloudCentric DOMAINS, NOTHING IN THE AGREEMENT OBLIGATES CloudCentric TO LIST OR LINK TO YOUR DOMAIN NAME OR PROVIDE WEB SITE HOSTING SERVICES IN CONNECTION WITH YOUR DOMAIN NAME BEYOND THAT PROVIDED WITHIN THE SERVICE.
11.2 Using a Preexisting Domain Name
If You have previously registered a domain name with another provider and want to use it with the Service, You must request that the existing registrar change the name servers for the domain name as designated by CloudCentric, on Your behalf.
PLEASE NOTE: THE EXISTING REGISTRAR WILL CONTINUE TO BE THE REGISTRAR FOR THAT DOMAIN, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR EXISTING PROVIDER, INCLUDING RENEWAL FEES. THE FEES PAYABLE TO CloudCentric FOR THE SERVICE DO NOT INCLUDE REGISTRATION OR RENEWAL FEES OWED BY YOU TO YOUR EXISTING PROVIDER.
11.3 Verifying Your Domain Name Information
In compliance with ICANN regulation and Your registrar’s Terms and Conditions, and in order to minimize the risk of fraud, CloudCentric may at any time request You to verify any information required to be supplied by a registrant. If You fail to respond to any such request or fail to verify any such information to CloudCentric’s reasonable satisfaction, within 15 days of any such request from CloudCentric, CloudCentric may, in its sole discretion, immediately terminate Your Service and remove any of Your materials, including Your domain name, from CloudCentric servers.
11.4 If You choose to register a domain name using a private domain registration which will substitute certain information relating to the registration of the Domain Name, such as the name, postal address, email address, telephone number, and fax number of the administrative contact, technical contact, and billing contact, and where applicable, the postal address, telephone number, and fax number of the registrant contact (“Contact Details”), but not the organization name, the following terms also apply:
(a) You agree to keep all information provided to CloudCentric complete, true, and accurate at all times.
(b) You understand that your billing and contact information must be complete, true, and accurate at all times.
(c) You will not use or attempt to use the service to avoid any legal obligations, including without limitation any requirements to register Yourself or any entity with the appropriate governmental organizations, or to avoid, resist, or make more difficult the service of legal process on You, or any legal entity.
(d) You will respond in a timely manner to any communications from CloudCentric or any communications from a third party forwarded to You by CloudCentric.
(e) NOTWITHSTANDING THE PRIVATE DOMAIN REGISTRATION FEATURE OF THE SERVICE, YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT CloudCentric AND/OR YOUR REGISTRAR MAY DISCLOSE THE CONTACT DETAILS REGARDING THE RELEVANT DOMAIN NAME WITHOUT ANY LIABILITY TO YOU, IF CloudCentric OR YOUR REGISTRAR CONSIDERS, IN THEIR SOLE DISCRETION, THAT DISCLOSURE IS NECESSARY OR DESIRABLE TO COMPLY WITH THE REQUIREMENTS OR DIRECTIONS OF ANY GOVERNMENT AGENCY, OR REGISTRY, ANY APPLICABLE LAW, REGULATION OR RULE, SUBPOENA, COURT ORDER, OR ENFORCEMENT AGENCY REQUEST; OR IF ANY THIRD PARTY INSTITUTES PROCEEDINGS AGAINST CloudCentric OR YOUR REGISTRAR, OR THREATENS TO TAKE PROCEEDINGS AGAINST EITHER ALLIEDCOMM OR YOUR REGISTRAR, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE RELEVANT DOMAIN NAME.
12.1 You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business within the United States as defined and set forth at: http:// www.export.gov and http://www.treas.gov/ofac. You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction You operate or do business. You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including, but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of CloudCentric, provide CloudCentric assurance of Your compliance with those laws. You acknowledge that CloudCentric exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the CloudCentric Policies.
12.2 You are responsible for charging and collecting from Your end-user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between CloudCentric and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that You have agreed to pay or impose on and/or collect from end users or Your other retail customers, You agree to indemnify and hold harmless CloudCentric for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from CloudCentric due to Your failure to pay or collect and remit such tax to such authority.
CloudCentric reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available.
You agree to indemnify and hold harmless CloudCentric, and its parents, subsidiaries, affiliates, co-branders or other partners, officers, directors, shareholders, employees, and agents, from any claim, action, demand, or investigation, including reasonable attorney’s fees, made by You or any third party arising out of or in connection with the operation, condition or content, (Your Content) of your webpage, Your conduct, Your use of the Service, the goods or services offered or sold through Your Service, any alleged violation of these Terms, including any applicable CloudCentric Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service, including Internet graphical or nongraphical interface; any use of Internet facilities conducted or permitted by You; the conduct of any business, advertising, marketing, or sales in connection therewith; and any negligent or illegal act or omission of You or any of Your agents, contractors, servants, employees, or other users or accesses.
If notified of any allegedly infringing, defamatory, damaging, obscene, illegal, or offensive use or activity, CloudCentric may (but shall not be required to) investigate the allegation, or refer it to You or a third party for investigation, and CloudCentric reserves the right to remove or request the removal of the applicable content from the Web page or any other text or item linked to the Internet. If You refuse such request, CloudCentric may, at its option, immediately remove the subject Web page or other text or item from the Internet, suspend the Services provided hereunder, or terminate this Agreement. CloudCentric shall not be liable for any damages incurred by Customer as a result of such action.
CloudCentric reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.
15.0 RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of CloudCentric.
16.0 GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that CloudCentric may establish general practices and limits concerning use of the Service.
16.1 CloudCentric may utilize data backup services in case of data loss, however, any such benefit shall be utilized at the discretion of CloudCentric and CloudCentric is in no way bound to provide such benefits. CloudCentric shall not be held liable in the event of any data loss. It is Your responsibility to back up Your own files, and CloudCentric Web Hosting Services are not be used as a backup service.
17.0 MODIFICATIONS TO AND DISCONTINUATION OF SERVICE
CloudCentric reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that CloudCentric shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.
18.0 DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) THE SERVICE AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CloudCentric EXPRESSLY DISCLAIMS 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 NONINFRINGEMENT.
(b) YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
(c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.
(d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT(i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
(f) CloudCentric ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
19.0 LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CloudCentric AND ITS AFFILIATES, COBRANDERS, OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS,SHALL NOT BE LIABLE,UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CloudCentric HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.
CloudCentric’S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO CloudCentric OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT CloudCentric HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Notices under these Terms shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to CloudCentric, such notices shall be addressed to 113 Columbus St, Ste. 100, Alexandria VA. If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. CloudCentric may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You generally on the Service.
21.0 CHOICE OF LAW AND FORUM (LOCATION OF LAWSUIT)
In connection with the Service, the legal relationship between You and CloudCentric shall be subject to the following. If any provision(s) of these Terms and any related agreements (“Agreements”) between You and CloudCentric is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.
CloudCentric’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CloudCentric in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by CloudCentric.
This Agreement may not be assigned in any manner by You without the express, prior written permission of CloudCentric. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts in the County of Fairfax, Virginia (the “Virginia Courts”) for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Virginia Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Virginia courts represent the exclusive jurisdiction for all disputes relating to this Agreement.
22.0 FORCE MAJEURE
Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of CloudCentric), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If CloudCentric is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of CloudCentric.
Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of CloudCentric, and any attempted assignment or delegation without such consent will be void. CloudCentric may assign this Agreement in whole or part. CloudCentric also may delegate the performance of Services to third parties, including CloudCentric affiliates. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
24.0 RELATIONSHIP OF PARTIES
This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between CloudCentric and You. Neither CloudCentric nor You will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.
25.0 NO THIRD-PARTY BENEFICIARIES
CloudCentric and You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or Your customers.
26.0 COPYRIGHTS AND COPYRIGHT AGENTS
CloudCentric respects the intellectual property of others, and we ask that You do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent for notice the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual-property interest;
(b) a description of the copyrighted work or other intellectual property 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 email address;
(e) a 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 or intellectual-property owner or authorized to act on the copyright or intellectual-property owner’s behalf.
The Copyright Agent for notice of claims of copyright or other intellectual-property infringement can be reached as follows:
By email: copyright@CloudCentric.tech
27.0 INTEGRATION AND SEVERABILITY
These Terms constitute the entire agreement between You and CloudCentric and govern Your use of the Service, superseding any prior agreements between You and CloudCentric (including, but not limited to, any prior versions of these Terms) pertaining to this Service. You also may be subject to additional terms and conditions that may apply when You use affiliate or other CloudCentric services, third-party content, or third-party software. If any provision of these Terms or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. 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 Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.
The provisions of Sections 3, 4, 5, 7, 8, 9, 10 and 11 through 28 will survive any termination or expiration of these Terms.