By accessing or using this web site (including any website owned or operated by CloudPassage, Inc. (“CloudPassage”), the “Site”) in any manner, you are agreeing to be bound by these web site Terms and Conditions of Use (the “Terms”) without any modification and to the exclusion of all other terms. You agree that you will be responsible for compliance with all applicable laws and regulations, including any applicable local laws. If you do not agree with any of these Terms, you are prohibited from using or accessing the Site. The materials contained in the Site are protected by applicable copyright and trademark law and other applicable proprietary rights and laws. If you are entering into these Terms on behalf of an entity, then you represent and warrant that you are authorized to bind such entity to these Terms.
The Site is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you are at least 13 years old, you are of legal age to agree to these terms and conditions or you have your parents’ permission to do so, and that all registration information you submit is accurate and truthful. CloudPassage may, in its sole discretion, refuse to offer the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.
As a condition to using certain aspects of the Site, you will be required to register with CloudPassage and select a password and screen name (“CloudPassage User ID”). You shall provide CloudPassage with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account. You shall not (i) select or use as a CloudPassage User ID a name of another person with the intent to impersonate that person; (ii) use as a CloudPassage User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a CloudPassage User ID a name that is otherwise offensive, vulgar or obscene.
CloudPassage reserves the right to refuse registration of, or cancel a CloudPassage User ID in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your CloudPassage password. You shall never use another user’s account without such other user’s express permission. You will immediately notify CloudPassage in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
The Site may provide you with the ability to upload, submit, disclose, distribute or otherwise post (hereafter, “posting”) data, text, photographs, graphics, visualizations, videos, audio clips, written forum comments, software, scripts, works of authorship or other information or content, to the Site (“User Submissions”). By posting User Submissions on or at the Site, you agree to the following:
You hereby grant CloudPassage a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site any suggestions, enhancement requests, recommendations or other feedback that you provide to CloudPassage relating to the operation of the Site.
CloudPassage does not endorse and has no control over any User Submission. CloudPassage cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all content accessed by you using the Site and all User Submissions provided by you are is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
CloudPassage has no obligation to monitor the Site or User Submissions. CloudPassage may remove any User Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Submission), or for no reason at all.
The Site and all materials on the Site (including with limitation any User Submissions) are provided "as is". CloudPassage makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, CloudPassage does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall CloudPassage or its directors, employees, agents, partners, suppliers be liable under any contract, tort, strict liability, negligence or other legal or equitable theory with respect to the Site or your use thereof for (i) any direct damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) in excess of one-hundred U.S. dollars ($100.00), or (ii) any special, incidental, indirect, consequential or punitive damages of any kind whatsoever, even if CloudPassage or a CloudPassage authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
The materials appearing on CloudPassage's web site could include technical, typographical, or photographic errors. CloudPassage does not warrant that any of the materials on its web site are accurate, complete, or current. CloudPassage may make changes to the materials contained on its web site at any time without notice. CloudPassage does not, however, make any commitment to update the materials.
CloudPassage has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by CloudPassage of the site. Use of any such linked web site is at the user's own risk, and you acknowledge that CloudPassage shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by on in connection with your use of such linked websites or any content or materials contained therein.
You shall defend, indemnify, and hold harmless CloudPassage, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to i) your use or misuse of, or access to, the Site or otherwise from your User Submissions, (ii) your violation of these Terms, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. CloudPassage reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with CloudPassage in asserting any available defenses.
CloudPassage may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Any claim relating to CloudPassage's web site shall be governed by the laws of the State of California without regard to its conflict of law provisions.
A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and CloudPassage agree that any cause of action arising out of or related to the Site must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.
These Terms are the entire agreement between you and CloudPassage with respect to the use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and CloudPassage with respect to the Site. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. CloudPassage shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond CloudPassage’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with CloudPassage’s prior written consent. CloudPassage may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
As CloudPassage asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that any material located on or linked to by or through the Site violates your copyright, you may notify CloudPassage in accordance with the following policy. The address of CloudPassage’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.
It is CloudPassage’s policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.
A. Procedure for Reporting Copyright Infringements:
If you believe that content residing on or accessible through the Site infringes a copyright, please send a written notice of copyright infringement containing the following information to the Designated Agent listed below:
B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:
It is CloudPassage’s policy:
C. Procedure to Supply a Counter-Notice to the Designated Agent:
If the content provider, member or user believes that the content that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:
If a counter-notice is received by the Designated Agent, CloudPassage’s may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at CloudPassage’s discretion.
Please contact CloudPassage’s Designated Agent to Receive Notification of Claimed Infringement below.
Designated Agent to Receive Notification of Claimed Infringement:
ATTN: Legal Department
180 Townsend Street, Third Floor
San Francisco, CA 94107
Phone: (415) 886-3020
Questions regarding these Terms, the CloudPassage Privacy Statement (which is hereby incorporated into these Terms by this reference), or the information practices of the CloudPassage Site should be directed to CloudPassage Privacy by mailing:
ATTN: Privacy Office
180 Townsend Street, Third Floor
San Francisco, CA 94107