This Terms of Use Agreement was last updated on May, 18, 2015.

Terms of Use Agreement CLOUDYLE GmbH

Thank you for using the CLOUDYLE software and service. Please read these Terms of Use carefully before using CLOUDYLE software and services. In order to use CLOUDYLE software or services, you must accept the Terms of Use. By using CLOUDYLE software and services, you agree to be bound by these Terms. The agreement is between you and CLOUDYLE GmbH. If you are an individual acting on behalf of an entity, you represent that you have the authority to enter into this on behalf of that entity.

COUDLYE may modify the Terms of Use from time to time, please see section 13.3 for details.

 

1. Scope of the Agreement

1.1. The Terms of Use describe the agreement on which CLOUDYLE offers you access to its PaaS+ Platform, software, services and add-ons („services“) as defined below. This offer is conditioned on your agreement to all of the terms and conditions contained in the Terms of Use Agreement, including the policies and terms linked to or otherwise referenced in these terms, all of which are hereby incorporated into this agreement.

 

2. Description of Services and Content

2.1. The services includes a) the PaaS+ Platform that lets you upload, deploy and operate software for access and use of customers, b) the services made available by CLOUDYLE through the Platform, c) services provided by third parties, support, user forums and knowledge base systems, d) all software, data, text, images, sounds, video, and content made available through the services, collectively referred to as the content. Any new features added to or augmenting the service are also subject to this Terms of Use.

2.2. Content means any content or data, including but not limited to applications whether developed in connection with the services or otherwise, software code, documentation, materials, information, text files, images and/or trademarks associated with your account or use of the services and not provided by CLOUDYLE. You are solely responsible for the use and deployment of content in connection with the services and in compliance with this agreement.

2.3. You grant to CLOUDYLE and any third party service provider on whose services we may depend to provide the services, a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to make, use, reproduce, prepare derivative works from, distribute, sell, offer to sell, import, perform and display content for the purpose of providing the services to you. Except as set forth in this section, CLOUDYLE obtains no rights in content under this agreement.

 

3. General Condition of Use

3.1. In order to access the platform and the services you will be required to create an account. You may create only one account per email address and you must verify that the email address you have provided is valid and will remain valid during the term of this agreement. You are responsible for maintaining the confidentiality of your account password, and you are responsible for all activities that occur in connection with your account. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts.

3.2. You agree to comply with all applicable local, state, federal, and national laws, statutes, ordinances and regulations and not to violate these Terms of Use. You agree not to threaten, stalk, harm, harass, defame, or abuse others, or promote bigotry or discrimination, or otherwise violate or infringe upon the legal rights of others (including rights of privacy, breaches of confidence, and/or intellectual property or proprietary rights, including but not limited to any copyrights, trademarks, patents, trade secrets, moral rights, rights of publicity). CLOUDYLE makes no representations or warranties regarding the suitability of the services for use by you, or the services compliance with the requirements of any applicable laws, regulations or industry standards.

3.3. If you provide your users with access to content and/or the services, you undertake responsibility for all content posted and activity that occurs in the account, even when content is posted by others. You are responsible for any third party that you enable or authorize to have access to the services and you will be deemed to have taken any action that you permit, facilitate or assist your users in taking relating to this agreement, content or use of the services. You must ensure that your users comply with the Terms of Use and you agree that if you become aware of any violation by one of your users, you will terminate that user’s access immediately.

3.4. By using the platform and/or services there may be third party software/services available to you by CLOUDYLE or third parties on or in connection with the platform or the services. CLOUDYLE provides no warranty, does not necessarily support and has not necessarily confirmed the validity, functionality or screened the content of such Third Party Services and any use is at your own risk.

 

4. Fees for Use, Payment

4.1. For all purchased services you must enter a valid credit card. The services are billed in advance and the pre-payment is non-refundable.

4.2. An upgrade from a free trial to any paying service will immediately bill you.

4.3. There will be no refunds or credits for partial months/years of service, upgrade/downgrade refunds, or refunds for months/ years unused with an open paid account. In order to treat everyone equally, no exceptions will be made.

4.4. For any upgrade or downgrade in service level while on a monthly billing cycle, the credit card that you provided will automatically be charged the new rate on your next billing cycle.

4.5. CLOUYDLE provides an interface for the account owner to change credit card information. CLOUDYLE uses a third-party intermediary to manage credit card processing. This third-party credit card processor is not permitted to store, retain, or use your billing information except for the sole purpose of credit card processing. Your payment information is encrypted and sent directly to our payment processor. CLOUDYLE do not store any of your credit card data.

4.6. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

4.7. Please note that downgrading your service may cause the loss of Content, features, or capacity of your account. CLOUDYLE does not accept any liability for such loss.

4.8. CLOUDYLE reserves the right to change its fees for any of its services at any time without prior notice to you. Such notice may be provided at any time by posting the changes to the site of CLOUDYLE or the service itself.

 

5. Cancelling and Termination

5.1. You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the account link in the global navigation bar at the top of the screen. The account screen provides a simple no questions asked cancellation link.

5.2. All of your content will be immediately deleted from the service upon cancellation. This information can not be recovered once your account is cancelled.

5.3. If you cancel the service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.

5.4. CLOUDYLE reserves the right to refuse the service to anyone, for any reason, at any time.

 

6. Intellectual Property

6.1. You acknowledge and agree that the service and any necessary software used in connection with the service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or in information presented to you through the service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us or our advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the service, in whole or in part. CLOUDYLE does not want to receive confidential or proprietary information from you through the service or by email. Unless otherwise agreed in writing by an authorized CLOUDYLE representative, any material, information or idea you transmit to us by any means may be disseminated or used by us or our affiliates without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. However, this provision does not apply to Content (as defined herein), or to personal information that is subject to our Privacy Policy.

 

7. Linking

7.1. The services may contain links to external sources, websites or content that are not owned, created or managed by CLOUDYLE. Because CLOUDYLE has no control over such sites and resources, CLOUDYLE are not responsible for the availability of such external sites or resources, and CLOUDYLE does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. CLOUDYLE is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

 

8. Continuing Business

8.1. Nothing in this Terms of Use will preclude or limit CLOUDYLE from providing software, materials or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to you.

 

9. Limitation of Liability

9.1. In no event will CLOUDYLE be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if CLOUDYLE has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) 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; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service. Our aggregate liability for all claims relating to the service shall not exceed the amounts paid by you to for the last months of the service in question.

9.2. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to you.

 

10. Disclaimer of Warranty

10.1. You understand and agree that the software and services may contain bugs, errors and/or inadequacies. For all circumstances and to the maximum extent permitted by applicable law, the services and software of CLOUDYLE, its affiliates and any third party services are provided “as is”, “as available” and without warranties or conditions of any kind, including the implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Neither CLOUDYLE nor its affiliates make any guarantee or warranty that the use of software, services and/or any third party services will be secure, uninterrupted, comply with regulatory requirements, be error free or that CLOUDYLE will correct all software and/or service errors. Without limiting the generality of the foregoing disclaimer, the services are not specifically designed, manufactured or intended for use in (a) the planning, construction, maintenance, control, or direct operation of nuclear facilities, (b) aircraft navigation, control or communication systems, weapons systems, or (c) direct life support systems. You agree that you are solely responsible for the results obtained from the use of the services.

 

11. Copyright and Privacy

11.1. Protecting your privacy personal data is a serious matter and doing so is very important to COUDLYE. In order to provide more detailed information, please read our Privacy Policy.

11.2. If your deployment does collect, process and use third party personal data, you are responsible for complying with applicable data protection law.

 

12. Indemnity

12.1. You will indemnify and hold harmless CLOUDYLE, and its affiliates, employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs and expenses (including attorneys’ fees) arising out of or relating to any indemnified party by any third party in connection with your use oft the service, your violation of this Terms of Use, your violation of any third party right, including also any intellectual property right, or any claim that use of your content caused damage to a third party.

 

13. Miscellaneous

13.1. Place of performance is Hannover, Germany, where the CLOUDYLE office is registered.

13.2. The agreement is subject to German law, excluding of the UN Convention on Contracts for the International Sale of Goods. The parties submit to the jurisdiction of the courts at CLOUDYLEregistered head office for all disputes arising out of or in connection with this agreement. CLOUDYLE is also entitled to bring claims at the user’s place of performance.

13.3. CLOUDYLE may assign or transfer these Terms of Use, in whole or in part, without restriction. CLOUDYLE will post a revised version or by otherwise requiring you to accept the new revised terms. By continuing to use the software/services after the effective date of any modifications to this agreement, you agree to be bound by the modified terms. It is your responsibility to review this agreement to be aware of the most recent terms. CLOUDYLE last modified this agreement on the date listed at this agreement.

13.4. The English language version of these Terms of Use shall control, however giving full effect to any German terms contained therein.

13.5. CLOUDYLE and you are independent contractors and this Terms of Use will not establish any relationship of joint venture, franchise, partnership, employment, or agency between you and CLOUDYLE.