Last modified: March 28, 2013
Terms of Service
We are pleased to offer to you our services (each a “Service” and collectively, the “Services”). We offer many Services, including Synapse 2.0, and may add or remove Services from time to time. The Services are provided by Cloudzen Inc. and our affiliates (“Cloudzen”, “we”, “our” or “us”).
You agree to these Terms of Service (“Terms”) when you register to use a Service (such date, referred to as the “Effective Date”), so please read them carefully. Certain Services may have additional terms and conditions (“Additional Terms”). If applicable, we shall make those Additional Terms available to you, and they shall become part of your agreement with us if you choose to use those Services. In the event of a conflict between the Additional Terms and these Terms, the Additional Terms shall prevail.
1. Your use of the Services
You agree to follow any additional usage rules that we establish for a Service and make available to you. We may amend the usage rules at any time and may impose limits on your use of, or access to, some or all of the features of a Service, with or without notice.
You may not misuse the Services, or use the Services to harm others or the Services. Examples of misuse of the Services include, but are not limited to, the following:
- using the Services to harm, threaten, or harass another person or organization;
- damaging, disabling, overburdening, or impairing the Services;
- attempting to resell or redistribute any part of the Services or access to the Services;
- using any unauthorized means to modify, reroute, or gain access to the Services;
- using any automated process or service (such as a bot, a spider, or similar) to access or use the Services; and
- obtaining any data from the Services, except the data that we intend to make available to you.
You may use a Service only as permitted by law, and may not use a Service or download or use any related software if doing so would violate applicable export control laws and/or regulations.
Use of a Service does not give you ownership of any intellectual property rights in that Service or the content you access. You may not use content obtained from a Service unless you obtain permission from its owner or are otherwise permitted by law. These Terms do not grant you the right to use any trademarks, service marks, or logos used in the Services. Do not remove, obscure, or alter any legal notices displayed in or along with the Services.
2. Modifying and Terminating the Services
We reserve the rights to add or remove functionalities or features to and/or from the Services; add or relax conditions and or limitations, including the right to impose fees for use of a Service; and suspend or stop a Service at any time, and will not be liable to you or to any third party should we exercise such rights. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance for you to get your information out of that Service.
We may also suspend provision of a Service to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
3. Your Cloudzen Account
To use the Services, you have to register for and maintain a Cloudzen account in a form as required by us (“Account”). You agree to provide accurate information when you register. If you are under age 13, you may use the Services only with involvement of your parent or guardian. You should not reveal, share or otherwise allow others to use your password or Account. You agree that you are personally responsible for the use of your password and Account and for all of the communications and activity on our systems and/or Services that result from use of your login name and password. You may not sell or charge others for the right to use your Account, or otherwise transfer your Account. You may not allow third parties to access the Services via your Account. You agree to notify us immediately at firstname.lastname@example.org of any security breach of your Account.
We retain full control over the administration of your Account and may use our sole judgment on whether to terminate or suspend your Account for misuse of the Services or other inappropriate behavior.
You are solely responsible for any Internet service provider and/or other fees that you may incur from third parties when using your Account and the Services.
5. Your Content in the Services
Certain of the Services may allow you to upload or otherwise submit content, materials and/or other information (“User Content”) to us for purposes of using the Services. Some examples of User Content include, but are not limited to, your custom settings, configurations, icons, avatars, scripts, and other materials you make available. User Content shall, unless otherwise stated, exclude Personal Information and Feedback (as defined below).
You expressly grant to us (and our associates and others we may work with, including any third parties that may acquire our business) the complete and irrevocable, royalty-free, worldwide right to use, reproduce, modify, create derivative works from, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the User Content and derivative works thereof in any form, anywhere on the Services for the purpose for which you submitted or made available, with or without attribution to you, and without any notice or compensation to you of any kind. This right continues even if you stop using the Services.
You represent and warrant that you are the owner of the User Content and/or have all rights, power and authority necessary to grant the licenses and/or rights set out in this Section, and that such User Content does not infringe or violate the rights of any third party, or contribute to or encourage infringing or other unlawful conduct. We do not assume any responsibility or liability for User Content.
Please note that the above grant is necessary for us to have the flexibility to provide the Services to you. We do not claim ownership of your User Content and shall not use User Content in a way that is inconsistent with the purpose for which you submitted it or made available. For example, we may publicly display your public profile picture which is meant to be publicly displayed, but shall not publicly display your private messages to other users.
6. Your Feedback
You may choose to provide feedback, suggestions, ideas, questions, comments, bug reports, or other information to us relating to the Services or the software in the Services (“Feedback”). Any Feedback you provide to us in any manner, whether by electronic mail or otherwise, shall be deemed to be non-confidential and non-proprietary, and you shall have no claim in the ownership of such Feedback. We shall be free to use such Feedback for any purpose on an unrestricted basis, without obligation to pay you compensation or a fee of any kind.
7. Third Party Content
Some of the Services may display content that is not created by us, but by our partners, associates or other users of the Services. This content is the sole responsibility of the person or entity that uploads the content or otherwise makes it available. We do not assume any responsibility or liability for such content. We have the right to review content to determine whether it is illegal or violates our policies, and to remove or refuse to display content that we reasonably believe violates our policies or the law. However, we do not warrant that we will review, screen or remove such content, and have no obligation to you to do so.
8. Copyright Protection
We respond to notices of alleged copyright infringement in accordance with the process set out in the U.S. Digital Millennium Copyright Act and Section 7(D) of our website Terms and Conditions www.cloudzen.tech/cz-termsandconditions.html. We may terminate the Account of an infringer or take any other such action as permitted by law.
9. Software used in connection with the Services
In order to use some of the Services, you may be required to download and install software (“Software”). Such Software may be subject to additional license agreements, which you must agree to in order to use the Service. Some portions of the Software may be offered under an open source license that we will make available to you. You acknowledge and agree that for reasons that include, without limitation, system security, stability, and multiplayer interoperability, we may (but are not obligated to) provide updates, create new versions or otherwise enhance the Software in order to improve the Services. Accordingly, the system requirements to use the Software and/or a Service may change over time.
10. Beta Services and Software
Certain of the Services or Software may be released in a “Beta” version (“Beta Services”) for you to try before the Service or Software is completely finished. If we offer Beta Services, you may elect to use it subject to the following additional provisions:
- your right to use the Beta Services is effective until the earlier of the date we (a) cease to make the Beta Services accessible to you; or (b) issue a final (i.e. non-“Beta”) release of the Beta Services;
- we may make the Beta Services available to you subject to additional terms to which you must agree as a condition for use of the Beta Services, such as requiring that you provide Feedback regarding your use of the Beta Software; and
- you specifically acknowledge that Beta Services are not final and may create incompatibilities or damage to your computer, data, and/or software. Installation and/or use of Beta Services is entirely at your own risk.
11. NO GUARANTEES OR WARRANTY ON SECURITY
CLOUDZEN DOES NOT GUARANTEE OR WARRANT CONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND/OR ACCESS TO THE SERVICES. CLOUDZEN DOES NOT GUARANTEE THAT OUR SERVICES ARE 100% SECURE OR “HACKER PROOF”, AND SHALL BEAR NO LIABILITY FOR THE ACTIONS OF HACKERS OR OTHER THIRD PARTIES THAT MAY INFILTRATE OUR SYSTEMS. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU ARE RESPONSIBLE FOR THE SECURITY OF YOUR COMPUTER SYSTEM.
12. DISCLAIMER OF WARRANTIES
THE ENTIRE RISK ARISING OUT OF USE THE SERVICES REMAINS WITH YOU. CLOUDZEN EXPRESSLY DISCLAIMS (I) ANY WARRANTY FOR THE SERVICES, AND (II) ANY COMMON LAW DUTIES WITH REGARD TO THE SERVICES. THE SERVICES AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATUTE OF ANY OTHER STATE OR NATION IS EXPRESSLY DISCLAIMED. ALSO, THERE IS NO WARRANTY OF TITLE, WARRANTY OF FREEDOM OF INTERFERENCE WITH YOUR ENJOYMENT, OR WARRANTY OF AUTHORITY IN CONNECTION WITH THE SERVICES OR WITH INFORMATION AVAILABLE IN CONNECTION THEREWITH. THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
13. LIMITATION OF LIABILITY / EXCLUSIVE REMEDY
NEITHER CLOUDZEN, ITS LICENSORS, NOR THEIR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL CLOUDZEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES, OR ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE INFORMATION OR THE SERVICES, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF CLOUDZEN’S WARRANTY AND EVEN IF CLOUDZEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY LIMITED REMEDY FAILS.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CLOUDZEN WITH REGARD TO THE SERVICES IS TO DISCONTINUE USE OF THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER KINDS OF DAMAGES EXCLUDED HEREIN, THE LIABILITY OF CLOUDZEN AND ITS AFFILIATES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW IN SUCH STATES OR JURISDICTIONS.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CLOUDZEN AND ITS AFFILIATES FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, THAT ARISE FROM OR IN CONNECTION WITH YOUR BREACH OF THESE TERMS OR FROM THE CONTENT YOU USE AND/OR UPLOAD TO THE SERVICES. CLOUDZEN RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. IN THAT EVENT, YOU SHALL HAVE NO FURTHER OBLIGATION TO PROVIDE INDEMNIFICATION TO CLOUDZEN IN THAT MATTER WITH REGARD TO ATTORNEY FEES. THIS PARAGRAPH SHALL SURVIVE ANY TERMINATION OF YOUR USE OF THE SERVICES.
15. Modification Of and Amendments To These Terms
We may amend these Terms at any time in our sole discretion. We will notify you of any material changes to these Terms by posting the new Terms on our website. Please consult these Terms regularly for any changes. The date of the last revision appears at the top of these Terms. If you do not agree to the amendment, your only remedy is to cancel your Account by emailing us email@example.com.
16. Applicable Law
You agree that these Terms shall be deemed to have been made and accepted in the State of California, and any dispute arising hereunder shall be resolved in accordance with the law of California. Subject to Section 17 (Dispute Resolution; Binding Arbitration; Class Action Waiver), you agree that any claim asserted in any legal proceeding by you against us shall be exclusively commenced and maintained in any state or federal court located in San Francisco, California, and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under these Terms, the prevailing party will be entitled to attorneys’ fees and expenses.
17. Dispute Resolution; Binding Arbitration; Class Action Waiver
- Notice. In the event of any dispute or claim relating to the Services, you or Cloudzen shall give the other party a notice of dispute listing the complaining party’s name, address, and contact information, and summarizing the facts and the relief requested. You shall send notices of dispute to us at firstname.lastname@example.org and insert ‘Cloudzen Services Dispute’ in the subject header of the email. We will send notices of dispute to you to your address if we have it, and otherwise to your email address. Each party shall make reasonable, good faith efforts to resolve any dispute or claim within 60 days from the date the notice of dispute is sent.
- Binding Arbitration and exceptions; Opt-Out; Nature of Arbitration. If we are unable to reach a mutually satisfactory resolution within 60 days of the date of notice of dispute, then we shall proceed to arbitration, except arbitration shall not be used and the parties may address their dispute in court where (i) there is an intellectual property dispute such as a claim of infringement or other violation of intellectual property rights; (ii) small claims court requirements are satisfied; or (iii) applicable law prohibits arbitration. In addition, at any time within 60 days of the Effective Date, you may opt out of arbitration by sending us a written, postage paid notice of opt-out with your name, user name, email address and mailing address at: 560 Sutter Street, Suite 400, 4th Floor, San Francisco, CA 94102, USA. You may also bring your dispute or claim to the attention of any applicable Federal, State or local government agency that has authority by law to seek a remedy from us for you.
- Arbitration Procedure and Rules. The Federal Arbitration Act (the “FAA”) shall apply to the arbitration, which shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and where applicable, the Supplementary Procedures for Consumer-Related Disputes. See www.adr.org for more information. The arbitration may be conducted through the submission of documents, by phone, or in person in the county where you live or in San Francisco, California. The decision of the arbitrator shall be final, except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
- Class Action Waiver. PROCEEDINGS TO RESOLVE OR LITIGATE OR ARBITRATE ANY DISPUTE SHALL BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR CLOUDZEN SHALL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS OR REPRESENTATIVE ACTION OR COLLECTIVE ARBITRATION OR IN ANY OTHER PROCEEDING IN WHICH A PARTY ACTS IN A REPRESENTATIVE CAPACITY. NO ARBITRATION SHALL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES. AN ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF AN INDIVIDUAL PARTY SEEKING RELIEF AND NOT IN FAVOR OF ANY CLASS.
In the event that any provision of these Terms shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of these Terms shall remain in full force and effect. This is the entire agreement between you and Cloudzen with regard to the Services (except for any separate licenses or agreements with respect to the Software). Our failure to enforce these Terms or any portion thereof shall not be viewed as a waiver.
Our obligations are subject to existing laws and legal process and we may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.
Any provision herein which by its nature extends beyond termination of these Terms, including Sections 2, 5, 11 to 14 and 16 to 18, shall survive termination of these Terms.
You agree that these Terms are not intended to confer and do not confer any rights or remedies upon any person other than you and Cloudzen.