Terms and Conditions
This Customer Service Agreement (“Agreement”) is a legal agreement between you (“Customer”) and Cloud IT Services, LLC (“Cloud”). Your access to the Site (defined below) and technical support service providers who are accessible though the Site (“Experts”) is governed only by the policies, terms and conditions below. For convenience, we refer to the [website link] website and any content therein provided by Cloud as the “Site”, we refer to any desktop sharing session or other communications you have via the Internet or telephone related to your Cloud account with the Experts as “e-Support” and we refer to any technical support services you may receive from an Expert related to your Cloud account or the Site, (including e-Support) and their listings on the Site as “Expert Services.”
This Agreement limits Cloud's liability and obligations to you and allows Cloud to change, suspend or terminate your access to and use of the Site, e-Support, your Cloud account and Expert Services in its sole discretion. We urge you to carefully read this Agreement and all policies referenced herein or elsewhere on the Site, which are incorporated herein by reference and form part of this Agreement.
YOU UNDERSTAND THAT BY CLICKING THE “AGREE & JOIN” BUTTON, BY USING THE SITE, ANY EXPERT SERVICES, YOUR CLOUD ACCOUNT OR BY HAVING ANY FORM OF COMMUNICATION WITH AN EXPERT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR EXPERT SERVICES.
1. Eligibility; Limitations on Service
The Site and Expert Services are only available to persons who are at least eighteen (18) years old (an “Adult”). Cloud acts only as an interface to facilitate communications and technical support between Experts and Customers and to collect Fees (defined below) from Customers on behalf of Experts and Cloud is not a party to any relationship or separate agreement entered into between Customers and Experts and disclaims any and all liability relating thereto. CLOUD MAY, IN ITS SOLE DISCRETION, REFUSE TO PROVIDE THE SITE AND CLOUD SERVICES TO YOU FOR ANY REASON OR NO REASON, INCLUDING, WITHOUT LIMITATION, WHEN YOUR TECHNICAL NEEDS ARE UNUSUAL OR BEYOND THE SCOPE OF WHAT IS INTENDED BY CLOUD AS DETERMINED BY CLOUD IN ITS SOLE DISCRETION.
2. Desktop Sharing Services
An Expert may request that a desktop sharing session be initiated in order to provide Expert Services to you. To engage in a desktop sharing session you will have to: (i) download and install the Cloud desktop sharing software application (“Cloud Software”) subject to the terms and conditions of the Cloud Software License Agreement; and (ii) provide the Expert access to your computer using the Cloud Software. You must agree to allow access to your computer to enable the Expert to provide you Expert Services. If you do not, the Expert will not be able to provide you with the Expert Service in question.
THE CLOUD SOFTWARE IS NOT SPYWARE, ADWARE OR MALWARE. IF YOU DOWNLOAD, INSTALL OR USE THE CLOUD SOFTWARE YOU ACKNOWLEDGE AND AGREE THAT THE OPERATION OF THE CLOUD SOFTWARE IS WITH YOUR FULL CONSENT AND KNOWLEDGE THEREOF, SOLELY TO PARTAKE OF AND ENJOY THE EXPERT SERVICES REQUESTED BY YOU.
3. Minimum System Requirements for Expert Services
To partake of Expert Services you must have a validly licensed and working personal computer meeting the minimum requirements described below.
- Windows 98 operating system or newer;
- Internet Explorer version 6 or higher;
- All peripherals must be in good working condition and spyware free.
4. Cloud Accounts and Use of the Site
When you register with Cloud and set up your account, you must:
- provide Cloud with accurate and complete information, including without limitation, your name, address, telephone number, a valid credit card number and any other necessary account information; and
- You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding account information. You agree not to disclose your password to anyone. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your Cloud account, whether or not you have authorized such activities or actions. You agree to notify Cloud of any unauthorized use of your Cloud account or any other breach of security within (24) twenty-four hours of such use being known to you. In the event that your username or password is stolen, please notify Cloud immediately so that a new username or password can be created. Please also use the “password reminder” process made available at the log-in page.
- You agree that you will not permit, enable, introduce or facilitate
- persons who do not have a Cloud account to have access to or use of the Expert Services; and
- other Customers to use a specific Expert Service through your Cloud account, including at the same time that you are doing so.
5. Transaction Fees and Billing
Cloud's Payment Policy is available on the Site, and is incorporated into this Agreement by reference. [link to rates]
6. Termination or Suspension of the Site & Modification of the this Agreement
- Cloud reserves the right, in its sole discretion to modify, discontinue or terminate the Site or service or to modify or terminate this Agreement at any time without advance notice. If we modify this Agreement (or any policies incorporated herein) we will give you notice of the new terms. If any modification to the Site, services or this Agreement is not acceptable to you, your only recourse is to cease using the Site and any Expert Services. Your use of the Site or any Expert Services after we have provided such notice will represent your acceptance of the new terms.
- Without limiting other remedies, Cloud may at any time suspend or terminate your Cloud account and refuse to provide access to the Site or Expert Services without reason or notice to you. Such termination or suspension amounts to a termination of this Agreement by Cloud. In addition, Cloud may notify your bank and/or authorities or take any actions it deems appropriate without notice to you:
- if Cloud suspects that you have failed to comply with any provision of this Agreement or any policies or rules established by Cloud;
- if Cloud is unable to verify or authenticate any billing or payment information you provide to Cloud; or
- if Cloud suspects that your actions may be illegal or cause liability, harm or disruption for you, Experts, Cloud, other Customers, the Site or any other third parties.
- You may cancel your Cloud account at anytime for any reason. Any account cancellation request will be handled within thirty (30) days of receipt of such a request by Cloud. Upon notice of termination or cancellation of an account, your right to use such account and any Expert Services ceases immediately.
- Any suspension, termination or cancellation will not affect your obligation to pay any amounts that are due for Expert Services or any of your other obligations to Cloud under this Agreement. The following provisions will survive any termination of this Agreement or suspension or cancellation of your account: 2, 5(d), 8(b), 9 through 13, 15, 16 and 18.
7. Interaction with Experts and Use of Expert Services
- Cloud acts as a technology service that facilitates the sharing of technical support services between Experts and Customers and does not make editorial or managerial decisions concerning an Expert’s advice or services. Cloud is not responsible for the use or exchange of any information, files or goods between Experts and Customers. Further, Cloud does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by Experts or Customers, including without limitation, the Expert Services provided, comments made by Customers or other information made available through the Site. Cloud assumes no responsibility for monitoring any Customer feedback or otherwise policing its users in any way.
- You are solely responsible for your interactions with Experts and will exercise caution, discretion, common sense and judgment in, using the Site or Expert Services and disclosing personal information to Experts and Cloud. You agree to take reasonable precautions in all interactions with Experts, and you agree that you will never intentionally meet with an Expert in person. Your use of the Site and Expert Services is at your sole risk and discretion and Cloud hereby disclaims any and all liability to you or any third party relating thereto.
- Cloud reserves the right to review and/or record e-Support exchanges and communications, in accordance with applicable law, in order to evaluate compliance with this Agreement. If you ever believe that another Customer or Expert has violated the law or is defrauding, threatening or endangering anyone, Cloud urges you to immediately contact the police directly for help.
8. Additional Customer Obligations
The Site and Expert Services may only be used and accessed for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with the Site and use of Expert Services. In addition, without limitation, you agree to comply with the following:
- You are solely responsible for all equipment necessary to access and use the Site and Expert Services. You understand and agree that prior to your use of any Expert Services it is your responsibility to back-up the data, software, information or other files stored on your computer, its disks and drives. Cloud will not be responsible under any circumstances for any loss or corruption of data and software.
- You will not record or otherwise store any Expert Service sessions that you receive through the Site or those that are related to your Cloud account. Cloud and or the Experts may however record these sessions, in compliance with applicable law.
- You will not use the Site or Expert Services to upload, post, email or otherwise transmit any materials or content that contain software viruses or any other computer code, files or programs designed to
- interrupt, destroy or limit the functionality of any computer software; or
- interfere with the access of any Customer, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Site.
- You will not use the Site or Expert Services for any purpose that is unlawful, fraudulent or contrary to this Agreement and the policies of Cloud and you will cooperate fully with Cloud to investigate any suspected unlawful, fraudulent or improper activity, including, but not limited to, granting authorized Cloud representatives access to any password-protected portions of your Cloud account.
- You will conduct all for-fee communications that you have with Experts only through the Site. You will not circumvent or attempt to circumvent the Site using third-party payment services or otherwise.
- You will not create obscene, offensive, tasteless, defamatory or hateful screen names, or use such obscene, offensive, tasteless, defamatory or hateful content on the Site or in connection with your use of Expert Services.
- You will not use the Site or Expert Services in any manner that harasses an Expert or another Customer or could interfere with any other party’s use or enjoyment of the Site and Expert Services. You will respect the privacy of others and not use the Site or Expert Services for unwelcome, rude or abusive communications or in any other manner as determined by Cloud in its sole discretion.
- You will not attempt to gain unauthorized access to any Cloud account information, computer systems or networks associated with the Site. You will not attempt to obtain any information or materials relating to the Site through any means not intentionally made available through the Site.
- You will not "frame," "mirror" or otherwise copy any portion of the Site.
- You will not use the Site or Expert Services to promote or provide any product or services related to claiming success with or offering information regarding lottery numbers or for purposes of multi-level marketing proposals (for example, offering to help participants “get rich quickly” or “make money surfing the Web”). You will not use the Site to promote bonus items, giveaways, random drawings, prizes, contests or games of chance.
- You will not use the Site or Expert Services to transmit "junk mail," "spam," "chain letters" or unsolicited mass distribution of email or bulletin board postings or transmit solicitation for employees, consultants, or contractors for participation on other websites.
- You will not take any actions which may undermine the Customer comment system used to solicit feedback and comments from Customers, including, without limitation, using secondary Customer names or third parties or leaving negative comments if an Expert fails to perform some action that is outside the scope of the services described in his or her Expert listing, or for another untruthful or malicious reason.
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Cloud services.
- You will not encourage or instruct any other individual to do any of the foregoing or to violate any term of this Agreement and Cloud policies.
9. Customer Comments & Feedback
We invite you to provide Cloud with feedback, comments and suggestions for improvements to the Site and Expert Services (collectively, “Feedback”). You may submit Feedback by filing out a feedback form made available on the Site. You acknowledge and agree that all Customer Comments and all Feedback will be the sole and exclusive property of Cloud. You hereby assign to Cloud and agree to assign to Cloud all of your right, title and interest in and to all Customer Comments and Feedback, including all intellectual property rights therein. At Cloud’s request and expense, you will execute documents and take such further acts as Cloud may reasonably request to assist Cloud to acquire, perfect and maintain its intellectual property rights and other legal protections for the Customer Comments and Feedback.
10. Proprietary Rights and Ownership
Cloud and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site, Cloud technology and the trademarks, service marks and logos contained therein (“Cloud Properties”). Cloud reserves all rights in the Cloud Properties not expressly granted to you in this Agreement.
“Confidential Information” means:
- Any Feedback that you provide to Cloud; and
- Any Cloud business or technical information that is disclosed to you in connection with this Agreement, including, but not limited to, any information relating to Cloud’s plans, business opportunities or research and development. Confidential Information excludes any information that:
- is or becomes generally known to the public other than as a result of your breach of this Agreement e;
- is rightfully known to you at the time of disclosure without restrictions on use or disclosure;
- is independently developed by you, without access to or use of any Confidential Information; or
- is rightfully obtained by you from a third party, who has the right to disclose it and who discloses it without restrictions on use or disclosure. You will maintain all Confidential Information in strict confidence and will not disclose any Confidential Information to any third party. You will not use Confidential Information, except as necessary for the performance of this Agreement.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD CLOUD, AND ITS EMPLOYEES, SUBSIDIARIES, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SITE OR EXPERT SERVICES, (EXCLUDING LIABILITY DIRECTLY ATTRIBUTABLE TO THE GROSS NEGLIGENCE OF CLOUD) INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS’ FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, FORESEEABLE AND UNFORESEEABLE, DISCLOSED AND UNDISCLOSED. IN EACH CASE, CLOUD WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION.
13. Warranties and Disclaimer
AS BETWEEN YOU AND CLOUD, THE SITE AND ANY EXPERT SERVICES OR GOODS OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. CLOUD AND SUPPLIERS TO CLOUD EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, EXPERT SERVICES AND ALL COMMUNICATIONS BETWEEN EXPERTS AND CUSTOMERS MADE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, Cloud makes no representation or warranty that the Site will be error free OR THAT ANY ERRORS WILL BE CORRECTED. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
14. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL CLOUD OR SUPPLIERS TO CLOUD BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE OR EXPERT SERVICES, INCLUDING, WITHOUT LIMITATION, LOST OR CORRUPTED DATA OR FOR YOUR INABILITY TO USE YOUR COMPUTER EQUIPMENT OR OTHER PRODUCTS OR INJURY OR DAMAGES RESULTING FROM USE OF THE EXPERT SERVICES, INCLUDING, WITHOUT LIMITATION, IF YOU CHOOSE TO MEET WITH AN EXPERT IN PERSON, WHETHER OR NOT CLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLOUD AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT AND EXPERT SERVICES PROVIDED TO YOU WILL NOT EXCEED THE TOTAL FEES ACTUALLY COLLECTED FROM YOU BY CLOUD UNDER THIS AGREEMENT (AFTER PAYMENTS TO EXPERTS AND OTHER THIRD PARTIES) IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. CLOUD WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATING TO THE SITE AND THE PROVISION OF EXPERT SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
15. Copyrighted Materials: No Unauthorized Use
You will not use the Site or Expert Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Cloud will terminate the accounts of users who repeatedly infringe or are believed to be infringing the rights of copyright holders.
16. Force Majeure
Cloud will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to the Cloud infrastructure or connectivity to the Internet or failure at a Cloud co-location facility, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Cloud will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
17. Notice; Consent to Electronic Notice
You consent to the use of:
- Electronic means to complete this Agreement, to use the Site and Expert Services and to deliver to you any notices pursuant to this Agreement, and
- Electronic records to store information related to this Agreement or your use of the Site and Expert Services.
- Any notice or other communication to be given hereunder will be in writing and given:
- By Cloud via email (in each case to the address that you provide).
- By Cloud via a posting on the Site or
18. Links to other Websites
The Site may provide links to websites other than Cloud. Such links are provided for reference only, and Cloud neither controls such websites nor endorses any of the material on any such websites or any association with their operators.
In the event that any provision in this Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. You may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Cloud and any prohibited assignment will be null and void. Cloud may assign this Agreement or any rights hereunder without your consent. The relationship of the parties under this Agreement is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venture of the other. This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in courts located in Loudoun County, Virginia, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You agree that this Agreement and the rules, restrictions and policies contained herein, and Cloud’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Cloud. This Agreement together with the rules and policies of Cloud constitutes the entire agreement between Cloud and you with respect to the subject matter hereof.