DEFINITIONS
1. Acceptance of the Terms
Your continued access to or use of the Website and/or the Services constitutes your acceptance of our Acceptable Use Policy, Privacy Policy, SLA, and these Terms. Certain Services may require additional terms and conditions. Your clicking of “I ACCEPT” buttons and/or other prompts and/or any other similar methods of acquiring your consent will constitute your acceptance of those terms and conditions.
2. Eligibility & Registration
2.1 Compliance with Laws
Before using our Website and Services, you must ensure that such use complies with all laws, rules, and regulations applicable to you. Your right to access the Website and Services is revoked to the extent your use thereof is prohibited or to the extent our provision thereof conflicts with any applicable law, rule, or regulation. You are responsible for making these determinations before using the Website and Services.
2.2 Age Restriction
The Website and Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Website and Services, you represent and warrant to us that: (a) you are 18 years of age or older; or (b) you otherwise have sufficient legal consent, permission, and capacity to use the Website and Services in the applicable jurisdiction(s) as determined by you.
2.3 Account Registration
To access the Services and some features of the Website, you must register for an account (“Account”). When you register for your Account, you may be required to provide us with some information about yourself, such as your name, email address, and a valid form of payment. You may also provide optional information about yourself on a voluntary basis. Account information and our use and disclosure thereof are subject to the Privacy Policy and Data Processing Agreement.
2.4 Refusal of Services
We may, at our sole discretion, refuse to provide or continue providing the Website and Services to any person or entity and change eligibility criteria at any time, including if you fail to comply with these Terms of Use. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any Accounts or access to the Website and Services at any time at our sole discretion.
3. Your Responsibilities
3.1 Account Security
You are responsible for maintaining the confidentiality of your Account information, including your username and password. You agree to notify us immediately of any unauthorized access to or use of your Account. We will not be liable for any losses caused by unauthorized use of your Account, but you may be liable for our losses or the losses of others due to such unauthorized use.
3.2 User Content
You are solely responsible for your User Content and the consequences of submitting or posting it. You agree that your User Content will not violate any law, infringe any third party’s rights, or cause harm to others. We reserve the right to remove, suspend, edit, or block any User Content that we determine, in our sole discretion, violates these Terms or our Acceptable Use Policy.
3.3 Use of the Services
You agree to use the Services only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws and regulations. You are solely responsible for ensuring that your use of the Services complies with all applicable laws, rules, and regulations.
4. Fees and Payment
4.1 Fees
Fees for the Services are set forth on the Website or as otherwise agreed between you and Cloudusk. Fees may be subject to change, and we will provide notice of any changes by posting the new fees on the Website or through other communication channels.
4.2 Payment
You agree to pay all fees and charges associated with your Account in a timely manner with a valid payment method. All payments are non-refundable except as otherwise explicitly stated in these Terms or required by law. We reserve the right to suspend or terminate access to the Services if any fees or charges are overdue.
We bill in arrears, meaning that you will receive an invoice during the first week of each month for the Services used in the preceding month.
Cloudusk operates on a “pay-as-you-go” basis, meaning you will only be billed for the resources you actually use, calculated in one-hour increments.
If you have unused prepaid account funds, Cloudusk will issue a refund upon request, provided the request is made within three months of the funds being added. The refund will exclude any amounts already deducted for services consumed
We utilize third-party payment processors (“Payment Processors”) to manage billing via the payment account(s) linked to your Cloudusk account (“Billing Information”). Payment processing is subject to the terms, conditions, and policies of these Payment Processors, in addition to our Terms. We are not responsible for any acts or omissions by the Payment Processors. By using our Services, you agree to pay all applicable fees through the Payment Processors, or as otherwise agreed, based on our pricing and billing policies. You authorize Cloudusk and the Payment Processors to charge all fees (including taxes) to your designated payment method(s) (“Payment Method”).
You are responsible for ensuring that your Account and Billing Information are accurate and up-to-date. You must promptly update any changes, such as billing address, credit card number, or expiration date. If your Payment Method is canceled or becomes inoperable, you must notify us or our Payment Processors immediately. Changes to billing information can be made through your account settings.
By accepting these Terms and using our Services, you agree to be billed on a recurring basis and to have payments automatically charged to your Payment Method(s) upon invoicing. If your Payment Method is subject to additional terms and conditions, as outlined in order forms, invoices, or otherwise, those terms apply in conjunction with these Terms. We may also bill an amount up to your current balance at any time to verify your account information. Cloudusk reserves the right to deactivate, terminate, or restrict access to your account or our Services at any time, including for nonpayment, late payment, or if your Payment Method fails upon invoicing.
4.3 Taxes
You are responsible for any taxes, duties, customs fees, or related penalties associated with your use of the Services, including but not limited to national, state, or local sales taxes, use taxes, VAT, and GST (collectively, “Taxes”). Unless otherwise specified, our prices do not include Taxes. If Cloudusk is required to collect or pay Taxes in connection with your use of the Services, these will be added to your invoice or collected at the point of purchase. In some jurisdictions, Cloudusk may determine the applicability of certain Taxes and collect them on your behalf. If you believe certain Taxes do not apply or that withholding is required, you must provide us with valid documentation, such as a tax certificate or tax identification number, as authorized by the relevant tax authorities. You are responsible for any penalties, fines, or other consequences arising from misrepresentation or non-compliance with tax obligations.
5. Service Availability and Changes
5.1 Availability
We strive to provide reliable and consistent access to the Services. However, we do not guarantee that the Services will be available at all times or without interruption. The Services may experience interruptions, delays, or outages due to maintenance, technical issues, or other factors.
5.2 Changes to the Services
We reserve the right to modify, update, or discontinue the Services or any part thereof at any time, with or without notice. We will not be liable to you or any third party for any changes, suspension, or discontinuation of the Services.
6. Intellectual Property Rights
6.1 Ownership of Services Content
All rights, title, and interest in and to the Services, including any software, technology, algorithms, databases, and other components used to provide the Services, are owned by Cloudusk or our licensors. Except as explicitly provided in these Terms, you do not acquire any rights, title, or interest in or to the Services.
6.2 License to Use Services
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes. You may not copy, modify, distribute, sell, or lease any part of the Services unless you have our written permission to do so.
6.3 Feedback
If you provide feedback or suggestions regarding the Services, you agree that we may use such feedback or suggestions without any obligation to you.7. Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDUSK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR USE OF OR INABILITY TO USE THE SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; OR (C) ANY OTHER MATTER RELATING TO THE SERVICES.9. Indemnification
You agree to indemnify and hold Cloudusk, its officers, directors, employees, and agents harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Services; (b) your violation of these Terms; or (c) your violation of any rights of another party, including any End User.10. Termination
We may terminate or suspend your access to the Services at any time, with or without cause or notice, effective immediately. Upon termination, your right to use the Services will immediately cease, and you must cease all use of the Services. 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.11. Governing Law and Dispute Resolution
11.1 Governing Law
These Terms and any disputes arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of law principles.
11.2 Dispute Resolution
Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [Insert City, State]. Each party shall bear its own costs and attorneys’ fees, except as provided by law.
12. Miscellaneous
12.1 Entire Agreement
These Terms, along with any other legal notices and agreements published by Cloudusk on the Website or provided as part of the Services, constitute the entire agreement between you and Cloudusk with respect to the Services and supersede all prior agreements or understandings.
12.2 Severability
If any provision of these Terms is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect.
12.3 No Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Cloudusk’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
12.4 Assignment
You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms at any time without notice to you.
12.5 Force Majeure
We shall not be liable for any failure to perform due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.