Effective: July 1, 2017

CloudJabber, LLC ("CloudJabber", "we" or "us") is an online service provider that provides a set of services and technology applications that enable users to create their own Clouds utilizing our technology platform (the "CloudJabber Platform"). CloudJabber has limited involvement in the management of Clouds on the CloudJabber Platform and is not involved in the decisions relating to the focus of Clouds or the Content uploaded or published to Clouds using the CloudJabber Platform. These are your Clouds and, as a Cloud Creator, you are responsible for managing them in all respects (including the actions, conduct, and content of your members) in compliance with theseTerms of Service (“Terms of Service”, "TOS" or “Agreement”).

These Terms of Service contain general terms that apply to all users of the CloudJabber Platform whether they create or join Clouds. When using the CloudJabber Platform, you will also be subject to the CloudJabber Privacy Policy and additional posted guidelines, policies or rules applicable to specific services and features on the CloudJabber Platform, which may be posted by us from time to time (collectively, the "Guidelines"). All of these Guidelines are part of this Agreement and are hereby incorporated by reference.

The CloudJabber Platform is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the CloudJabber Platform. Any person who provides their personal information through the CloudJabber Platform represents to us that they are 13 years of age or older. You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a Cloud on the CloudJabber Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity. By registering with us or using or browsing the CloudJabber Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the CloudJabber Platform at any time.

DEFINITIONS

"Content" means (i) any work of authorship in a Cloud, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; (ii) Your Virtual Gift; or (iii) other materials posted on or transmitted through any Cloud or the CloudJabber Platform."Your Content" is any Content that you submit to a Cloud or the CloudJabber Platform, either as a Member or Cloud Creator (each as defined below). If you are a Cloud Creator, Your Content includes the name, logo, trademark, brand features and other Content that you make available. Content does not include Cloud Code or Platform Code.

"Members" are users who have registered with a particular Cloud on the CloudJabber Platform."Your Members" are Members who have registered with Your Cloud.

"Clouds" consist of Cloud Code and other Content and are web applications running on top of the CloudJabber Platform. Clouds are created by Cloud Creators and are provided for their Members of that Cloud to interact and connect with other Members. Cloud features may include Member profiles, friends, invitations, discussion forums, photo sharing, video sharing, music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings, reviews, and recommendations, among others as well as Third Party Applications. If you are a Cloud Creator, "Your Cloud" is a Cloud created and operated by you on the CloudJabber Platform.

"Cloud Code" means the software code (i.e., HTML, Javascript, or PHP code) used to provide the functionality for a Cloud that is interpreted by the Platform Code (as defined below). Cloud Code consists of CloudJabber proprietary code, Third Party Software (as defined below), and may also consist of or interact with Your Code (as defined below), as applicable, but expressly excludes Platform Code.

"Cloud Creator" is a user who creates, manages and operates one or more Clouds on the CloudJabber Platform. A Cloud Creator is by definition a Member of each of his or her Clouds.

"Cloud Creator Management Page" is the web page where Cloud Creators can manage their Clouds and Members and view and manage Cloud Data.

"Cloud Data" means all data collected from a Cloud or Member and includes registration information, profile data, answers to Cloud profile questions, all Content and other information contributed by Members, and statistical information and analytics relating to usage and interactions within the Cloud.

"CloudJabber Product Plans" are the feature related services offered by CloudJabber for a fee initially available as Cumulus Mini, Cumulus Medium, and Cumulus Unlimited. "CloudJabber Support Services" are the support services provided by CloudJabber to Cloud Creators.

"CloudJabber Technology" means the past, present and future content of the CloudJabber Platform, including all software in any format (including the Platform Code and Cloud Code), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, themes, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the CloudJabber Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the CloudJabber Platform and the CloudJabber Platform itself, including, the selection, sequence, and "look and feel" and arrangement of items on the CloudJabber Platform, and all CloudJabber Marks (as defined below), domain names, patents, and other intellectual property. CloudJabber Technology does not include Your Content or Your Code.

"Platform Code" means the proprietary portion of the CloudJabber Platform that is used to interpret the Cloud Code and other services available on the CloudJabber Platform.

"Third Party Software" means software that is licensed to you by third parties, including software that is subject to so-called "open source" licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including the GNU General Public License.

"Users" are all end users of the CloudJabber Platform, and include Cloud Creators, Members, Third Party Application Developers, and any unregistered users or browsers.

"Your Code" means any script, code, or other computer software created by you that interacts with the CloudJabber Platform.

CREATING YOUR OWN CLOUD

The CloudJabber Platform is designed to give Cloud Creators and their Members the freedom to create and control their own experiences on Clouds. Subject to this Agreement, as a Cloud Creator, you are responsible for controlling and managing your Cloud in all respects and as between CloudJabber and you, you own all of Your Code, Your Content, and Your Cloud Data. CloudJabber does not claim any ownership rights in Your Code, Your Content, or Your Cloud Data. In addition, Members of Your Cloud are your responsibility and CloudJabber does not assume or accept any responsibility for the actions, conduct or Content of Your Members.

CLOUDJABBER PRODUCT PLANS AND SUPPORT SERVICES

As a Cloud Creator, you must purchase a CloudJabber Product Plan for your Cloud. In addition, you may purchase upgrades and Support Services from us. The categories and prices of the CloudJabber Product Plans and Support Services are described here and are subject to change from time to time. CloudJabber may choose to temporarily change the fees for the CloudJabber Product Plans and Support Services for promotional or new services, and such changes are immediately effective when CloudJabber posts the temporary promotional event or new service on the CloudJabber Platform. Any changes to fees for the CloudJabber Product Plans or Support Services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the CloudJabber Platform. The changes shall only apply prospectively to the CloudJabber Product Plans or Support Services you've purchased. Unless otherwise stated, all fees are quoted in U.S. Dollars.

PAYMENT

You are responsible for paying all fees and applicable taxes associated with the CloudJabber Product Plans or Support Services in a timely manner with a valid payment method. You authorize CloudJabber or its third party payment providers to charge your credit card, charge card, debit card, PayPal, or financial institution account (herein "Payment Method") for all charges to your accounts with CloudJabber. Your Payment Method will be charged the current fee for the CloudJabber Product Plan or Support Service you choose on the date that you click on the purchase button in the ordering process. You agree that CloudJabber may automatically charge the fee to your Payment Method at the beginning of each recurring period. For example, if you choose a CloudJabber Product Plan or Support Service with a quarterly plan, you will be billed every three months on the anniversary date of the date you clicked the purchase button. Additionally, we may offer a pre-pay payment option for payment of CloudJabber Product Plans or Support Services ("Pre-Payment Plan"). If you opt for a Pre-Payment Plan, your Payment Method will be charged the then-current fee for that CloudJabber Product Plan or Support Service at the commencement of each initial period and renewal period.

You acknowledge and agree that any credit card and related billing and payment information that you provide to CloudJabber may be shared by CloudJabber with companies who work on CloudJabber's behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to CloudJabber and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. You agree to pay CloudJabber all charges incurred under your account for any CloudJabber Product Plan or Support Services in which you or anyone else who uses your account enroll in accordance with this Agreement. If your Payment Method fails or your account is past due, (a) you agree to pay all amounts due on your account upon demand, (b) CloudJabber may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) CloudJabber reserves the right to either suspend or terminate your CloudJabber Product Plans, Support Services, or your account with CloudJabber, including deletion of your Cloud from the CloudJabber Platform.

Except as may be set forth in applicable CloudJabber Product Plan or Support Policies or the Term and Termination section, any fees charged to your account are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to CloudJabber within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the discretion of CloudJabber.

TAXES

You are responsible for paying any governmental taxes imposed on your use of the CloudJabber Platform, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to CloudJabber the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that CloudJabber is obligated to collect such taxes, the applicable tax will be added to your billing account.

YOUR CODE AND LICENSES TO YOUR CODE

You own all of Your Code that you create to interact with the CloudJabber Platform. CloudJabber does not claim any ownership rights in Your Code. If you create any of Your Code to interact with the CloudJabber Platform, subject to the licenses granted by you herein, you continue to retain any ownership rights you have and have the right to use and license Your Code in any way you choose (and you are responsible for protecting those rights as appropriate). At any point, you can take Your Code from Your Cloud and cancel your account and CloudJabber shall not retain any license rights, except as provided below.

You hereby grant CloudJabber a non-exclusive, worldwide, transferable, royalty-free right and license to use, access, store, cache, publicly display and publicly perform Your Code (a) for the purpose of operating and making Your Cloud available for interaction with the CloudJabber Platform and in all current and future media in which the CloudJabber Platform may now or hereafter be distributed or transmitted; or (b) for our internal business purposes so that we may derive metrics and analytics relating to the CloudJabber Platform and Your Cloud.

You are responsible for making sure that you have all rights in Your Code and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any CloudJabber Technology. CloudJabber disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your Cloud and is not responsible for protecting Your Code.

YOUR CONTENT AND LICENSES TO YOUR CONTENT AND CLOUD DATA

You own all of Your Content, Your Cloud Data and other information that you upload to the CloudJabber Platform. CloudJabber does not claim any ownership rights in Your Content or Your Cloud Data. After posting Your Content, you continue to retain any ownership rights you have to Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you upload to any Cloud needs to comply with the terms of this Agreement. At any point, you can remove Your Content from Your Cloud and cancel your account and CloudJabber does not retain any license rights.

You hereby grant CloudJabber, during the course of your usage of the CloudJabber Platform, a non-exclusive, worldwide, royalty-free, and transferable right and license to (i) use, access, store, cache, publicly perform and publicly display Your Content and Cloud Data (a) for the sole purpose of operating and making Your Content and Cloud Data available on the CloudJabber Platform and in all current and future media in which the CloudJabber Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes so that we may derive metrics and analytics relating to Your Content and Cloud Data; and (ii) disclose any such metrics and analytics regarding Your Content and Cloud Data for marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. This license will terminate at the time you remove Your Content from the CloudJabber Platform. Without limiting the foregoing, you agree that Content you remove may persist for a reasonable amount of time in back-up copies (but these copies will not be available to others).

You hereby agree that if Your Content is removed from any Cloud due to a violation of these Terms of Service, including in response to any valid DMCA (as defined below) take down notice or because such Content contains illegal images, CloudJabber shall have the right to use and reproduce Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of CloudJabber, any User or individual, or the general public.

You are solely responsible for Your Content and Cloud Data. You are responsible for making sure that you have all rights in Your Content and Cloud Data, including the rights necessary for you to grant the foregoing licenses to Your Content and Cloud Data. You understand that whether or not Your Content is published or marked private by you, CloudJabber does not guarantee any confidentiality or privacy with respect to any of Your Content or Cloud Data.

Additionally, you understand and agree that Your Content and Cloud Data that is displayed on the CloudJabber Platform may continue to appear on the CloudJabber Platform, even after you have terminated your account, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.

In addition to the rights, licenses and privileges referred to above, you agree that CloudJabber may use and refer to your Cloud (including screen shots), trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, press releases, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the CloudJabber Platform, and any products, goods, features, capabilities and/or services associated with the CloudJabber Platform.

As a Cloud Creator or Member you acknowledge that CloudJabber and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Cloud or the CloudJabber Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.

If a Cloud or Member account is removed from the CloudJabber Platform, the Content associated with that Cloud may also be deleted at the discretion of the Cloud Creator or CloudJabber. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Cloud. You should be aware that CloudJabber is not required and may not keep back-up copies of Content on the CloudJabber Platform once the Cloud or Content is deleted. Additionally, CloudJabber makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the CloudJabber Platform and you should independently back-up and archive Your Content.

LICENSES FROM CLOUDJABBERLICENSE TO CLOUDJABBER PLATFORM

During and subject to the terms and conditions of this Agreement, CloudJabber hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable license to access and use the CloudJabber Platform solely to enable your use and creation of Clouds on the CloudJabber Platform. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Cloud Code. You agree that, as between you and CloudJabber, all the intellectual property rights in the CloudJabber Technology are owned by CloudJabber or its licensors.

LICENSE RESTRICTIONS

  • Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
  • Run, rent, lease, loan, or sell access to the CloudJabber Platform or the CloudJabber Technology.
  • Decompile or reverse engineer or attempt to access the source code of the software underlying the CloudJabber Platform or CloudJabber Technology.
  • Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any CloudJabber Technology.
  • Access the CloudJabber Platform to build a product using similar ideas, features, functions, interface or graphics of the CloudJabber Platform.
  • Access (or attempt to access) any service on the CloudJabber Platform by any means other than as permitted in these Terms of Service.
  • Circumvent, disable or otherwise interfere with security related features of the CloudJabber Platform or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the CloudJabber Platform or the Content and Third Party Content therein.
  • Access the CloudJabber Platform to upload Your Code or Your Content to cause a breach of security to the CloudJabber Platform or any Cloud or interfere with the proper working of the CloudJabber Platform or prevent others from using the CloudJabber Platform.
  • Delete the copyright and other proprietary rights notices on the CloudJabber Platform.

INDEPENDENT DEVELOPMENT AND FEEDBACK

You agree that CloudJabber may be independently developing software, content and other products or services that may be similar to Your Code and Your Content and nothing in the Agreement will be construed as restricting or preventing CloudJabber from creating, using or offering for use such software, content and other items, without any obligation to you.

You may from time to time choose, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your Cloud or the CloudJabber Platform (including the Cloud Code and Platform Code), including, without limitation, on the CloudJabber Blog, Creators Cloud, Developers Cloud, or in connection with surveys we send to you and as part of your participation in our Cloud Creators Council ("Feedback"). If you choose to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution, or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant CloudJabber a non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use such Feedback.

CLOUDJABBER TRADEMARKS AND LEGAL NOTICES

CloudJabber trademarks, logos, images, service marks, trade names and other distinctive branding features used on the CloudJabber Platform "CloudJabber Marks" are the trademarks of CloudJabber and may not be used without permission. CloudJabber is not granting you a license under any intellectual property right to the CloudJabber Marks. Other trademarks, logos, and trade names that may appear on the CloudJabber Platform are the property of their respective owners.

CLOUDJABBER OWNERSHIP RIGHTS

You agree that, as between you and CloudJabber, CloudJabber owns all right, title and interest, including, all intellectual property rights, in and to the CloudJabber Technology. Any rights not expressly granted herein, are reserved to CloudJabber. You agree to abide by all copyright notices, information, or restrictions contained in any part of the CloudJabber Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the CloudJabber Platform, including notices on any CloudJabber Technology you download, transmit, display, print or reproduce from or using the CloudJabber Platform.

SUPPORT AND INTERACTION FOR CLOUD CREATORS

If you are a Cloud Creator, CloudJabber provides documentation to assist you in creating and enhancing Your Cloud(s). You may access helpful information here. You are responsible for implementing and maintaining all support for Your Cloud(s), including answering questions from Your Members. This includes, if you've customized the Cloud Code yourself (only as authorized by CloudJabber), fixing bugs that Your Members might find and tell you about.

THIRD PARTY CONTENT AND HYPERLINKS TO THIRD PARTY SITES

Clouds may contain features and functionality that allow access to third party Content, including websites, directories, servers, Clouds, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party, including the use of applications or services and the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, you agree that CloudJabber will not be responsible.

Additionally, Content from Users, third parties, or advertisers, including, information about third party products and services and any Third Party Applications, may be made available to you through Clouds ("Third Party Content") on the CloudJabber Platform. The inclusion of Third Party Content on the CloudJabber Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and CloudJabber has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, CloudJabber or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Cloud) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the CloudJabber Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the CloudJabber Platform at your own risk.

Additionally, CloudJabber or third parties may provide hyperlinks on Clouds, or any other form of link or redirection of your connection to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into the CloudJabber Platform and the inclusion of any link on a Cloud does not imply CloudJabber's affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. CloudJabber expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the CloudJabber Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.

REPRESENTATIONS AND WARRANTIES

You represent and warrant to CloudJabber that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the CloudJabber Platform including your promotional or other activities on or off the CloudJabber Platform that relate to Your Cloud; (b) you have the right to grant to CloudJabber the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code, Your Content and Your Art Assets (as defined below); (c) Your Code, Your Content and Your Art Assets do not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content, Your Art Assets or Your Cloud contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the CloudJabber Platform, or intercept or expropriate any system data or personal information from the CloudJabber Platform.

ACCEPTABLE USE AND CONDUCT

You are solely responsible for your conduct, Your Clouds, Your Code, and Your Content on the CloudJabber Platform. We want to keep the CloudJabber Platform safe and fun for everyone and the use of the CloudJabber Platform for unlawful or harmful activities is not allowed. In defining "safe and fun," you specifically agree that:

  • in a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights;
  • in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the CloudJabber Platform in connection with Your Cloud;
  • in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
  • in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy;
  • in a manner that is harmful to minors in any way;
  • in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by CloudJabber;
  • to impersonate a CloudJabber employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Cloud or the CloudJabber Platform without authorization;
  • to interfere or attempt to interfere with the proper working of the CloudJabber Platform or prevent others from using the CloudJabber Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the CloudJabber Platform, or that otherwise negatively affects other persons' ability to use the CloudJabber Platform;
  • to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any user's account or to monitor or copy the CloudJabber Platform (including the Cloud Code or Platform Code) or the content contained therein;
  • to facilitate the unlawful distribution of copyrighted content;
  • in a manner that includes personal or identifying information about another person without that person's explicit consent;
  • in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the CloudJabber Platform or to Users; and
  • in a manner that constitutes or contains any form of advertising or solicitation if emailed to Users who have requested not to be contacted about other services, products or commercial interests.

Additionally, you agree not to:

  • "Stalk" or otherwise harass anyone;
  • Collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations;
  • Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the CloudJabber Platform or to proxy authentication credentials for any Member of the CloudJabber Platform for the purposes of automating logins to the CloudJabber Platform;
  • Use any profanity or the description or name of any illegal activity in the name of Your Cloud or the Cloud URL (as defined below) for Your Cloud;
  • Use the name "CloudJabber" as any part of the name of Your Cloud or the Cloud URL;
  • Post any Content containing child pornography to any Cloud. CloudJabber absolutely does not tolerate this and will report any suspected instances of child pornography, including reporting any Cloud Data, to law enforcement, including the National Center for Missing and Exploited Children;
  • Post any Content that CloudJabber determines depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content;
  • Post any Content that CloudJabber determines constitutes pornography, contains nudity, or is adult in nature. CloudJabber’s current definition of these categories is located here and is subject to change.
  • Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from Clouds and the CloudJabber Platform - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the right to define what we mean by "well-behaved";
  • Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on CloudJabber's infrastructure;
  • Attempt to gain unauthorized access to CloudJabber's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the CloudJabber Platform;
  • Use the CloudJabber Platform as a generic file hosting service; and
  • Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the CloudJabber Platform.

You agree not to authorize or encourage any third party to use the CloudJabber Platform or any of Your Clouds (and Your Clouds will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify CloudJabber in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.

CLOUDJABBER PLATFORM POLICIES

CloudJabber may establish general polices and limits concerning use of the CloudJabber Platform ("CloudJabber Platform Policies"), including, the maximum number of days that Clouds and uploaded Content will be retained, the maximum number of and size of Content files and objects (including email messages), the maximum disk space allotted to you or Your Cloud(s), the maximum number of times and duration for which you may access the CloudJabber Platform or Clouds in a given period of time, the maximum storage and bandwidth used by Your Cloud(s) or Content, how long inactive Clouds will be retained, and the maximum CPU power used by Your Clouds or Content.

CLOUDJABBER'S RELATIONSHIP WITH USERS

You acknowledge that CloudJabber may terminate your account and remove your Content and other Cloud Data, as well as disable your access to any and all Clouds and the CloudJabber Platform at any time for violations of these Terms of Service without notice and without any liability to you. In addition, you acknowledge and consent to CloudJabber contacting you and Your Members in order to maintain compliance with these Terms of Service.

COPYRIGHT INFRINGEMENT/DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE

It is CloudJabber's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). For more information, please go to CloudJabber's DMCA Notification Guidelines. CloudJabber may remove any allegedly infringing Cloud Code or Content without any liability to you.

CloudJabber will promptly terminate without notice any User's access to the CloudJabber Platform, including access to any Cloud, in appropriate circumstances where the User is a "repeat infringer" of copyrights. Generally, CloudJabber will consider a User a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content or Cloud Code posted by that User anywhere on the CloudJabber Platform. CloudJabber, however, reserves the right to identify and terminate Users under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that User. Additionally, if a Cloud Creator continues to allow its Members to post Content that is subject to notices of alleged copyright infringement, the Cloud may (at CloudJabber's sole discretion) be disabled.

Additionally, if you are a Cloud Creator, you agree to: promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid DMCA take down notices) any copyright owner's written notice (including any notices forwarded to you by CloudJabber) that specified Content or Cloud Code posted on Your Cloud infringes that third-party's rights (including copyrights), provided that the notice substantially complies with the requirements in the DMCA. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the DMCA instructing you to replace the allegedly infringing Content or Cloud Code, you agree to replace or cease disabling access to the Content or Cloud Code not less than ten (10) and no more than fourteen (14) days after receiving the counter notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter notice to CloudJabber. CloudJabber strongly recommends that you consult with a legal professional to confirm your obligations under the DMCA. CloudJabber is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Cloud.

CLOUD DATA

The CloudJabber Platform collects Cloud Data from Your Cloud and Members and general information about a User's use of Your Cloud. If you are a Cloud Creator or Administrator, you agree that your access to this Cloud Data and information (including registration information provided by Members during the registration process) as part of the management controls of Your Cloud(s) is subject to the CloudJabber Privacy Policy. In addition, subject to this Agreement, you may collect Cloud Data from Your Members; if you do so, you agree that such Cloud Data shall not be used in a manner inconsistent with, or that causes CloudJabber to violate the CloudJabber Privacy Policy.

If you are a Cloud Creator or an Administrator, you agree that your use and disclosure of Cloud Data shall: (a) comply with all applicable laws; and (b) be reasonably protective of each Member's privacy rights.

Subject to this Agreement and each Member's rights, all Cloud Data shall be the property of the applicable Cloud Creator. That being said, CloudJabber needs to run Your Cloud on the CloudJabber Platform. To this end, as a Cloud Creator, you hereby grant CloudJabber a nonexclusive, worldwide, transferable, fully paid-up, royalty-free right and license to (i) use, store, access, cache, publicly perform and display the Cloud Data on or through the CloudJabber Platform and in all current and future media in which the CloudJabber Platform may be distributed; (ii) use and disclose the Cloud Data and related analytics and metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the CloudJabber Platform); and (iii) use Cloud Data for other purposes permitted by the CloudJabber Privacy Policy.

You acknowledge that CloudJabber may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Cloud. Accordingly, you agree that, within 24 hours of any email request by CloudJabber, you will: (a) delete all Cloud Data and personally identifiable information in your possession or control relating to a particular User as specified by CloudJabber; and (b) confirm such deletion in email notice to CloudJabber.

CloudJabber is not required to keep back-up copies of Cloud Data on the CloudJabber Platform once the Cloud or Cloud Data is deleted. CloudJabber makes no guarantee that Cloud Data will be safely stored on the CloudJabber Platform. To be safe, you should independently back-up or archive your Cloud Data.

YOUR CLOUD

As a Cloud Creator, we want to give you as much freedom as possible to create and control the Clouds you build on the CloudJabber Platform. You may have your own agreement(s) or policies between you and each of Your Members, provided that each such agreement or policies do not supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or our Privacy Policy.

To enable a great experience for all Users on the CloudJabber Platform, if you are a Cloud Creator, you agree to ensure each Cloud you create or manage does not degrade the performance of the CloudJabber Platform. If your Cloud(s) exceed the quotas and limitations set by CloudJabber (e.g., storage or bandwidth) or otherwise degrades performance of the CloudJabber Platform or other services in any way, we may suspend your Cloud(s) at our sole discretion and without notice.

You agree not to harvest any email addresses from Clouds or the CloudJabber Platform for the purpose of sending email in violation of applicable law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement.

You also agree not to knowingly collect any information from, or develop any Clouds that are targeted at children under the age of 13.

You acknowledge that CloudJabber may terminate the account of any Member (including Your Members) in accordance with these Terms of Service.

Your Cloud shall not be designed or implemented in a way that, as determined by CloudJabber, might mislead a User into believing that: (i) he or she is interacting directly with CloudJabber when interacting with Your Cloud or (ii) any part of Your Cloud was created by or are endorsed by CloudJabber. Because we want you to have as much freedom over your Cloud as possible, CloudJabber takes no responsibility for any Content located in Your Cloud and CloudJabber has no obligation to monitor such Content or Your Cloud.

You acknowledge that CloudJabber also reserves the right to remove, preserve, and disclose any information or Content on any Cloud (including Cloud Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of CloudJabber, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.

You acknowledge that CloudJabber may place third party web beacons or cookies in the footer of the pages of Your Cloud for the sole purpose of tracking anonymous website statistics, including traffic numbers and visitation patterns, about your Cloud. No personally identifiable information is transmitted by, or linked to, the web beacon or any cookies. These web beacons are commonly used by companies to understand visitation to their websites. For more information regarding passive data collection and what choices are available to you, please see our Privacy Policy.

YOUR ACCOUNT

You need to register and create an account in order to become a Cloud Creator on the CloudJabber Platform or a Member of Cloud. You are responsible for keeping your account credentials and password secure. You agree to provide CloudJabber with current, complete and accurate information as prompted by the registration process. You agree to promptly update all information to keep your account on CloudJabber current, complete and accurate (such as noting a change in billing address or email). Generally speaking, account credentials are non-transferable, but Cloud Creators will have the ability to reset Member passwords in the event that a Member loses or can’t remember it. You will be solely responsible and liable for any activity that occurs under your account credentials. CloudJabber reserves the right to log off or deactivate Member accounts, including Your Cloud, that are inactive for an extended period of time.

When you create Your Cloud, CloudJabber gives you the flexibility to choose your own subdirectory or subdomain for Your Cloud (e.g.," happy" in the example: http://CloudJabber.com/happy or http://happy.CloudJabber.com) ("Cloud URL"). You will be solely responsible and liable for any activity that occurs under Your Cloud's Subdirectory. CloudJabber maintains ownership of your Cloud URL and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Cloud URL on the CloudJabber Platform.

You may not use anyone else's account or Cloud URL at any time, without the permission of the account holder. You should never give out your password to another individual or entity. CloudJabber will not be liable for any loss that you may incur as a result of someone else using your account credentials, Cloud URL or password, either with or without your knowledge. However, you may be held liable for losses incurred by CloudJabber or another party due to someone else using your account credentials, Cloud URL, or password. In other words, please be careful with your identity and passwords.

CLOUD DESIGN

If, as a Cloud Creator, you have provided any art assets or other intellectual property to CloudJabber to design, or assist you with designing Your Cloud (“Your Art Assets”) the following additional provisions will apply to you.

Your Ownership. As between CloudJabber and You, You own all right, title and interest, including all intellectual property rights, in and to Your Art Assests and any specific deliverable or work product created by CloudJabber for You (“Deliverables”); provided, however, that in no event shall the term Deliverables include any CloudJabber Tools. “CloudJabber Tools” means any CloudJabber Technology or trade secret, process, algorithm, invention, original works of authorship, development, design, improvement, patent, copyright or other intellectual property of CloudJabber which CloudJabber (a) developed or acquired previous to entering into a Cloud design engagement with You; (b) acquired after the commencement of a Cloud design engagement with You and independently of such design engagement or (c) developed either alone or in collaboration with others, separate and apart from any Cloud design engagement with You, and all derivative works based thereon. CloudJabber Tools shall also include any software, project management, design and development processes and productivity tools developed by CloudJabber, and of general applicability to CloudJabber’s business, whether or not prepared under the course of performance of a Cloud design engagement with You.

CloudJabber Ownership. As between CloudJabber and You, CloudJabber owns all right, title and interest, including all intellectual property rights, in and to the CloudJabber Tools and CloudJabber Technology and any derivative works or enhancements thereof. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in the Agreement. Any rights not expressly granted by CloudJabber herein are reserved to CloudJabber and its suppliers. CloudJabber acknowledges and agrees that a design engagement does not grant to CloudJabber any right, title or interest in any content, code, software, Member data or other materials delivered to CloudJabber by You in connection with a design engagement (“Your Design Materials”), except for the limited rights expressly set forth in these Terms of Service. Any rights not expressly granted herein, are reserved to each of the parties.

License Grant to You. Subject to the terms and conditions hereof, CloudJabber hereby grants to You, a non-exclusive, nontransferable, non-sublicensable worldwide, perpetual, royalty-free license, to use that portion of any CloudJabber Tools that are incorporated into any Deliverables solely in connection with Your use of Your Cloud(s) on the CloudJabber Platform. You shall not otherwise be entitled to use, license or commercially exploit the CloudJabber Tools and any such use may result in the revocation of the license rights herein.

License Grant to CloudJabber. During the course of your usage of the CloudJabber Platform, you hereby grant to CloudJabber a non-exclusive, worldwide, royalty-free, and transferable right and license, to use, access, cache, reproduce, publicly perform and publicly display Your Art Assets for the sole purpose of designing Your Cloud and operating and making Your Art Assets available on the CloudJabber Platform and in all current and future media in which the CloudJabber Platform may now or hereafter be distributed or transmitted.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE CLOUDJABBER PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE CLOUDJABBER PLATFORM, AND ALL CLOUD CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-CLOUDJABBER CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE CLOUJABBER PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE CLOUDJABBER PLATFORM, AND ALL CLOUD CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-CLOUDJABBER CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CLOUDJABBER AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. CLOUDJABBER AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE CLOUDJABBER PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE CLOUDJABBER PLATFORM OR ANY CLOUD CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-CLOUDJABBER CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CLOUDJABBER PLATFORM OR THE SERVER THAT MAKES THE CLOUDJABBER PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLOUDJABBER MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE CLOUDJABBER PLATFORM OR YOUR CLOUD (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR CLOUD OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-CLOUDJABBER CODE WITH ANY CLOUDJABBER TECHNOLOGY.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CLOUDJABBER PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLOUDJABBER OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THE CLOUDJABBER PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

INDEMNITY

You agree to indemnify, defend, and hold harmless CloudJabber, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:

  • Your Code, Your Content, Your Cloud Data, Your Art Assets or Your Cloud;
  • Your use of any Non-CloudJabber Code or Third Party Applications;
  • Your use or misuse of, or connection to, the CloudJabber Platform or any services offered by the CloudJabber Platform;
  • Your breach or alleged breach of this Agreement;
  • Your violation of any rights (including intellectual property rights) of a third party;
  • Your use or misuse of any User data or Cloud Data, including, in violation of the CloudJabber Privacy Policy and
  • Your breach or alleged breach of any agreement or policy between you and other Users.

CloudJabber reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of CloudJabber. CloudJabber will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

YOUR INTERACTIONS WITH OTHER USERS

Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Member or Cloud Creator), CloudJabber is under no obligation to become involved.

You release CloudJabber, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive California Civil Code Section 1542, which says:"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor." And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

LIMITATION OF LIABILITY

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL CLOUDJABBER OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CLOUDJABBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE CLOUDJABBER PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE CLOUDJABBER PLATFORM (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO CLOUDJABBER BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN CLOUDJABBER (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE CLOUDJABBER PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

CHANGES TO CLOUDJABBER PLATFORM

CloudJabber reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the CloudJabber Platform or any part thereof, including adding new features to any portion of the CloudJabber Platform, with or without notice. CloudJabber will not be liable to you or to any third party for any modification, suspension or discontinuance of any portion of the CloudJabber Platform or the CloudJabber Platform as a whole.

AMENDMENTS

We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on www.CloudJabber.com or elsewhere on the CloudJabber Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the CloudJabber Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including Cloud Creator or Member) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to www.CloudJabber.com or elsewhere on the CloudJabber Platform. The revised version will apply to you immediately if you are a User who registers or first uses the CloudJabber Platform on or after the posting of the revised version.

TERM AND TERMINATION

TERM

This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your account and end your use of the CloudJabber Platform at any time and for no reason by contacting us at cancel@cloudjabber.com or at the address set forth below in the "Contacting CloudJabber" Section.

TERMINATION

CloudJabber has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the CloudJabber Platform or any Cloud, (ii) remove and discard any Code or Content within any Cloud or anywhere on the CloudJabber Platform or (iii) shut down a Cloud, with or without notice, and with no liability of any kind to you.

If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.

EFFECTS OF TERMINATING

Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Code, Your Content, Your Cloud Data or Your Cloud(s). CloudJabber will not have any obligation to assist you in migrating your data, Your Content, Your Cloud Data, Your Code or Your Cloud(s) off of the CloudJabber Platform and CloudJabber does not keep any back-up of any of Your Code, Your Content or Your Cloud Data.

GOVERNING LAW; VENUE

This Agreement shall be governed by the laws of the State of Georgia without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.

You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Cobb County, Georgia for the purpose of litigating all such claims or disputes.

RELATIONSHIP OF THE PARTIES

The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that CloudJabber has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

UNITED STATES EXPORT CONTROLS

You agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, you agree that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from CloudJabber under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, CloudJabber from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.

GENERAL

The failure of CloudJabber to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

You may not delegate your duties under this Agreement or assign this Agreement or your CloudJabber accounts, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. CloudJabber may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.

This Agreement, which incorporates the Other CloudJabber Terms, CloudJabber Privacy Policy and the Guidelines, constitutes the entire agreement between you and CloudJabber and governs your use of the CloudJabber Platform, superseding any prior agreements (whether written or oral) between you and CloudJabber regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.

The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.

CloudJabber may provide you with notices, including those regarding changes to this Agreement or any of CloudJabber's terms and conditions, by email, regular mail, or postings on the CloudJabber Platform including the CloudJabber Blog, Creators Cloud and Developers Cloud. Notice will be deemed given twenty-four (24) hours after such email is sent or notice is posted. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the CloudJabber Platform) are deemed given two (2) days following the initial posting.

CONTACTING CLOUDJABBER

You may contact CloudJabber in the following ways: