The following Terms of Service (the “Agreement“) will govern your use of the Services, as defined below, and are entered into between CloudPlex.io, Inc. (“CloudPlex“), a business located at 7901 168th Avenue NE #103, Redmond, WA 98052, USA, and the business you represent (“you” or “your“). This Agreement takes effect when you click the check box linking to this Agreement at the time you create a CloudPlex Account, as defined below, or otherwise access or use the Services, as defined below. By clicking the check box linking to this Agreement, you represent and warrant that (a) you are lawfully able to enter into contracts (e.g., you are not a minor), (b) you have legal authority to bind the entity that you represent, and (c) you have read, understood, and hereby agree to this Agreement.
1. CloudPlex Services and Set-up
CloudPlex provides a service mesh enablement platform, as further described at www.cloudplex.io (including the websites used to access such services, the “Services“).
When you set up an account (“CloudPlex Account“) to use the Services, you will be required to choose, a password and user ID, and will be required to provide other registration information (collectively, “Registration Information“). You agree and represent that all Registration Information provided by you is accurate and up-to-date. If any of your Registration Information changes, you must update it in your CloudPlex Account. If CloudPlex believes that the Registration Information you provide is not correct, current, or complete, CloudPlex reserves the right to refuse you access to the Services, and to terminate or suspend your CloudPlex Account at any time. However, CloudPlex has no obligation to verify the accuracy, currency, completeness, or usefulness of any Registration Information that you have provided. CloudPlex may send you important notices via your email address and via Slack.
CloudPlex Account Credentials
2. Fees and Payment
Election and Fees
CloudPlex may, from time to time, offer various payment methods, including without limitation payment by credit card, debit card, direct debit, certain mobile payment providers or by using PayPal. CloudPlex may also accept a purchase order and invoice you for the Services. You authorize CloudPlex to charge you for Services through the payment method you select when purchasing the Services (the “Payment Method“) and you agree to make payment using such Payment Method(s). CloudPlex may, from time to time, receive and use updated payment method information provided by you or that financial institutions or payment processors may provide to us to update information related to your Payment Method(s), such as updated expiration dates or account numbers. Certain Payment Methods, such as credit cards and debit cards, may involve agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Methods (the “Payment Method Provider“). If CloudPlex does not receive payment from your Payment Method Provider (if applicable), you agree to directly pay all amounts due upon demand from CloudPlex. Your non-termination or continued use of the Services reaffirms that CloudPlex is authorized to charge your Payment Method.
Current Information Required
3. Client Content
Grant of License
As between the parties, and except as otherwise expressly stated in this Agreement, you will own and retain all rights, title, and interest in and to all Registration Information and other software, data, information, text, graphics, links, and all other materials you process using the Services (collectively, the “Client Content“). You hereby grant to CloudPlex and its suppliers a non-exclusive, worldwide, sublicensable, and fully paid-up right and license to analyze, process, use, publish, display, compile, create derivative works of and otherwise exploit, the Client Content for the purpose of providing the Services.
Responsibility and Use of Client Content
4. CloudPlex Content
Ownership of CloudPlex Content
CloudPlex and its licensors will own and retain all rights, title, and interest in and to the Services and all materials therein, including, without limitation, software, images, text, graphics, designs, illustrations, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, information, data, other files and the arrangement thereof, content belonging to other users and Documentation (collectively, “CloudPlex Content“). “Documentation” means any user documentation, on any media, provided by CloudPlex for use with the Services.
CloudPlex welcomes and encourages feedback, comments, and suggestions for improvements to the Services (“Feedback). By providing Feedback, you agree that all Feedback becomes CloudPlex’s exclusive property. Additionally, you irrevocably assign to CloudPlex your complete rights, titles, and interests in and to Feedback, including any and all intellectual property rights contained therein. Moreover, at CloudPlex’s request and expense, you agree to execute documents and take such further action as CloudPlex may reasonably request to assist it in acquiring, perfecting, or maintaining subject intellectual property rights.
7. Compliance with Laws
8. Confidential Information
“Confidential Information” means non-public business information, know-how, and trade secrets in any form, including information regarding our product plans, security practices and policies, and any other information a reasonable person should understand to be confidential, which is disclosed by or on behalf of either party or its affiliates to the other party or its affiliates, directly or indirectly, in writing, orally, or by inspection of tangible objects, and whether such information is disclosed before or after the effective date of this Agreement. Confidential Information includes any portion of this Agreement and its terms that is not publicly available on our website. “Confidential Information” excludes information that (i) is publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party through no action or inaction of the receiving party; (ii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records; or (iii) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality.
Maintenance of Confidentiality
Return of Materials and Effect of Termination
9. Data Security
10. Representations and Warranties
11. Term; Termination
14. Disclaimers; No Warranties
15. Limitation of Liability and Damages
16. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
READ THIS PARAGRAPH CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CLOUDPLEX. For any dispute with CloudPlex, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us through good faith discussions. In the unlikely event that we have not been able to resolve a dispute after 60 days, we each agree to resolve any claim, dispute or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with this Agreement (collectively, “Claims“), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in King, Washington, unless you and CloudPlex agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this paragraph shall be deemed as preventing either you or CloudPlex from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation or other violation of either party’s confidential information or intellectual property or other proprietary rights.
Class Action/Jury Trial Waiver
17. Updates to this Agreement; Miscellaneous; Questions
Updates to this Agreement
From time to time, CloudPlex may change, modify, add, or remove portions of this Agreement (each an “Update“), and reserves the right to do so in its sole discretion. If CloudPlex Updates this Agreement, it will make the Updated Agreement available here, and the Updated Agreement will indicate the date of the latest revision. CloudPlex encourages you to review this Agreement periodically for changes. In the event that Updates to this Agreement materially alter your rights or obligations hereunder, CloudPlex will make reasonable efforts to notify you of the Updates. For example, CloudPlex may send a message to your email address that is currently associated with your CloudPlex Account or generate a pop-up or similar notification when you access your CloudPlex Account for the first time after such material changes are made. All Updated Agreements automatically take effect 30 days after they are made available through the Services, except that (i) disputes between you and CloudPlex will be governed by the version of this Agreement that was in effect on the date the dispute arose and (ii) unless specifically agreed otherwise, if you do not agree with any changes to this Agreement, you may terminate this Agreement as set forth above. Your continued access to or use of the Services after an Updated Agreement has become effective indicates that you have read, understood and agreed to the current version of this Agreement.