Terms and Conditions

TERMS OF USE

These terms of use (“Terms of Use”) define your use of any product or services of CloudSpotter Technologies Inc., a Delaware corporation (“CloudSpotter”, the “Company”, “we”, “us”, or “our”). By accessing or using the CloudSpotter website, the CloudSpotter service, or any applications (including mobile applications) made available by CloudSpotter (together, the “Services”), however accessed, you agree to be bound by these Terms of Use. By accessing or using the Services, you signify that you have read, understood, and agree to be bound by these Terms of Use. The Services are owned or controlled by CloudSpotter. These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Services.

1. General Terms.
(a) You must be at least 13 years old to use the Services. You are prohibited from posting violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Services. You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, the Company prohibits the creation of an account for anyone other than yourself. You also represent that all information you provide or have provided to the Company upon registration and at all other times is true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.

(b) You agree that you will not solicit, collect or use the login credentials of other users of the Services. You are responsible for keeping your password secret and secure. You are prohibited from defaming, stalking, bullying, abusing, harassing, threatening, impersonating or intimidating people or entities and you are prohibited from posting private or confidential information via the Services, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public e-mail addresses.

(c) You are prohibited from using the Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (e.g., federal, state, local and provincial laws) applicable to your use of the Services and your Content (as defined below), including but not limited to, applicable copyright laws. You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “Content”) that you submit, post or display on or via the Services.

(d) You are prohibited from changing, modifying, adapting or altering the Services of another website so as to falsely imply that it is associated with the Services or the Company. You are prohibited from accessing the Company’s private application programming interface (“API”) by means other than those permitted in writing by the Company. You are prohibited from creating or submitting unwanted e-mail, comments, likes or other forms of commercial or harassing communications (also known as “spam”) to any users of the Services. You are prohibited from using domain names or web URLs in your username without the Company’s prior written consent. You are prohibited from interfering or disrupting the Services or servers or networks connected to the Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You are prohibited from injecting content or code or otherwise altering or interfering with the way any CloudSpotter page is rendered or displayed in a user’s browser or device.

(e) You are prohibited from creating accounts with the Services through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper. You are prohibited from attempting to restrict another user from using or enjoying the Services and you are prohibited from encouraging or facilitating violations of these Terms of Use or any other Company terms. Any violation of these Terms of Use may, in the Company’s sole discretion, result in the termination of your CloudSpotter account. You understand and agree that the Company cannot and will not be responsible for the Content provided via the Services and you use the Services at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for the Company, we may stop providing all or part of the Services to you.

(f) The Company does not claim ownership of any Content that you post on or through the Services. Instead, you hereby grant to the Company a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the Content that you post on or through the Services, subject to the Company’s privacy policy, which can be found at http://cloudspotter.com/privacy-policy/ (the “Privacy Policy”), including but not limited to Section 2 (“Protecting Your Information”), Section 3 (“Storing Your Information”), and Section 4 (“Sharing Collected Information”). You can choose who can view your Content and activities, including your photographs, as described in the Privacy Policy.

(g) Some of the Services are supported by advertising revenue and may display advertisements and promotions, and you hereby agree that the Company may place such advertising and promotions on the Services or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. Further, you acknowledge that we may not identify paid services, sponsored content, or commercial communications as such.

(h) It is the Company’s policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, the Company does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite this policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that the Company is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

2. Authorized Users. These Terms of Use form a legally binding contract between you and the Company. By using the Services, you affirm that you are at least 13 years of age. IF YOU ARE UNDER THE AGE OF 13 YEARS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES.

3. Removal and Deactivation of User. The Company reserves the right to, in its sole discretion, remove, block, edit, move or disable any user account at any time that is objectionable to us for any reason. You may deactivate your account by logging into the Services and completing the form. If we terminate your access to the Services or you use the form detailed above to deactivate your account, your photographs, comments, likes, friendships, and all other data will no longer be accessible through your account (e.g., users will not be able to navigate to your username and view your photos), but those materials and data may persist and appear within the Services (e.g., if your Content has been shared by others). Upon termination, all licenses and other rights granted to you in these Terms of Use, if any, will immediately cease.

4. Revisions. You agree to check the Company website periodically for new information and terms that govern your use of the Services. The Company reserves the right to modify the Terms of Use at any time without notice to you. The Terms of Use for new Services are effective immediately upon posting on the Company website. The Company may, in its sole discretion and at any time, discontinue any Services or any part thereof or prevent your use of the Services without notice to you.

5. License Grant. The Services contain content owned or licensed by the Company (“Company Content”). Company Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and the Company, the Company owns and retains all rights in the Company Content and the Services. The Company grants you a personal, limited, non-transferable, non-exclusive license to use the Services. You are prohibited from copying or downloading any Services except with the Company’s prior written approval. In addition, without the prior written approval of the Company, you are prohibited from distributing, publicly performing or displaying, leasing, selling, transmitting, transferring, publishing, editing, copying, creating derivative works from, renting, sub-licensing, decompiling, disassembling, reverse engineering or otherwise making unauthorized use of the Services. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms of Use as well as any other agreements applicable to the Services you are using. Making unauthorized copies or distribution of the Services may result in the termination of your access to the Services, prohibition on use of the Services, and further legal action. Any owner of the Services may take criminal or civil action against you for unauthorized use of intellectual property. You agree to indemnify the Company, its affiliates, employees, agents, representatives, licensors or other third party partners from any breach of these Terms of Use and from any unauthorized or illegal conduct done directly by you or through the use of the Services.

6. Account and Entitlements; Termination of Services. You are prohibited from allowing any third party to use your account. You have the right to cancel your account or a particular subscription to the Services at any time through the Company website or by contacting a sales representative. You agree that the cancellation of your use of the Services is your sole right and remedy with respect to any dispute with the Company. Upon the cancellation of your use of the Services, all data and content produced as a result of the usage of the Services will remain in our server for a minimum of 90 days (the “Retention Period”). During the Retention Period, you may request a copy of such data or content provided that the backup fee, as set forth on the Company’s website, is paid in full and in advance. After the Retention Period, the Company may remove, delete or destroy any of the data and content stored on its server. The decision to destroy any data or content at any time is in the Company’s sole discretion.

7. Rules of Conduct. You agree to the following rules of conduct for the Services:
(a) You shall not indicate that you are a Company employee or representative, or attempt to mislead users by indicating that you represent the Company or any other third party related to the Company.
(b) You may only upload or save information through the Services that you own, have permission to, or a legal right to store or distribute in accordance with these Terms of Use and the applicable law.
(c) You shall not save data nor upload files that contain a virus, worm, spyware, time bombs, corrupted data or other computer programs that may damage, interfere with or disrupt the Services or otherwise interfere with any other person’s ability to use the Services.
(d) You are prohibited from modifying or attempting to modify any part of the Services that the Company does not specifically authorize you to modify.
(e) You may only use the Services on or through any service that is controlled or authorized by the Company.
(f) You shall not conduct any activities that violate the laws of any jurisdiction including, but not limited to, infringement of intellectual property rights, defamation, invasion of privacy, identity theft, hacking, stalking, fraud and the distribution of counterfeit software.
(g) Specific Services may also post additional rules that apply to your conduct on those Services.

8. Compliance with Laws. You shall obey all federal, state, and local laws, regulations and rules that apply to your activities when you use the Services. The Company reserves the right to terminate your account and to prevent your use of any and all Services if your account is used to engage in illegal activity or to violate these Terms of Use.

9. Privacy. We will collect certain information about you in order to provide the Services in accordance with these Terms of Use. Such information may include, but is not limited to, your name, contact information, e-mail address and your account username and password. We may also collect information that you provide in connection with the Services. We will not disclose, trade, rent, sell or otherwise transfer your information without your consent except as otherwise set out herein and in the Privacy Policy, which can be found at http://cloudspotter.com/privacy-policy/. Notwithstanding the foregoing, the Company may transfer information that the Company has about you to third parties if required by law or the legal authorities, as well as in connection with a merger, sale or acquisition involving all or part of our company, or as part of a corporate reorganization or stock sale or other change in corporate control. If the Company undergoes such a business transition, your information may be one of the assets affected.

10. Export Control Laws. The Company and the Services may be subject to U.S. export controls, and export controls of other jurisdictions. By using or downloading any Services, you warrant that you are not located in any country, or exporting the Services to any person or place, to which the U.S., the European Union, or any other jurisdiction has embargoed goods. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Services subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload nor save to the Services any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this section shall survive termination of these Terms of Use.

11. Updates to the Services. THE COMPANY MAY FIND IT NECESSARY TO UPDATE, OR RESET THE SERVICES. THESE UPDATES OR RESETS MAY CAUSE YOU SETBACKS WITHIN THE RELEVANT SERVICES AND MAY AFFECT YOUR USE OF SUCH SERVICES. THE COMPANY RESERVES THE RIGHT TO MAKE THESE UPDATES OR RESETS AND IS NOT LIABLE TO YOU FOR THESE CHANGES OR SETBACKS.

12. Limitations on Warranty and Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES AND THE INTERNET IS AT YOUR SOLE RISK. THE SERVICES, THIRD PARTY SERVICES, AND PRODUCTS ARE PROVIDED ON AN “AS IS,” “WHEREAS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. NO WARRANTY IS GIVEN ABOUT THE QUALITY, FUNCTIONALITY, ACCURACY, AVAILABILITY OR PERFORMANCE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES. THE COMPANY DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT THE COMPANY WILL HAVE ADEQUATE CAPACITY FOR THE SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS ARISING OUT OF OR RELATING TO THE SERVICES IS TO STOP USING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION, USE OR CONTENT ON THE SERVICES. IN NO CASE SHALL THE COMPANY’S, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO THE COMPANY FOR THE SERVICES. IN NO CASE SHALL THE COMPANY OR ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS BE LIABLE FOR INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

13. Indemnification. Upon the Company’s request, you agree to defend, indemnify and hold harmless the Company, its affiliates, employees, agents, representatives, licensors or other third party partners against any claim for any liabilities, damages, losses, judgments and expenses, including attorneys’ fees, that arise from or relate to a breach of these Terms of Use by you. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you. This Section 14 shall survive the termination of these Terms of Use.

14. General Terms. You agree that the Terms of Use are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms of Use. You also understand and agree that if any part of these Terms of Use (including any supplemental terms which are incorporated by reference into these Terms of Use) are held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Company, and the remaining portions shall remain in full force and effect. The failure of the Company to exercise or enforce any right or provision of these Terms of Use will not constitute waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in a writing signed by the Company.

15. Governing Law; Arbitration. These Terms of Use are governed by the State of Illinois, without consideration of its conflicts of laws principles. The parties hereby irrevocably accept and submit to the sole and exclusive personal jurisdiction of the courts located in Cook County, Illinois with respect to any action, suit or proceeding brought by or against it by the other party.

16. Entire Agreement. The Terms of Use (including any other supplemental terms incorporated by reference into this document) and any posted rules or instructions regarding the Services constitute the entire agreement between you and the Company. If there is any conflict between the Terms of Use and any other rules or instructions posted on the Company website, the Company shall resolve such conflict in its sole discretion.