Terms of Use

Overview

Nov 1, 2013

Welcome to cloudHQ, a website and online service owned and operated by cloudHQ. ("cloudHQ" "we," or "us"). This page explains the terms by which you may use our service (the “Services”). By accessing or using the cloudHQ services, website, applications and software provided through or in connection with the service, including through a mobile device, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement ("Agreement"), whether or not you are a registered user of our Service. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

We reserve the right to amend this Agreement at any time and without notice. If we do this, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, and others who access the Service ("Users").

By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

Addendum for Business Plan users is here.

Use of Our Service

cloudHQ provides service to integrate, backup, and sync multiple cloud services and accounts.

cloudHQ grants you permission to use the Service as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement. You will need to register with cloudHQ and create a account. Your account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.

cloudHQ can refuse registration of, or cancel an account in its discretion, at any time.

Your Data & Your Privacy

By using our Services you may give us access to your information, project data, files, and folders (together, “your data”). You retain ownership to your data. You are also solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Services.

We sometimes need your permission to do what you ask us to do with your data (for example, hosting, how we trasnfer the data). By allowing our Service to manage your data, you grant us (and those we work with to provide the Services) worldwide, non-exclusive, royalty-free, sublicenseable rights to use, copy, distribute, and prepare derivative works (such as format conversions from Google Docs format to MS Word format). This license is solely to enable us to technically administer, display, and operate the Services. You must ensure you have the rights you need to grant us that permission.

How we use your data is also governed by the cloudHQ Privacy Policy, which you acknowledge. You acknowledge that cloudHQ has no obligation to monitor any information on the Services, even though, if instructed by law enforcement officials as outlined in our Privacy Policy, we may do so. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services. We may disclose information about your account or your data to law enforcement officials as outlined in our Privacy Policy.

Your Responsibilities

Files and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not cloudHQ, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services.

You, and not cloudHQ, are responsible for maintaining and protecting all of your data. cloudHQ will not be liable for any loss or corruption of your data, or for any costs or expenses associated with backing up or restoring any of your data.

If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current. The Services are not intended for use by you if you are under 13 years of age. By agreeing to these Terms, you are representing to us that you are over 13.

Account Security

You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify cloudHQ of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files via cloudHQ, it is your responsibility to use a secure encrypted connection to communicate with the Services.

User Content and Team Management

Some areas of the Service may allow Users to post feedback, comments, questions, data, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. cloudHQ will not review, share, distribute, or reference any such User Content except as provided herein or in our Privacy Policy or as may be required by law. Absent a Team Owner (as defined below), all such User Content is owned by the User who posted it to the Service. If a Network has a Team Owner, all such User Content is the property of the company to which the Network belongs (including all User Content posted to a specific Group or Groups within a Network). In either case, cloudHQ does not have, nor does it claim, any ownership rights in any User Content.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

You are solely responsible for your interactions with other cloudHQ Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Our Proprietary Rights

Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "cloudHQ Content"), and all Intellectual Property Rights related thereto, are the exclusive property of cloudHQ and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the cloudHQ Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place cloudHQ under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, cloudHQ does not waive any rights to use similar or related ideas previously known to cloudHQ, or developed by its employees, or obtained from sources other than you.

Free Plan

cloudHQ Free plan cannot be used for revenue-generating or commercial purposes unless explicitly granted by cloudHQ.

Code of Conduct

cloudHQ has the right, but not the obligation, to remove Content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, that violates any party's intellectual property, or that is detrimental to the quality or intended spirit of the cloudHQ Service. cloudHQ also has the right, but not the obligation, to limit or revoke the use privileges of the account of anyone who posts such Content.

cloudHQ is Available “AS-IS”

Though we want to provide a great service and excellent support, there are certain things about the Service we can’t promise. For example, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (We are not shouting- it’s just that these disclaimers are really important, so we want to highlight them). cloudHQ will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

THE cloudHQ SERVICE IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO THE OPERATION OF THE cloudHQ SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE cloudHQ SERVICE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, cloudHQ AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, cloudHQ AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER INFORMATION CONTAINED IN THE cloudHQ SERVICE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. cloudHQ DOES NOT WARRANT THAT THE SATISFACTION SERVICE WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE cloudHQ SERVICE IS FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM cloudHQ OR THE cloudHQ SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLOUDHQ, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CLOUDHQ HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO CLOUDHQ FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.

Miscellaneous Legal Terms

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and cloudHQ with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. cloudHQ's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but cloudHQ may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. cloudHQ and you are not legal partners or agents; instead, our relationship is that of independent contractors.


Nov 1, 2013
This section of the agreement only applies to cloudHQ for Business customers.

Overview

This cloudHQ for Business Agreement (the "Agreement") is between cloudHQ LLC ("cloudHQ") and Customer or End User, as applicable. This Agreement governs access to and use of the cloudHQ for Business services, cloudHQ Business Plan service, and any client software (the "Services" or "cloudHQ for Business" or "cloudHQ Business Plan").

The Customer ordering the Services: If you are ordering the Services, then by creating account, signing your contract for the Services or using cloudHQ for Business, you agree to this Agreement as a "Customer." If you are agreeing to this Agreement for use by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services.

End Users: If you are using the Services as an "End User", then by creating account or using cloudHQ for Business you agree to this Agreement (especially note sections 1 and 13) and the cloudHQ Terms of Service at https://www.cloudHQ.net/terms. To the extent this Agreement conflicts with the cloudHQ Terms of Service, this Agreement controls. Please take note that in this Agreement, you are agreeing that your Administrator may be able to control account information and access to your cloudHQ for Business account.

By using the Services you agree to be bound by these Terms.

End User

Accounts: When joining a cloudHQ for Business account, an End User may join with a new account or convert an existing personal account into a cloudHQ for Business account. It's important to note that once an End User's personal account becomes a cloudHQ for Business account, it will be subject to the Administrator's control. End Users must use the Services in compliance with any employment obligations and the Customer's terms and policies.

Administrator Control: An End User's Administrator may have the ability to access, disclose, restrict, or remove information in or from an End User's cloudHQ for Business account. Administrators may also have the ability to monitor, restrict, or terminate access to an End User's cloudHQ for Business account. An End User may not be able to disassociate his or her cloudHQ for Business account from the organization.

Customer Obligations

Compliance: Customer will use the Services in compliance with the cloudHQ Terms of Service including the Acceptable Use Policy. Customer will obtain and maintain any consents from End Users to allow Administrators to engage in the activities described in this Agreement and to allow cloudHQ to provide the Services. Customer represents, and must ensure, that its End Users are governed by this Agreement, the cloudHQ Terms of Service, and consent to the cloudHQ Privacy Policy. Customer Administration of the Services. Customer may specify End Users as "Administrators" through the administrative console. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrator use of the Services complies with this Agreement. cloudHQ's responsibilities do not extend to the internal management or administration of the Services for Customer.

Unauthorized Use & Access: Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of the Services. The Services are not intended for use by End Users under the age of 13. Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify cloudHQ of any unauthorized use of, or access to, the Services.

Restricted Uses: Customer will not (i) sell, resell, or lease the Services or (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury. Customer, not cloudHQ, is responsible for any applicable vertical or industry-specific regulation compliance (e.g. HIPAA).

Third Party Requests:

  • "Third Party Request" means a request from a third party for records relating to an End User's use of the Services including information in or from an End User or Customer cloudHQ for Business account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
  • Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact cloudHQ only if it cannot obtain such information despite diligent efforts.
  • cloudHQ will make commercially reasonable efforts, to the extent allowed bylaw and by the terms of the Third Party Request, to: (A) promptly notify Customer of cloudHQ's receipt of a Third Party Request; (B) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then cloudHQ may, but will not be obligated to do so.
  • Communication Setting Management. Customer is responsible for maintaining all "opt-in/out" settings for communications from or via cloudHQ for all of Customer's End Users. Customer will use reasonable efforts to answer any requests from End Users regarding such settings.

Services

Provision of Services: Customer may access and use the Services made available by cloudHQ under this Agreement.

Facilities and Data Transfer: cloudHQ will use commercially reasonable efforts to ensure that all facilities used to store and process Customer Data meet commercially reasonable security standards. By using the Services, Customer consents to transfer, syncing, and conversion of Customer Data. "Customer Data" means any data and content is transmitted (trasnfered, sync'd) via the Services by Customer or End Users.

Modifications to the Services: cloudHQ may update the Services from time to time. If cloudHQ changes the Services in a manner that materially reduces their functionality, cloudHQ will inform Customer, unless Customer has opted-out of communications of that type from cloudHQ.

Limitations on Use of Services: cloudHQ may impose reasonable limitations on bandwidth and sync usage for the Services.

Support

Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to use of the Services. Customer will use reasonable efforts to resolve support issues before escalating them to cloudHQ.


Suspension

Of End User Accounts by cloudHQ: If an End User (i) violates this Agreement or the cloudHQ Terms of Service; (ii) uses the Services in a manner resulting in excessive support requests; or (iii) uses the Services in a manner that cloudHQ reasonably believes will cause it liability, then cloudHQ may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then cloudHQ may do so.

Security Emergencies: Notwithstanding anything in this Agreement, if there is a Security Emergency then cloudHQ may automatically suspend use of the Services. cloudHQ will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third party access to the Services.

Intellectual Property Rights

Reservation of Rights: THIS AGREEMENT DOES NOT GRANT cloudHQ ANY RIGHTS TO CUSTOMER'S OR END USERS' FILES OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN THOSE FILES EXCEPT FOR THE LIMITED RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT THAT ARE NEEDED TO RUN THE SERVICES. This Agreement does not grant Customer or End Users (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use the cloudHQ trademarks, logos, domain names, or other brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

Limited Permission: cloudHQ may need Customer permission to do things that Customer or End User ask cloudHQ to do with cloudHQ for Business accounts, for example, transferring and downloading files at Customer or End User's direction. This includes product features visible to Customer or End User, for example, convert documents from Google Docs format to MS Office. It also includes design choices made to technically administer the Services, for example, how the Service redundantly backs up data to keep it safe. Customer grants cloudHQ the permissions cloudHQ needs to do those things solely to provide the Services and for cloudHQ to meet its obligations and exercise its rights under this Agreement. This permission also extends to third parties cloudHQ works with to provide the Services.

Suggestions: While we appreciate it when users send us feedback, we may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send cloudHQ or post in cloudHQ's forums without any obligation to Customer or End Users.

Customer List: cloudHQ may include Customer's name in a list of cloudHQ customers on the cloudHQ website.

Third Party Services

If Customer uses any third-party service with the Services, (a) the service may access or use Customer's or End User's information; (b) cloudHQ will not be responsible for any act or omission of the third party, including the third party's use of Customer's or End User'


Disclaimers

THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER cloudHQ NOR CUSTOMER MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT. cloudHQ MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN OR FROM AN END USER OR CUSTOMER SERVICES ACCOUNT. cloudHQ is not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information in or from an End User or Customer Services account. cloudHQ has no responsibility or liability for the deletion or failure to store any information in or from an End User or Customer Services account.

Fees & Payment

Fees: Customer will pay, and authorizes cloudHQ to charge using Customer's selected payment method, for all applicable fees. If Customer enrolls in the annual billing plan, fees are refundable within the first 30 days of the Services. Otherwise, fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to cloudHQ. cloudHQ may suspend or terminate the Services if fees are 30 days past due.

Auto Renewals and Trials: IF CUSTOMER'S ACCOUNT IS SET TO AUTO RENEWAL, OR IS IN A TRIAL PERIOD, cloudHQ MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL, OR FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES cloudHQ THAT CUSTOMER WANTS TO CANCEL OR DISABLE AUTO RENEWAL. cloudHQ may revise Service rates by providing Customer at least 30 days notice prior to the next charge.

Taxes: Customer is responsible for all taxes. cloudHQ will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide cloudHQ with an official tax receipt or other appropriate documentation.


Term & Termination

Term: This Agreement will remain in effect until Customer's subscription to the Services expires or terminates, or until the Agreement is terminated.

Termination for Breach: Either cloudHQ or Customer may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

Termination at Will: Customer may terminate this Agreement at any time by disabling Customer's Services account via the Services administrative console.

End User Termination: End Users may stop using the Services at any time.

Effects of Termination: If this Agreement terminates: (i) the rights granted by cloudHQ to Customer will cease immediately (except as set forth in this section); (ii) the rights granted by cloudHQ to End User will cease immediately; (iii) cloudHQ may provide Customer access to its account at then-current rates so that Customer may export its information; and (iv) after a commercially reasonable period of time, cloudHQ may delete any data relating to Customer's account. The following sections will survive expiration or termination of this Agreement: 1(c) (Administrator Control), 2(e) Third Party Requests, 6 (Intellectual Property Rights), 8 (Disclaimers), 9 (Fees & Payment), 10(d) (End User Termination), 10(e) (Effects of Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Miscellaneous).

Indemnification

By Customer: Customer will indemnify, defend, and hold harmless cloudHQ from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim regarding: (i) Customer Data; (ii) Customer's use of the Services in violation of this Agreement or Acceptable Use Policy; or (iii) use of the Services by Customer's End Users.

By cloudHQ: cloudHQ will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a claim by a third party against Customer to the extent based on an allegation that cloudHQ's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will cloudHQ have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by cloudHQ, and (ii) any content, information, or data provided by Customer, End Users or other third parties.

Possible Infringement: If cloudHQ believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then cloudHQ may: (i) obtain the right for Customer, at cloudHQ's expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If cloudHQ does not believe the options described in this section are commercially reasonable then cloudHQ may suspend or terminate Customer's use of the impacted Services (with a pro- rata refund of pre-paid fees for the Services).

General: The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE cloudHQ AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

Limitation of Liability

Limitation on Indirect Liability: EXCEPT FOR cloudHQ OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER cloudHQ NOR CUSTOMER WILL BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

Limitation on Amount of Liability: cloudHQ'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY CUSTOMER TO cloudHQ HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Miscellaneous

Terms Modification: cloudHQ may revise this Agreement from time to time and the most current version will always be posted on the cloudHQ for Business website. If a revision, in cloudHQ's sole discretion, is material, cloudHQ will notify you (for example to the email address associated with the applicable account). Other revisions may be posted to cloudHQ's blog or terms page, and you are responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may cancel the Services. If the revision is material and Customer cancels before the effective date of the revision, cloudHQ will refund a pro-rated amount of any fees Customer paid in advance for the Services for the unused portion of the term. If End User does not agree to the revised Agreement terms, End User must stop using the cloudHQ for Business account. Customer may grant approvals, permissions, extensions and consents by email.

Entire Agreement: The Agreement, including Customer's invoice, the cloudHQ Terms of Service constitute the entire agreement between you and cloudHQ with respect to its subject matter of this Agreement, and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Agreement, the cloudHQ Terms of Service,

Governing Law: THE AGREEMENT AND SERVICES WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, AND THE PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.

Severability: Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect.

Notice: Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address, and are deemed given when sent. Notices to cloudHQ must be sent to cloudHQ, LLC, 2127 30th Ave, San Francisco, CA 94116, with a copy to the Legal Department.

Waiver: A waiver of any default is not a waiver of any subsequent default.

Assignment: Customer may not assign or transfer any part of this Agreement without the written consent of cloudHQ. cloudHQ may not assign this Agreement without providing notice to Customer, except cloudHQ may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.

No Agency: cloudHQ and Customer are not legal partners or agents, but are independent contractors.

Force Majeure: Neither cloudHQ nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

No Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third party beneficiaries to Customer's rights under this Agreement.

Export Restrictions: The export and re-export of data via the Services may be controlled by the United States Export Administration Regulations. The Services may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States and Customer must ensure that Administrators and End Users do not use the Services in violation of any export restriction or embargo by the United States. In addition, Customer must ensure that the Services are not provided to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

The end of agreement