This website and its content (including related domains and mobile sites, the “Site”) and the products and services provided using the Site (“Products and Services”) are owned and operated by Cloud Spectator LLC (“we,” “us,” or “Cloud Spectator”). You, a user of the Site (“you” or “User”) agree to be bound by these terms and conditions of use (“Terms”) by any of the following acts of acceptance: (1) by clicking an “Accept” or similar button or checking a box captioned with acceptance language, (2) by using or accessing the Site or the Products and Services, or (3) by signing up for an account on the Site. If you are using the Site on behalf of a company, non-profit organization, or other legal entity, the terms “you” and “User” shall refer to such entity. You may not use this Site or the Products and Services if you do not agree to these Terms. Please review them carefully.
The Site and Services
Subject to these Terms, Cloud Spectator grants you a limited personal, revocable, non-exclusive, non-transferable license to download, view, copy, and print the Site’s contents, and, to the extent you have purchased Products and Services on the Site, to use those Products and Services in accordance with their respective documentation, solely for your internal business purposes. The content on this Site is licensed, not sold or transferred, even if for convenience we use the terms “sale,” “purchase,” or similar terms.
By signing up for an account, Cloud Spectator will provide you with credentials or keys (such as a user name and password) to access the non-public portions of the Site. You agree not to give these credentials or keys to anyone else or allow anyone else to use or access the private portions of the Site or other protected content. When registering for your account, you must provide true, accurate, current and complete information about yourself, and you must continue maintain and update the information you have provided so that it remains true, accurate, current and complete so long as you continue to use the Site. If you have not been provided an account, your use of the Site will be restricted to the publicly accessible portions of the Site.
Your use of the Site and the Products and Services (other than as a public user) is contingent upon your payment of the prices and fees as indicated on the Site. All fees paid under these Terms are non-refundable and non- cancelable except as expressly provided. All amounts due must be paid in U.S. dollars, and all fees indicated are exclusive of taxes. You will be responsible for, and agree to indemnify and hold Cloud Spectator harmless from, payment of all applicable taxes, including without limitation sales and use taxes, value-added taxes, import duties, and customs fees, excluding only taxes imposed upon Cloud Spectator based on its net income.
- Ownership. The Site and its content contain valuable intellectual property of Cloud Spectator and/or its suppliers, including patent rights, copyrights, trademarks, service marks, trade dress, and trade secrets. All rights not expressly granted in these Terms are exclusively reserved to Cloud Spectator.
- Confidentiality. In the course of using the Site or the Products and Services, you may be exposed to information of a confidential or proprietary nature belonging to Cloud Spectator, such as (by way of example only) information regarding the Products and Services or related technology, or information regarding Cloud Spectator’s business, financial, or marketing activities. You agree that you will not disclose any such information to any third party without Cloud Spectator’s express consent, and that you will not use such information except as expressly authorized by Cloud Spectator.
- Third-Party Services. The Site may include forms that allow you to input criteria for finding service vendors (such as desired features and services, price points, etc.). We will use the information you input to deliver a list of vendors that may fit your need. We may also provide the vendors with your contact information you submit using the form. The vendors we may suggest are independent parties and are not agents or partners of Cloud Spectator. Cloud Spectator does not endorse or recommend the services of any particular vendor. It is entirely up to you to evaluate a vendor’s qualifications. We do not guarantee that we will be able to match your service needs with an appropriate vendor or that there are vendors that are capable or willing to provide your service needs.
- Feedback. We encourage questions, suggestions, and other feedback from our users, and the Site includes feedback forms or other means for you to communicate with us. All feedback you provide is voluntary, and you grant to Cloud Spectator, for any feedback you communicate to us (excluding personal information submitted during account registration and confidential payment information necessary to place orders), an unrestricted nonexclusive, perpetual, royalty-free, irrevocable, transferable, worldwide right and license to use, reproduce, modify, adapt, translate, display, publish, transmit, and distribute such content in any form, medium, or technology now known or later developed, without further compensation, consideration, attribution, or notice, including to incorporate your comments or suggestions into future versions of our Site, services, or product catalog, and/or to share your communication (not including your personally identifiable information) with others. You also warrant (or warrant on behalf of the owner of such rights) that all confidentiality and moral rights in the submitted content have been waived.
You may not:
- modify, alter, reverse engineer, or create derivative works of this Site or its contents;
- distribute to third parties or publically display the Site contents or use any portion thereof for commercial purposes, except as expressly authorized;
- copy, download, use, or distribute (whether or not for commercial purposes) any other user’s personal information or any list or directory of users, except as expressly authorized;
- send other users of the Site spam, surveys, contests, chain letters, pyramid schemes, or other unsolicited bulk or junk messages;
- remove, modify, or obscure any copyright, trademark, or other proprietary notice;
- attempt to (i) gain access to any portion of this Site for which you do not have authorized access, (ii) interfere with or interrupt the operation of this Site (including without limitation through denial of service attacks), or (iii) harm any user of this Site, through hacking, data mining, the use of viruses or other malware, or any other means; or
- otherwise use or access this Site, its contents, or any connected network, system, or database, in any way not authorized by these Terms or in violation of any law.
You agree that you remain responsible for the content that you submit or send using the Site. You agree to defend and hold harmless Cloud Spectator and its affiliates, and their employees, contractors, directors, managers, and representatives, from and against any damages, losses, or costs (including reasonable attorneys’ fees), arising from or in connection with any claim, suit, or action arising out of or relating to (i) your content; (ii) your use of the Site; (iii) your violation or infringement of any right of a third party or any applicable law in connection with the Site; or (iv) your breach of these Terms.
Disclaimer of Warranty
THE SITE AND ALL CONTENT THEREIN, AND ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. CLOUD SPECTATOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM AND EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLOUD SPECTATOR AND ITS SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OF CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, AVAILABILITY, SUPPORT, TIMELINESS, OR PERFORMANCE WITH RESPECT TO THE USE OF THE SITE OR ITS CONTENT. CLOUD SPECTATOR MAKES NO WARRANTY THAT THE SITE, PRODUCTS AND SERVICES, OR ANY CONTENT WILL MEET USER’S NEEDS, BE ERROR FREE OR ACCURATE, WILL OPERATE WITHOUT INTERRUPTION, OR LOSS OF DATA, OR THAT ALL ERRORS WILL BE CORRECTED. ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED HEREIN WILL NOT BE ENFORCEABLE.
Limitations and Exclusions of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, CLOUD SPECTATOR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, INCLUDING FOR LOSS, CORRUPTION, OR INACCURACY OF DATA, LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT AND REGARDLESS WHETHER CLOUD SPECTATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CLOUD SPECTATOR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED AMOUNTS PAID FOR THE SITE AND/OR PRODUCTS AND SERVICES UNDER THESE TERMS FOR THE THREE (3) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO THE LIABILITY (ON A MONTHLY PRO-RATED BASIS IN THE EVENT USER PAYS ON AN ANNUAL BASIS), WITH ALL CLAIMS BEING AGGREGATED IN SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS WHETHER CLOUD SPECTATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Changes to the Site or these Terms
The Site and any of its features or content are subject to change without notice or obligation to you. These Terms and any Site policies or guidelines may be revised at any time in Cloud Spectator’s sole discretion. The date of the latest revision or update will be indicated on these Terms. You agree to keep abreast of recent updates. Upon continued use of the Site, you agree to be bound to any updated terms, policies, or guidelines.
Compliance with Laws
This Site originates from the United States. Cloud Spectator makes no representation that any content will be available or legal in other locations.
You agree to comply with all applicable laws governing your use of the Site. You may not access, download, use or export materials posted to the Site in violation of U.S. export laws or regulations (including but not limited to the Export Administration Regulations), or in violation of any other applicable export or import laws or regulations.
U.S. Government Restricted Rights
The materials on this Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Cloud Spectator’s proprietary rights in them.
Governing Law; Arbitration
Both Cloud Spectator and User agree that all claims or disputes arising out of the Site or these Terms shall be submitted to binding arbitration, provided that the parties shall first attempt to resolve such claim or dispute informally. The arbitration shall by conducted by the American Arbitration Association under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes in Boston, Massachusetts, or as otherwise mutually agreed to by the parties. Any judgment on the award rendered by the arbitrator shall be able to be entered in any court having competent jurisdiction. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Both parties agree that any claim or dispute shall be brought only in a party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims. USER AGREES THAT BY ENTERING INTO THIS AGREEMENT, USER AND CLOUD SPECTATOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief from any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of that party’s data security, intellectual property rights, or other proprietary rights. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to rules or principles regarding conflicts of laws.
These Terms constitute the final, complete, and exclusive agreement of the parties relating to the use of the Site, the Products and Services, and related content, and supersedes and merges all prior discussions between the parties. In the event that any provision of these Terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that all other provisions shall otherwise remain in full force and effect and enforceable. The parties are independent contractors; nothing herein will be construed to create a partnership, joint venture, or agency relationship between the parties, and neither party by virtue of these Terms will have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party. The rights and remedies provided to each party in these Terms are cumulative and in addition to any other rights and remedies available to such party at law or in equity.