SITE AGREEMENT

CLOUDCOREO SITE AGREEMENT (23 Nov 2016)

1. ACCEPTANCE OF THE SITE AGREEMENT

a. Thank You for visiting the Site. Capitalized terms in these website terms of use (the “Site Agreement”) are either defined in Section 2 below or by explanation within the Agreement followed by the capitalized term set out in parentheses, by way of example only (a “Parenthetical Definition”).

b. THIS SITE AGREEMENT MAY BE ENTERED INTO BETWEEN YOU AND CLOUDCOREO IN ONE OR A COMBINATION OF BOTH OF THE FOLLOWING TWO METHODS: (i) BY ACCESSING OR USING THE SITE FOR ANY PURPOSE (OTHER THAN TO REVIEW AND EITHER AGREE OR DECLINE TO BE BOUND BY THE SITE AGREEMENT), OR (ii) BY EXECUTING AN ON-LINE CONFIRMATION OR AFFIRMATION ON THE SITE THAT REQUIRES YOU AS AN AUTHORIZED INDIVIDUAL TO CLICK “I ACCEPT,” OR “I AGREE,” OR PROVIDE ANOTHER SIMILAR ON-LINE EXPRESSION OF YOUR AGREEMENT TO BE BOUND UNDER THIS SITE AGREEMENT.

c. BY USING THE SITE FOR ANY PURPOSE (MORE THAN REVIEWING THIS SITE AGREEMENT) OR BY CLICKING “I ACCEPT,” OR “I AGREE,” OR PROVIDING ANOTHER SIMILAR ON-LINE EXPRESSION OF YOUR AGREEMENT TO BE BOUND, YOU AND THE ORGANIZATION, ENTITY OR OTHER PERSONS ON WHOSE BEHALF YOU ARE ACTING BOTH AGREE TO THE FOLLOWING: (i) THAT YOU AS AN INDIVIDUAL PERSON HAVE THE NECESSARY AUTHORITY TO BIND ANY OTHER PERSONS, LEGAL ENTITIES, OR ANY ORGANIZATIONS COMPOSED OF PERSONS, LEGAL ENTITIES OR BOTH, ON WHOSE BEHALF YOU THE INDIVIDUAL PERSON ARE USING THE SITE EITHER NOW OR AT ANY TIME IN THE FUTURE, AND (ii) YOU (AS BROADLY DEFINED IN SECTION 2 below) AGREE TO BE BOUND BY ALL OBLIGATIONS, CONDITIONS, RESTRICTIONS AND OTHER TERMS SET FORTH IN THE SITE AGREEMENT.

2. DEFINITIONS.

“CloudCoreo” means CloudCoreo, Inc., a Delaware corporation.

“CloudCoreo Open Source Components” means certain software components included in or used in conjunction with the CloudCoreo Software by You or a customer (“Customer”) in or with source code under this Agreement that can be modified by You or a Customer and other users, including Open Composites (with the “Default Panel). Section 20 of this Customer Agreement provides for what terms govern in the event of any conflict between terms of this Site Agreement and the terms of any open source software license agreement that applies to CloudCoreo Open Source Components.

“CloudCoreo Software” means the software CloudCoreo makes available to its Customers for subscription use through the Site that is specifically referred to on the applicable Customer Order, including all updates, libraries, databases, plug-ins, messaging services, authentication sub-functions, certificate management, and environments CloudCoreo provides to its Customers. CloudCoreo Software also includes the CloudCoreo Software Agent, the command line interface (“CLI”) any Proprietary CloudCoreo Composites.

“CloudCoreo Software and Other Services” means any CloudCoreo software provided to Customers as a subscription service, any CloudCoreo Open Source Components and any other services that CloudCoreo makes available or provides to any Customers directly or indirectly through the Site that requires Customer registration or execution of a Customer Order or both.

“Composite” means a layered and inheritable cloud reference design for use with the CloudCoreo Software engine that simplifies reusing, extending, combining, and distributing changes to any cloud infrastructure design. A Composite can specify a single micro-service, a group of services, a complex application, or entire data center definition, and include a true software based inheritance approach that improves the fundamental building blocks for cloud infrastructure lifecycle management. A Composite dynamically specifies the desired current and end states of Yours or a Customer’s cloud deployment, including all required resources and service dependencies, including networking, security, storage, compute as well as container and serverless functions offered by a cloud provider. A Composite also includes “Chains” that provide an event program allowing You or a Customer to search, filter and write conditions on any data set, as well as “Functions” that enable You or a Customer to create smart logic within a Composite creating a reference design that can take dynamic actions.  Finally, a Composite also includes “Panels” that enable You or a Customer to define custom UIs and operational tasks, and how resources are represented in the CloudCoreo Software UI. An “Open Composite” is provided or approved for use by CloudCoreo or a third party in source code that You or the Customer may modify in accordance with an applicable open source software license and this Site Agreement. A “Proprietary CloudCoreo Composite” is provided to the Customer by CloudCoreo on a limited basis and subject to restrictions on use, modification and distribution.

“Customer Order” means a contractual document presented to any Customer that when accepted by on-line “click-through” or executed by the Customer evidences the entire agreement and transaction terms between the Customer and CloudCoreo for any CloudCoreo Software and Other Services set forth in the Customer Order, including but not limited to, the scope of the Customer’s rights to use the specific CloudCoreo Software and Services, the number of the Customer’s individual users permitted by CloudCoreo to use the CloudCoreo Software and Services on behalf of Customer, the duration of those rights, any fees charged by CloudCoreo for any such services, and the online “Customer Agreement“ as incorporated by reference into and made a part of the Customer Order.

“Feedback” means any ideas, suggestions, or comments that You provide to CloudCoreo related to the Site, Site Materials, CloudCoreo Software and Other Services, or any other CloudCoreo technologies, products, service or business activities (in beta, pre-release or released versions).

“Malware” means any viruses, trojan horses, worms, logic bombs or any other harmful and malicious software code or routine.

“Marks” mean CloudCoreo®, cloudcoreo.com, and any other graphics, logos, page headers, buttons, icons, scripts, and service names are trademarks, registered trademarks, or trade dress of CloudCoreo or its affiliates or of other third parties (excluding You) in the U.S. and/or other countries.

“Other User Content” means any information, material and other content that a user of the Site, other than You or someone using the Site on Your behalf, uploads, posts or transmits through the Site, including but not limited to any software, Composites, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials, but excluding any of Your Content or Site Content.

“Site” means the website for CloudCoreo, Inc., located at www.cloudcoreo.com, including all subpages, other websites under the “cloudcoreo.com” domain, and all websites under any other domains that, based on available information, you know or reasonably should know are controlled by CloudCoreo.

“Site Agreement” means this agreement for use of the Site and all Site Materials (defined below).

“Site Content” means any content that is built into or provided by CloudCoreo on the Site, including but not limited to, all the visual interfaces, graphics, design, systems, methods, information, software, other computer code, services, stylized appearance, data, reports, text, images, sounds, video, and any compilation, organization and structure of the foregoing, but excluding any of Your Content or Other User Content.

“Site Materials” means the Site, any Site Content, any other software other than the CloudCoreo Software that is related to CloudCoreo’s business, and any Other User Content or other third party materials uploaded or posted on or through the Site and the information technology system infrastructure on which the Site operates or depends, but excluding any of Your Content.

“You” or “Your” means any individual person(s) using the Site for any purpose other than reviewing the Site Agreement prior to agreeing or declining to be bound, as well as any other person(s), legal entity or other organization composed of people or legal entities or both on whose behalf that individual person is using the Site, for reasons including but not limited to an employment, agency, contractual or other relationship.

“Your Content” means any information, material and other content You upload, post or transmit through the Site, including but not limited to any software, Composites, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials. Although Your Content includes any Composites that You create or modify and then redistribute (“Your Composites”), Section 20 of this Site Agreement provides for what terms govern in the event of a conflict between terms of this Site Agreement and the terms of any open source software license agreement that applies to Your Composites.

3. WHO IS ALLOWED TO USE THE SITE
The Site Agreement further expressly conditions using the Site on the following:

a. You are 18 years or older;
b. Any use and registration to use the Site are being performed by a human being, and not a “bot” or other automated method;
c. All information You submit to CloudCoreo while using the Site is truthful and accurate;
d. You will update the information You submitted to CloudCoreo while using the Site as necessary to make it truthful and accurate;
e. You will not use the site in a manner that violates applicable laws or regulations;
f. You will secure and restrict use of any account and password for access to any portion of the Site to avoid any unauthorized access and use of the Site by others, and You are solely and absolutely responsible and liable for any harm or damages that result from Your failure to do so; and
g. You are responsible for, and liable for any harm or damages that result from, any activity that occurs under Your account (including any activity on the Site by others who have accounts that you authorized because You have an account).

4. SITE AGREEMENT UPDATES

CloudCoreo may revise and update this Site Agreement at any time for any reason in its sole and absolute discretion. Updates and revisions to the Site Agreement are effective immediately on posting onto the Site, and CloudCoreo will indicate at the top of this page the date the current Site Agreement was last revised. It is Your responsibility to check the Site Agreement for changes. Your continued use of any Site Materials after the date any such changes become effective constitutes Your agreement to be bound by the new, updated or revised Site Agreement. If You do not wish to accept the new, updated or revised Site Agreement, immediately cease using any Site Materials.

5. REGISTERING WITH THE SITE, PRIVACY, AND INFORMATION SECURITY

a. CloudCoreo may require You to provide certain registration and other information as a condition to You accessing certain features of and information provided through the Site. Because CloudCoreo will rely on the information You provide to CloudCoreo to use the Site, it is critical that the information is true and accurate, and that You maintain the accuracy and truthfulness of the information.

b. You agree that all information You input when You use the Site, through Your registration or any other interactions with the Site, is governed by CloudCoreo’s Privacy Policy, and You consent to CloudCoreo’s use of information You provide in accordance with CloudCoreo’s Privacy Policy.

c. If the Site or any person acting on behalf of CloudCoreo provides You with user authentication credentials (user name, password, etc.) for creation of a user account and secure access to restricted pages of the Site, You agree to keep that account access information personal to You, to protect the security and confidentiality of that account access information, and not to disclose or provide that account access information and any access to such secure and restricted pages of the Site to any third party. As an example only and not limiting Your obligations in this paragraph, You agree to use care to completely log out of Your user account when You are finished using secure and restricted pages on the Site, and to exercise care and caution to appropriately protect Your account access information in less secure and public environments, including but not limited to logging onto Your Site account in public places, and using shared computing resources and Wi-Fi networks available to others, including the general public.

d. You agree that CloudCoreo has the right in its sole and absolute discretion to restrict Your access to and use of secure and restricted pages of any Site Materials, including but not limited to disabling Your user authentication and account access privileges to the secure and restricted pages of any Site Materials. You agree to notify CloudCoreo immediately of any unauthorized access, that You know or should reasonably know about, to either the secure and restricted pages of any Site Materials or Your account access information.

6. PROPRIETARY RIGHTS AND RESTRICTIONS.

a. As between You and CloudCoreo, You agree that CloudCoreo is the legal owner of and has all right, title and interest in and to any CloudCoreo Software and Other Services or any Site Materials. Any CloudCoreo Software and Other Services or any Site Materials are protected by any combination of applicable copyright, trade dress, patent, trade secret, and trademark laws (and any international conventions related to the same). Without limiting the preceding in any way, all trademarks, service marks, and trade names displayed in any CloudCoreo Software and Other Services or any Site Materials (the “Marks”) are owned by CloudCoreo or third parties who have authorized CloudCoreo to display their Marks. You are not permitted to use the Marks without written authorization of an authorized representative of CloudCoreo or such third party. Please carefully read CloudCoreo’s Trademark Policy at https://assets.cloudcoreo.com/tm-policy/ for more specific guidelines about the Marks.

b. Except as is expressly authorized by this Site Agreement, another valid agreement between You and CloudCoreo or in writing by an authorized representative of CloudCoreo, you agree you will not sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make available to any third party any CloudCoreo Software and Other Services or any Site Materials, including but not limited to any unauthorized copying modifying, framing, reposting, publicly performing or displaying, selling, reproducing, distributing, or creating derivative works of any CloudCoreo Software and Other Services or any Site Materials. You may however copy, use, modify and make derivative works from the CloudCoreo Open Source Components the CloudCoreo provides to you under this Site Agreement, but only for Your own internal use.

c. Except as expressly set forth in this Site Agreement or another valid agreement between You and CloudCoreo, Your use of the Site does not grant to You ownership of or any other rights with respect to any CloudCoreo Software and Other Services or any Site Materials, whether by implication, estoppel, or otherwise, and CloudCoreo reserves all rights to any CloudCoreo Software and Other Services or any Site Materials.

7. PROHIBITED USE.

a. Your use of any CloudCoreo Software and Other Services or any Site Materials must be legal under any applicable laws and also comply with this Site Agreement. You will not, nor will you enable a third party in any way to, use or try to use any CloudCoreo Software and Other Services or any Site Materials for any illegal (including criminal) purpose under any applicable laws, including but not limited to the following:

(i) violating data, privacy or export control laws;

(ii) infringing, misappropriating or violating any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

(iii) trying to exploit or harm, or exploiting or harming, minors in any way, including without limitation, by exposing them to inappropriate content, or requesting or acquiring their personally identifiable information;

(iv) transmitting or assisting in any manner others to transmit any solicitations, advertising or promotional material like “junk mail”, “chain letters”, “spam” or the like;

(v) impersonating, trying to impersonate, or helping others to impersonate or try to impersonate CloudCoreo, a CloudCoreo employee or authorized representative, an authorized CloudCoreo user or any other person authorized to use any CloudCoreo Software and Other Services or any Site Materials (e.g., by using any of the e-mail addresses, user ID or password associated of any of the foregoing);

(vi) using any CloudCoreo Software and Other Services or any Site Materials, or posting or transmitting through the Site Your Content in any manner that violates in any way the rights of other persons or solicits, encourages or promotes illegal activities, including but not limited to activities that threaten, abuse in any way, harass, defame, libel, disparage, invade the privacy or publicity rights of other persons or that are vulgar, obscene, bigoted or hateful, profane, scandalous, obscene; or

(vii) engaging in any other conduct that restricts or inhibits any other person’s use or enjoyment of any Site Materials, or which, as determined by CloudCoreo in its sole and absolute discretion, may harm or expose to liability any of either CloudCoreo, its licensors and suppliers, or other authorized users of any Site Materials.

b. You agree you will not Yourself, or assist others to, obtain or try to obtain unauthorized access to and use of any CloudCoreo Software and Other Services or any Site Materials, including but not limited to doing so in the following ways:

(i) circumventing any encryption or other security measures that any CloudCoreo Software and Other Services or any Site Materials use to manage and allow authorized access;

(ii) accessing or trying to access any CloudCoreo Software and Other Services or any Site Materials by any means other than through the interface(s) that CloudCoreo provides to users of the Site or Customers of any CloudCoreo Software and Other Services; or

(iii) using any automated technology or process (e.g., robot, crawler or other automated means) or manual process, obtain unauthorized access to any CloudCoreo Software and Other Services or any Site Materials for any purposes, including monitoring user activity or accessing, using or copying without permission any CloudCoreo Software and Other Services or any Site Materials;

c. You also agree not to, or not to assist others to, interfere with or disrupt in any manner the availability, integrity or performance of any CloudCoreo Software and Other Services or any Site Materials, including but not limited to doing so in the following ways:

(i) using any device, software, or other technology or process that interferes with the proper function of any CloudCoreo Software and Other Services or any Site Materials;

(ii) infecting any CloudCoreo Software and Other Services or any Site Materials with Malware;

(iii) using a denial-of-service attack or a distributed denial-of- service attack against the Site;

(iv) trying to gain or gaining unauthorized access to, interfering with, damaging or disrupting any parts of the information technology infrastructure, computers or databases on which any CloudCoreo Software and Other Services or any Site Materials are stored or depend for proper function; or

(v) trying or helping others to try to otherwise interfere with the proper function of any CloudCoreo Software and Other Services or any Site Materials.

CloudCoreo reserves the right to the fullest extent permitted by law to pursue prosecution of and seek damages from any person for illegally (including criminally) trying to intentionally harm or disrupt any CloudCoreo Software and Other Services or any Site Materials.

8. YOUR CONTENT

a. While using the Site in compliance with this Site Agreement, You may upload, post or transmit on or through the Site Your Content. You also may submit Feedback. You agree that by uploading, posting or transmitting any of Your Content or Feedback to CloudCoreo, including but not limited to on or through the Site, You have no expectation of, and CloudCoreo has no obligations to You for, confidentiality or privacy in any of Your Content or Feedback.

b. You grant CloudCoreo a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, perform Your Content and any Feedback and to make, have made, sell, offer to sell, and import any products or materials that include or incorporate any of Your Content and any Feedback in connection with the Site and CloudCoreo’s business, including but not limited to any CloudCoreo Software and Other Service or any Site Materials.

c. You understand that the operation of the Site, including Your Content, may be unencrypted and involve transmission of Your Content to CloudCoreo’s third party vendors and other partners to operate and maintain CloudCoreo’s business including but not limited to the Site. Accordingly, you acknowledge that CloudCoreo has no obligations or responsibilities whatsoever for adequate security, protection and backup of Your Content, CloudCoreo will have no liability to You for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content. CloudCoreo has the right, but not the obligation, to monitor the Site and Your Content. CloudCoreo may remove or disable any of Your Content at any time and for any reasons, in CloudCoreo’s sole and absolute discretion.

d. You represent and warrant that (a) You own and or have all rights necessary to upload, post or transmit any of Your Content or Feedback on or through the Site, and to grant any rights to CloudCoreo in any of Your Content or Feedback pursuant to this Site Agreement; (b) any of Your Content or Feedback is accurate and truthful; and (c) uploading, posting, or transmitting any of Your Content or Feedback on or through the Site, and Your granting the rights to CloudCoreo in any of Your Content or Feedback, pursuant to this Site Agreement does not and will not infringe or violate any rights of, or cause injury to, any other person or entity.

e. You agree that uploading, posting or transmitting any of Your Content or Feedback on or through the Site, and Your granting the rights to CloudCoreo in any of Your Content or Feedback, pursuant to this Site Agreement will not result in any “Prohibited Use” under Section 7 of this Site Agreement.

f. For the avoidance of any doubt, Section 20 of this Site Agreement provides for any conflicts between the terms of this Site Agreement and the terms of any open source software license agreement that applies to any Composites that You create or modify and redistribute.

9. OTHER THIRD PARTY WEBSITES

a. The Site may include links to other third party websites (“Other Websites”). CloudCoreo does not have any control over or responsibility for Other Websites, including but not limited to the quality of content included on or accessible from Other Websites (“Other Website Content”), and is not and will not in the future be responsible in any way for inspecting Other Websites or Other Website Content.

b. You assume all risks of and responsibility for using any Other Websites or Other Website Content, including but not limited to complying with any other contractual obligations arising from Your accessing or using any Other Websites or Other Website Content, and any risks to You, to CloudCoreo or other third parties of You transmitting any Malware from any Other Websites or Other Website Content.

10. PROTECTING YOUR INTELLECTUAL PROPERTY RIGHTS/DMCA

a. CloudCoreo respects intellectual property rights of others, and CloudCoreo obeys applicable copyright law by responding to notices of alleged infringement in accordance with The Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). As part of its response, CloudCoreo may remove or disable access to any content or material residing on the Site that You or a third party claim to be infringing, and in that case CloudCoreo will try in good-faith to contact any other person who submitted the affected content or material so that they may make a counter notification, also in accordance with the DMCA.
(As set forth in Section 9 above, CloudCoreo does not control Other Websites or Other Website Content, and cannot remove the same. If you are the copyright owner of content hosted on any Other Website, and you have not authorized the use of your content, please contact the DMCA agent or administrator of that Other Website directly to have the content removed.)
b. Before providing CloudCoreo with any notice under the DMCA of infringing material (“DMCA Notice”), please consider contacting a lawyer to better understand your rights and obligations under the DMCA and other applicable laws, as the DMCA obligates both the parties serving and receiving a DMCA Notice. The DMCA Notice must comply with the DMCA requirements to be effective. If You knowingly materially misrepresent that content or material on the Site is infringing Your copyright, You may be liable for damages (including costs and attorneys’ fees) under the DMCA. The following DMCA Notice requirements are intended to comply with CloudCoreo’s rights and obligations under the DMCA and, in particular, section 512(c) of the DMCA, and are not legal advice.
To submit a DMCA Notice regarding content on the Site, please provide the following details in your DMCA Notice:
Reasonably sufficient details to enable CloudCoreo to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);
Reasonably sufficient detail to enable CloudCoreo to identify and locate the content or material that is claimed to be infringing (for example a link to the page that contains the content or material);
Your contact information so that CloudCoreo representatives can contact you (for example, your address, telephone number, email address);
A statement that you have a good faith belief that the use of the material identified in the second paragraph above is not authorized by the copyright owner, its agent, or the law;
A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
Your physical or electronic signature.
Then send Your DMCA Notice to:

By Mail:
CloudCoreo DMCA Agent
CloudCoreo, Inc.
4th Floor, 320 Westlake Ave N
Seattle, WA 98109

Email: DMCA_Notices@cloudcoreo.com

11. DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES

a. ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES AND THE SITE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS (TO THE EXTENT NO EXPRESS WARRANTIES APPLY UNDER ANOTHER RELATED AND SUPPLEMENTAL ON-LINE AGREEMENT) WITHOUT ANY OTHER WARRANTIES OF ANY KIND, AND CLOUDCOREO EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF TITLE/NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU USE, DOWNLOAD, OR OBTAIN (AS APPLICABLE) ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES AND SITE MATERIALS AT YOUR OWN RISK AND YOU ARE SOLELY REPONSIBLE FOR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY USE OR DOWNLOAD OF ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES AND SITE MATERIALS. YOU AGREE THAT CLOUDCOREO DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES AND SITE MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR MALWARE-FREE, AS TO ANY RESULTS THAT MAY BE OBTAINED FROM USE OF ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES AND SITE MATERIALS, THAT ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES AND SITE MATERIALS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM CLOUDCOREO OR THROUGH ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES AND SITE MATERIALS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS SITE AGREEMENT (OR ANOTHER RELATED OR SUPPLEMENTAL ON-LINE AGREEMENT AS APPLICABLE). YOU ARE SOLELY AND ABSOLUTELY RESPONSIBLE FOR PROTECTING YOURSELF WHILE USING ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES AND SITE MATERIALS, INCLUDING BUT NOT LIMITED TO YOUR USE OF INDUSTRY RECOGNIZED SOFTWARE TO DETECT AND REMOVE, DESTROY OR QUARANTINE ANY MALWARE FROM ANY SITE MATERIALS YOU ACCESS, USE OR DOWNLOAD FROM THE SITE.

b. CloudCoreo assumes no responsibility and liability for any Site Materials, Your Content or any Other User Content stored or uploaded on the Site, or for any resulting loss or damage, and CloudCoreo is not responsible for any of Your Content or any Other User Content that now or in the future causes a Prohibited Use under Section 7 of the Site Agreement. CloudCoreo is not liable to anyone including You for the actions of other users of its Site. While CloudCoreo has no obligation to screen, edit or monitor any Site Materials, Your Content or any Other User Content, CloudCoreo may in CloudCoreo’s sole and absolute discretion, remove, screen or edit any of Your Content or Other User Content at any time and for any reason without notice, and You are solely responsible for creating backup copies of and replacing Your Content. Uploading, posting or transmitting Your Content on or through the Site is at your exclusive cost and expense, and CloudCoreo in its sole and absolute discretion may suspend or terminate Your rights to upload, post or transmit Your Content on or through the Site, particularly if CloudCoreo believes You have violated the Site Agreement or otherwise put any CloudCoreo Software and Other Services or any Site Materials or CloudCoreo’s business at any risk whatsoever.

c. CloudCoreo reserves all right to comply with applicable law, and without limiting any other of CloudCoreo’s rights described in this Site Agreement, and CloudCoreo further reserves its rights to entirely cooperate with any law enforcement agencies requesting or court orders compelling the disclosure of user identities or any Site Materials uploaded, posted or transmitted on or through the Site. YOU WAIVE AND HOLD HARMLESS CLOUDCOREO FROM ANY CLAIMS RESULTING FROM CLOUDCOREO’S EXERCISE OF ITS RIGHTS UNDER THIS SITE AGREEMENT RELATED TO CLOUDCOREO’S ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CLOUDCOREO, THIRD PARTIES CLAIMING INFRINGEMENT OF PROPRIETARY RIGHTS OR LAW ENFORCEMENT AGENCIES OR COURTS.

12. EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY

a. Exclusions of Certain Damages. NEITHER CLOUDCOREO OR ITS AFFILIATED ENTITIES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS WILL BE LIABLE IN ANY MANNER TO YOU OR ANYONE ELSE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING ANY DAMAGES FOR UNAUTHORIZED ACCESS TO OR LOSS OF DATA OR INFORMATION, LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING IN ANY WAY TO THIS SITE AGREEMENT, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES OR ANY SITE MATERIALS, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, OR ANY HARM OR DAMAGES THAT YOU OR YOUR PROPERTY OR THE PROPERTY OF THIRD PARTIES WITH WHOM YOU INTERACT SUFFER AS A RESULT OF THE FOREGOING, EVEN IF CLOUDCOREO HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, THE LEGAL CLAIM OR THEORY ALLEGED (e.g., CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE).
b. Limitation of Liability. THE AGGREGATE LIABILITY OF CLOUDCOREO OR ITS AFFILIATED ENTITIES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS TO YOU OR ANYONE ELSE THAT IS RELATED IN ANY WAY TO YOUR USE OF ANY CLOUDCOREO SOFTWARE AND OTHER SERVICE OR ANY SITE MATERIALS OR THIS SITE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, LEGAL CLAIM OR THEORY ALLEGED (e.g., CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL IN NO EVENT EXCEED THE GREATER OF TWENTY DOLLARS (USD$20.00) OR THE FEES YOU ACTUALLY PAID UNDER THE SPECIFIC TRANSACTIONAL AGREEMENT WITH CLOUDCOREO FOR THE DEFECTIVE PORTION OF ANY CLOUDCOREO SOFTWARE AND OTHER SERVICE OR ANY SITE MATERIALS THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY EVEN IF THE REMEDY DESCRIBED ABOVE FAILS OF ITS ESSENTIAL PURPOSE.
c. Jurisdictional Limitations. Some states and other jurisdictions do not allow the exclusion of implied warranties or limitations of liability, including those excluding incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, CLOUDCOREO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14. INDEMNIFICATION

You agree to defend, indemnify and hold harmless CloudCoreo, its employees, directors, officers, agents, its affiliates, licensors, other suppliers and service providers, and successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Your breach of this Site Agreement, Your Content or Your misuse of any CloudCoreo Software and Other Services or any Site Materials.

15. GOVERNING LAW, JURISDICTION AND VENUE

You agree that any claim or action of any kind related to the Site Agreement will be governed by and construed in accordance with the laws of Washington state, as applied to agreements made and performed or to be entirely performed within Washington state, and without regard to Washington state’s conflicts of law rules. In any action at law or in equity related to the Site Agreement, the parties irrevocably and unconditionally (a) consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, and (b) IN ANY ACTION AT LAW, WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUCH PROCEEDING.

16. EQUITABLE REMEDIES

Each party acknowledge that any use, misuse or disclosure of the other party’s proprietary information or material protected by intellectual property rights or trade secrets in a manner that breaches or is likely to breach any of the provisions of this Site Agreement or violate any applicable law may cause such party irreparable damage for which remedies other than injunctive relief may be inadequate. Each party further agree that the party whose rights under this Site Agreement or any applicable law are breached or violated shall be entitled to seek and receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such breach or violation in addition to other appropriate remedies.

17. EXPORT CONTROL

You agree to comply with all applicable laws and regulations related to export control in using any CloudCoreo Software and Other Services or any Site Materials. Any of the CloudCoreo Software and Other Services or any Site Materials and any other related technology are subject to U.S. laws and regulations, and may be subject to other countries’ export jurisdiction. You must comply with all applicable international and U.S. laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, Office of Foreign Assets Control sanctions programs, and end- user, end use, and destination restrictions by U.S. and other governments with respect to any CloudCoreo Software and Other Services or any Site Materials and other related technologies under Your control, particularly if You are accessing and using the any CloudCoreo Software and Other Services or any Site Materials from outside of the U.S. Furthermore, Your access and use of any CloudCoreo Software and Other Services or any Site Materials from outside the U.S. is at Your exclusive risk under any applicable laws and regulations.

18. TERMINATION

CloudCoreo reserves the right, without notice and in its sole discretion, to terminate Your authorization to use any CloudCoreo Software and Other Services or any Site Materials, and to block or prevent Your future access to and use of any CloudCoreo Software and Other Services or any Site Materials. The obligations and restrictions in this Site Agreement, that, by their terms, require performance after the termination or expiration of this Site Agreement, or have application to events that may occur after the termination or expiration of this Site Agreement, will survive the termination or expiration of this Site Agreement, including but not limited to any indemnity obligations and any applicable indemnification procedures.

19. CONTRACTUAL LIMITATION OF ACTIONS AND OTHER CLAIMS

YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE AGAINST CLOUDCOREO OR CLOUDCOREO’S AFFILIATED ENTITIES, OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS RELATING TO THIS SITE AGREEMENT OR ANY CLOUDCOREO SOFTWARE AND OTHER SERVICES OR ANY SITE MATERIALS IS PERMANENTLY BARRED IF IT IS NOT COMMENCED ON OR BEFORE THE FIRST BUSINESS DAY FOLLOWING ONE (1) CALENDAR YEAR AFTER SUCH CAUSE OF ACTION OR CLAIM ACCRUES.

20. ENTIRE AGREEMENT AND MODIFICATION

Except as expressly stated otherwise herein, this Site Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all oral understandings, representations, prior discussions and preliminary agreements. Except as otherwise expressly stated herein, this Site Agreement may be amended or supplemented only in a writing signed by duly authorized representatives of all parties (e.g., and not by way of limitation, email or other electronic correspondence does not constitute a signed writing). To the extent the terms of this Site Agreement conflict with the terms of any applicable open source software license agreement governing the use and redistribution of any of Your Composites or CloudCoreo Open Source Components, the conflicting terms of such open source software license agreement will take precedence over the conflicting terms of this Site Agreement, provided all other non-conflicting terms, conditions, restrictions in this Site Agreement will remain in full force and effect.

21. SEVERABILITY

If any court of competent jurisdiction determines that any provision of this Site Agreement is illegal, invalid, or unenforceable, the remaining provisions of the Site Agreement will remain in full force and effect.