License Agreement

 

Please read this agreement carefully. It’s a contract that governs your use of CloudFuze Service. By clicking the “I Agree” in the installer, or otherwise accessing or using our Service, you signify that you have read, understood, and agree to be bound by this End User License Agreement (“Agreement”). You also agree to be bound by the CloudFuze Terms of Service located at  terms of service, which is incorporated by reference and constitutes part of this Agreement. In the event of a conflict between this Agreement and the CloudFuze Terms of Service, the terms of this Agreement will control to the extent of such conflict.

For purposes of this Agreement “you” shall mean either you as an individual or the business, government entity or entities on whose behalf you are accepting this Agreement and who is afforded all rights and bound by all terms under the Agreement. You represent that you are authorized to accept these terms and conditions. If you do not agree to be bound by this Agreement in its entirety, please click the “I don’t agree” button in the installer and do not attempt to use any of the Services accompanying this Agreement.

This Agreement relates to CloudFuze, a CloudFuze, Corp. (“CloudFuze”) Service (the “Service”, which is deemed part of the Service as defined and referenced in the CloudFuze Terms of Service) composed of software (the “Software”) and related CloudFuze services and features, which may include explanatory materials and documentation that are proprietary to CloudFuze and/or its CloudFuze(s). The term “Service” also includes any modified versions or updates of thereof, to which you may be granted access under this Agreement.

LICENSE GRANT. Subject to the provisions of this Agreement, CloudFuze grants you a non-exclusive, non-transferable, non-sublicensable license to install and run the Software in object code format on single computer (including virtual machines), mobile device, or similar equipment, owned or controlled by you (for personal and professional use both inside and outside of an enterprise) and use the Software for the purpose and in the manner it was intended by CloudFuze. By using the Software you represent and warrant that you have the legal capacity to enter into this Agreement and that you are equal to or older than the minimum age required by your jurisdiction to enter into contracts without parental consent.

RESTRICTIONS. Except as expressly set forth in this Agreement, you may not do any of the following, nor permit any third party to do any of the following: (a) use, reproduce, modify or prepare derivative works of any portion of the Service or incorporate any portion of the Service into any other Service; (b) transfer, encumber, sublicense, disclose, rent, lease, offer for timesharing or distribute any portion of the Service; or (c) remove, obscure, deface or fail to reproduce in any copy any copyright, trademark or other proprietary rights notice contained in any part of the Service. In addition, you will not do any of the following, nor permit any third party to do any of the following, to any portion of the Software: reverse engineer, decompile, disassemble or otherwise attempt to determine the source code, ideas, algorithms or structure underlying any of the Software, except to the extent that you are permitted by applicable law to reverse engineer the Software despite the foregoing restriction. In the event that you are permitted by applicable law to reverse engineer any portion of the Software for the purpose of achieving interoperability with other software despite the foregoing restriction, you shall provide written notice of your intent to reverse engineer the Software and, if permitted by applicable law, you shall provide CloudFuze a reasonable opportunity to supply, in CloudFuze’s discretion, such information with respect to the Software as may be required to achieve such interoperability. In the event that CloudFuze supplies such information, you shall not reverse engineer the Software unless permitted to do so by applicable law despite the requirements of this section.

TERMINATION. Without prejudice to any other rights that may be available to it, CloudFuze may terminate this Agreement if you breach any provision of this Agreement at any time. Upon termination, all licenses hereunder will terminate and you shall immediately cease all access to and use of the Service. The limitations of liability, restrictions, disclaimers, proprietary rights sections immediately below, general provisions of the last section below, and confidentiality provisions of this Agreement will survive any termination hereof.

PROPRIETARY RIGHTS. Except for the limited licenses expressly set forth in this Agreement, all right, title and interest in and to the Service and all portions thereof shall remain with CloudFuze and/or its CloudFuze(s). You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with CloudFuze’s or its Licensors’ ownership of or rights with respect to the Service.

DISCLAIMER OF WARRANTY. THE SERVICE AND ALL PORTIONS THEREOF ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT THEY ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE, NON-INTERFERING OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. WITHOUT LIMITING THE FOREGOING DISCLAIMER, CloudFuze DOES NOT WARRANT THAT THE SOFTWARE WILL PERFORM AS INDICATED IN THE DOCUMENTATION OR AS OTHERWISE STATED BY CloudFuze. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND AS PARTIAL CONSIDERATION FOR BEING GRANTED THE LICENSES HEREUNDER YOU AGREE TO BE BOUND BY THIS DISCLAIMER AND THE LIMITATIONS OF LIABILITY BELOW NOTWITHSTANDING THE FAILURE OF ANY REMEDY HEREUNDER OF ITS ESSENTIAL PURPOSE. IN CERTAIN CIRCUMSTANCES, SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART.

LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CloudFuze OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES OR GOODWILL, WORK STOPPAGE, LOSS OF DATA, INACCURACIES, COMPUTER FAILURE OR MALFUNCTION, EVEN IF YOU ARE ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, CloudFuze’S ENTIRE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE SHALL NOT EXCEED IN THE AGGREGATE ONE THOUSAND U.S. DOLLARS ($1,000). THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL PART OF THIS AGREEMENT AND CloudFuze WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU IN WHOLE OR IN PART.

MODIFICATION. CloudFuze reserves the right to change or modify the Service (free or premium), any of the terms and conditions contained in this Agreement, or any policy governing the Service, at any time, by posting the new Agreement. You are responsible for regularly reviewing any updates to this Agreement. Any changes or modifications to this Agreement will become binding after your continued use of the Service after such terms have been updated by CloudFuze.

COMPLIANCE WITH LAWS. You agree to comply with all applicable laws and regulations, domestic and foreign, with respect to the Service, including without limitation those related to export and import controls.

GENERAL. This Agreement shall be governed by applicable local law, excluding any conflict of law provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of the local courts, in connection with any dispute arising out of or in connection with this Agreement or its subject matter, and the parties irrevocably waive any right that they may have to assert that any such court lacks jurisdiction or that such forum is not convenient. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or any rights or obligations hereunder. Any such purported transfer or assignment will be void. Subject to the foregoing sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. The relationship between CloudFuze and You is that of independent contractors and neither You nor its agents shall have any authority to bind CloudFuze in any way. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement may be amended or modified only by a writing signed by both parties.

By clicking “I Agree” in the installer, you certify that you have read and understood this Agreement and agree to be bound by its provisions.