Terms of Service (“Terms”)
Last updated: September 28, 2015
Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the http://www.aeroworkflow.com website (the “Service”, “Services”) operated by Cloud Consultancy, LLC (“us”, “we”, or “our”).
This online service agreement (“agreement”) is a binding legal contract between you and Cloud Consultancy, LLC (“we”, “us”, or “CCL”). This agreement governs your use of any and all cc services (“services” or “cc services”), including without limitation, Aero Workflow, the Aero Workflow and Cloud Consultancy websites, Cloud Consultancy software application(s), Cloud Consultancy mobile application(s) and any other materials made available by CC. By downloading, installing, accessing or using the services, you (a) agree to be bound by this agreement; (b) acknowledge and agree you have independently evaluated the desirability of using the services and are not relying on any representation, guarantee, or statement other than as expressly provided in this agreement; and (c) represent you are lawfully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this agreement and are either over of the legal age of majority in the jurisdiction in which you reside or are an emancipated minor, or possess legal parental or guardian consent and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this agreement. In addition, if this agreement is being agreed to by a company or other legal entity, then the person agreeing to this agreement on behalf of that company or entity represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this agreement. You should print and retain a copy of this agreement for your records by using the print functionality in your browser. If you do not agree to this agreement, you may not download, install or use any CCL software applications or services, including the CCL website(s).
By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link provided in any email we send or by notifying Customer Support at email@example.com
If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
Except as otherwise expressly agreed upon in writing by CCL and subject to the terms and conditions of this Agreement and your payment of all relevant fees, we grant you and your Users (i) a limited, personal, revocable, non- exclusive, non-transferable, non-sublicensable, non-assignable, non-transferable license and right to access and use our hosted Services, content, and other materials provided by CCL or its third party vendors for your internal use in strict accordance with this Agreement. Users shall mean you, your employees, directors, representatives, consultants, independent contractors, agents, customers, and contracting parties who use your account to access the Services offered by CCL. All rights not expressly granted under this Agreement are retained by CCL.
Certain third party services used in conjunction with the CCL Services (“Plugin Services”) may have their own terms and conditions which must be accepted and agreed to prior to your use of such Plugin Services. Such additional service terms will be presented to you prior to use of such Plugin Services, and your use of any Plugin Services with the CCL Services will indicate your acceptance of the additional terms and conditions.
In connection with the Services, we may afford you the ability to interface and interoperate with certain independent third party software and to upload data from that software. This functionality is dependent on the operation of the third party software and is provided on an entirely as-is basis. You will be solely responsible for connection and any service fees associated with the use of such independent third party software.
You must have an Internet connection to access the Services. You will be solely responsible for connection of your systems to a telecommunications service that provides Internet access to access and use of the Services and any associated fees. CCL shall not be held responsible for any inability to use the Services due to faulty or no Internet connection.
To access and use the Services, you will be required to provide certain personal account registration information including without limitation, your name, billing address, contact phone number, email address and other information (“Personal Information”). You represent and warrant that the Personal Information that you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes.
You are solely responsible for maintaining the confidentiality of all passwords associated with your account, and you are solely responsible and liable for all transactions and activities that occur on your account. You shall immediately notify CCL of any unauthorized use of your account or if any other breach of security has occurred. In no event shall CCL be liable for any unauthorized use of your account.
You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Services or any part thereof without CCL’s prior written consent. All content available to you through your subscription is for your use only and shall not be shared with third parties.
CCL reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the Services in its sole discretion without prior notice to you. In the event that a change to the Services would, in CCL’s reasonable discretion and judgment, permanently materially diminish or impair the functionality of the Services (“Material Change”), CCL shall provide you with written notice of such Material Change at least sixty (30) days prior to the date the Material Change will take effect. If the Material Change is unacceptable to you, you may terminate the Services without penalty. Any use of the Services after the effective date of Material Change will be deemed your acceptance of the Material Change. You acknowledge and agree that CCL has no obligation to make available to you any subsequent versions or upgrades made to the Services. You also agree that you may be required to pay additional fees or enter into a renewed version of this Agreement if you desire to download, install, or use a new version of the Services.
Billing, Payment & Refunds
You agree to promptly pay CCL the fees associated with your account, including all applicable taxes and additional fees. Any applicable initiation/installation charges, monthly recurring charges, support charges, and other fees are billed in full in advance. Any additional usage charges are billed in arrears. Except as expressly otherwise provided in this Agreement, all fees are non-refundable. When you subscribe to the Services, you will provide us with a payment method, such as a valid credit card (including proper billing information), and, if applicable, authorize us to collect from your payment method. Any authorization will remain valid until thirty (30) days after you terminate our authority to charge your payment method. Upon termination, you hereby agree that CCL may charge you any fees and any other outstanding charges and disconnect your service. You agree to advise and notify CCL of any changes to your payment method, such as credit card account number, change of address or expiration date changes. If the credit card or other payment method on your account is declined or fails for any reason, CCL will use reasonable efforts to contact you and advise you of the failed billing attempts. Notwithstanding the foregoing, CCL reserves the right to disconnect your Service and terminate your account if your credit card on file is declined or fails for any reason. CCL further reserves the right to continue to attempt charging your credit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to CCL. We may assess an additional fee of the lesser of (a) fifty dollars ($50) or (b) the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.
Time is of the essence for payment. Payments not made within the appropriate time period will be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of CCL’s rights to collect the full amount due. You are responsible for paying all personal property, sales, use and other taxes (excluding taxes based upon CCL’s net income) and license and registration fees and other assessments or charges levied or imposed by any governmental body or agency as a result of the execution or performance of this Agreement, including your receipt of the Services. On notice of not less than sixty (60) days, we may, in our discretion, adjust any or all fees for the Services. You may terminate this Agreement on written notice to us within thirty (30) days of its receipt of our notice to adjust the fees; provided , however , that if you fail to object to the adjustment in writing within the foregoing thirty (30) day period then you will be deemed to have agreed to the fee adjustment.
You must dispute any charges for the Services in writing to CCL customer support within thirty (30) days of the date of the charge by CCL. If you do not provide a written statement explaining in reasonable detail your reasons for disputing the charge within such time period, you hereby irrevocably waive any objection and further recourse with regard to such charges.
The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
CCL offers customer and technical support to you via online meetings and e-mail in conjunction with the Services. CCL will use reasonable efforts to troubleshoot and resolve issues reported by you to CCL customer support but does not make any representations or guarantees that CCL will be able to fully resolve any such issues. Except as provided in this section or by applicable law, CCL has no obligation to provide customer support, technical support, or to provide solutions (e.g., bug fixes to software) to any issues that may arise in your particular use of the Services.
You may provide us with suggestions, comments, answers, ideas, feedback or other information (collectively, “Feedback “) with respect to our products and Services. Feedback is entirely voluntary, and we are not required to hold it in confidence. By providing us Feedback, you acknowledge and agree that we may or may not use the Feedback for any purpose without obligation of any kind in our sole discretion. To the extent a license is required for us to make use of the Feedback, you hereby grant us an unlimited, worldwide, irrevocable, non-exclusive, perpetual, transferable, sublicenseable, assignable, fully-paid up, royalty-free license to use the Feedback in our sole discretion. 8.2 From time to time, CCL may request to identify you as a user of the Services in its press releases; marketing materials; electronic, printed, and broadcast advertising; newsletters; mailings; tradeshows; other promotional materials; on CCL’s website; or any other third-party website where CCL or its designated agents may promote the Services. CC will always obtain your prior written authorization before doing so. If you agree to allow CCL to identify you as a user for CCL’s marketing purposes in writing, you grant CCL and its agents a limited, revocable, worldwide, non- exclusive, fully paid-up, royalty-free license to use, reproduce, publish, and display your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.
Acceptable Use Policy (AUP)
Your use of the Services is subject to CCL’s Acceptable Use Policy (AUP) at all times. If CCL finds or is notified that you are using the Services for any use not permitted in this Agreement, CCL may in its sole discretion terminate your Service and charge damages caused by your improper use. Prohibited uses include, but are not limited to:
- Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, abusive, improper, malicious, infringing, tortious, or invasive of another’s privacy.
- Negligently, recklessly, knowingly, or intentionally transmitting or uploading any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
- Transmitting or uploading any material that infringes, misappropriates, or otherwise violates the foreign or domestic intellectual property rights or other rights of third parties.
- Sending unsolicited messages or advertisements through email functions available on the Services.
- Violating any U.S. or foreign law through the Services.
- Using the Services in any way that interferes with other customers’ and third parties’ use and enjoyment of the Services.
- Using the Services in any manner which disrupts, prevents or restricts another customer from using the Services or damaging CCL’s or another customer’s property.
- Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid this AUP.
You grant us a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicenseable, assignable, fully-paid- up, royalty free license to use Aggregated Data, as defined below, derived from your use of Services for our business purposes, including the provision of products and services to our customers. “Aggregated Data” shall mean statistical user information or data acquired through providing the Services that does not include any personally identifiable information about the customer. You further grant us the right to (i) use the Aggregated Data in any aggregate or statistical products or reports, (ii) transfer and/or disclose the Aggregated Data upon a sale of our company or its assets or other form of reorganization, (iii) disclose Aggregated Data in a summary report that does not show, display or indicate customer specific or customer identifying information, (iv) provide Aggregated Data to a third party service provider, for analytical purposes, and (v) use the Aggregated Data to compare with other organizations within the same industry or group. The Aggregated Data will not be considered your Confidential Information.
Availability, Errors, and Inaccuracies
You acknowledge and agree that the Services may not be available 100% of the time (you can check our status and uptime history here: https://status.aeroworkflow.com/. We will use commercially reasonable efforts to make the Services available for your access and use, as contemplated under this Agreement, excluding any period of Permitted Unavailability. “Permitted Unavailability” includes Planned Outages (as defined below) and any unavailability due to causes beyond our reasonable control, including, without limitation: any software, hardware, or telecommunication failures; interruption or failure of telecommunication or digital transmission links; Internet slow-downs or failures; failures or default of third party software, vendors, or products; and unavailability resulting from your actions or omissions or a failure of your communications link or systems. “Planned Outages” means the period of time during which we conduct standard systems maintenance and any instances requiring emergency maintenance. We will use reasonable efforts to schedule Planned Outages during non-peak hours.
We require our hosting provider to maintain a 99.99% uptime.
We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other websites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.
We, therefore, reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Content & Proprietary Rights
To the extent you provide us with any content (e.g., graphics, logos, artwork, text, data) for use in connection with the Services (collectively, the ” Customer Content”), you grants us a non-exclusive, world-wide, fully-paid up, royalty- free, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use the Customer Content for purposes of performing this Agreement. You are responsible for obtaining all rights, permissions, licenses, and consents required to furnish the Customer Content to us for use as described above and represent and warrant that you have all rights required to disclose and furnish the Customer Content to CCL. CCL is not obligated to store your Customer Content or other reports and/or materials generated by the Services and does so only as a convenience to you. You agree that CCL has no responsibility or liability whatsoever for the deletion or failure to store any Customer Content, reports, materials, messages, data or other communications maintained or transmitted by the Services. You acknowledge and agree that you are solely responsible for preserving and making adequate backups for all Customer Content and other materials and will not rely on us to preserve or make adequate backups of data used in connection with the Services, or to maintain a record of your usage of any part or all of the Services.
You acknowledge and agree that any and all patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights (collectively, “IP Rights”) in the Services are and shall remain the sole and exclusive property of CCL and its licensors, as applicable. Nothing in this Agreement intends to or shall grant, transfer, or assign any IP Rights to, or vest any IP Rights in you. You acknowledge that all Services provided hereunder are protected by intellectual property rights of CCL and its licensors, as applicable and that you have no rights to undertake, cause, permit, or authorize the transfer, reproduction, modification, creation or preparation of any derivative works, translation, reverse engineering, decompiling, disassembling or hacking with respect to, or disclose Confidential Information pertaining to, the Services or any part(s) thereof. Under no circumstances will you be deemed to receive any right, title or interest to any portion of any Services, and all right, title and interest will at all times will vest exclusively in us and our licensors. This is not a “work made for hire” agreement, as that term is defined in Section 101 of Title 17 of the United States Code (” the Copyright Act “). You will preserve all Services from any liens, encumbrances, and claims of any individual or entity. You will not use any of our information or data to contest the validity of any of our intellectual property or our licensors. You are only entitled to the limited use of the rights expressly granted to you in this Agreement. You agree not take any action to jeopardize, limit, or interfere with the IP Rights of CCL, and you acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that may be accessed through the Services is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Any unauthorized use of our IP Rights and/or data will constitute a material, non-curable breach of this Agreement.
We may designate certain new functionality or services to be made available in connection with the Services as “Beta Services.” The Beta Services will not be ready for use in a production environment. Because they will be at an early stage of development, operation and use of the Beta Services may be unpredictable and lead to erroneous results. You acknowledge and agree that: (i) the Beta Services will be experimental and will not have been fully tested; (ii) the Beta Services may not meet your requirements; (iii) the use or operation of the Beta Services may not be uninterrupted or error free; and (iv) your use of the Beta Services will be for purposes of evaluating and testing the new functionality and services and providing feedback to us. Your use of the Beta Services will be subject to all of the terms and conditions of this Agreement relating to the Services. You agree to promptly report any errors, defects, or other deficiencies in the Beta Services to us. Notwithstanding any other provision of this agreement, all beta services are provided “as-is” and “as-available,” without warranties of any kind and you agree to use the beta services at your sole risk. You waive any and all claims, now known or later discovered, that you may have against us and our suppliers and licensors arising out of the Beta Services.
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by Cloud Consultancy LLC.
Cloud Consultancy LLC has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Cloud Consultancy LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Term And Termination
Unless otherwise agreed and signed by the parties in writing, this is a month-to-month agreement (the “Term”), terminable by either party for any reason or no reason upon delivery of thirty (30) days prior written notice to the other party. In the event you elect not to renew your subscription, any prepaid fees will not be refunded. Your license to use the Services is provided to you during the Term of this Agreement only and will immediately expire upon termination of this Agreement.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless Cloud Consultancy LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.
Limitation Of Liability
In no event shall cc or its vendors and licensors be liable to you or any third party, including but not limited to your employees, agents, independent contractors, customers, or contracting parties, for any loss of profits, business, data, or other incidental, consequential, indirect or special loss or damage, including exemplary and punitive, of any kind or nature resulting from or arising out of this agreement whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, including use of the services even if cc has been advised in advance of the possibility of such damages or such damages could have reasonably been foreseen by cc. The total liability of cc and its vendors and licensors to you or any third party arising out of this agreement or use of the services in connection with any claim or type of damage (whether in contract or tort) will not exceed the total fees you paid, if any, during the one (1) month immediately preceding the date that the event giving rise to the liability first occurred. This limitation of liability reflects the allocation of risk between the parties and will apply even if the express warranties provided above fail of their essential purpose. The limitations specified in this section will survive and apply in any and all circumstances. Some jurisdictions do not allow certain limitations of liability, so certain of the foregoing limitations may not apply to you.
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Cloud Consultancy LLC its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
No oral or written information or advice given by CC or its affiliates, employees, resellers, partners or its authorized representatives will create a warranty or in any way increase the scope of CCL’s obligations hereunder.
The services may be used to access and transfer information over the internet. You acknowledge and agree that cc and its vendors and licensors do not operate or control the internet and that: (i) viruses, worms, trojan horses, or other undesirable data or software; or (ii) unauthorized users (e.g., hackers) may attempt to obtain access to and damage the customer content, reports, web-sites, computers, or networks. Under no circumstances shall CCL be responsible for those activities.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
These Terms shall be governed and construed in accordance with the laws of Virginia, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
If you have any questions about these Terms, please contact us. Please provide your company’s name in addition to your name and title.
BY POSTAL MAIL
Cloud Consultancy, LLC
977 Seminole Trail, #274
Charlottesville, VA 22901-2824