PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SITE AND OUR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HERE BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER, TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES. YOUR CONTINUED USE OF THIS SITE CONFIRMS YOUR ACCEPTANCE OF THESE TERMS.
1. Definitions
"You" and "your" refer to you, a user or member of the application. A "user" is someone who accesses, browses, or in any way uses the application. A “member” is someone who has registered and created an account to use the services of the application. ”We," "us," and "our" refer to PreProCloud, Inc. “The application” or “this application” means the services PreProCloud, Inc. makes available through the web application located at https://www.preprocloud.com
2. Your Agreement with PreProCloud, Inc.
A. Your use of this application is governed by this agreement (the "Terms").
B. In order to use this application, you must first agree to the Terms. You can agree to the Terms by actually using the application. You understand and agree that we will treat your use of the application as acceptance of the Terms from that point onwards.
C. You must be 18 years or older and have the authority to enter into these Terms to use this application. You affirm that you are over the age of 18. You may not access or use this application if you are a competitor of ours, or if we have previously banned you from this application or closed your account.
D. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED AND MADE AVAILABLE THROUGH THIS APPLICATION, WHICH MAY INCLUDE MOBILE APPLICATIONS, DOWNLOADABLE PROGRAMS, OR OTHER APPLICATIONS MADE AVAILABLE ON VARIOUS NETWORKING SITES AND OTHER PLATFORMS, ARE THE SOLE PROPERTY OF PREPROCLOUD INC. AT OUR DISCRETION, WE MAY OFFER ADDITIONAL WEBSITE SERVICES AND OR PRODUCTS, OR UPDATE, MODIFY, OR REVISE ANY CURRENT CONTENT AND EXISTING SERVICES. THIS AGREEMENT SHALL APPLY TO ANY AND ALL ADDITIONAL SERVICES AND OR PRODUCTS AND ANY AND ALL UPDATED, MODIFIED, OR REVISED SERVICES UNLESS OTHERWISE STATED.
E. WE RESERVE THE RIGHT TO CANCEL AND CEASE OFFERING ANY OF OUR SERVICES AND OR PRODUCTS. YOU ACKNOWLEDGE, ACCEPT AND AGREE THAT WE SHALL NOT BE HELD LIABLE FOR ANY SUCH UPDATES, MODIFICATIONS, REVISIONS, SUSPENSIONS, OR DISCONTINUANCE OF ANY OF OUR SERVICES AND OR PRODUCTS. YOUR CONTINUED USE OF THE APPLICATION, AFTER POSTING ANY UPDATES, CHANGES, AND OR MODIFICATIONS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH UPDATES. SHOULD YOU NOT AGREE WITH ANY UPDATES, CHANGES, AND OR MODIFICATIONS, YOU SHOULD REFRAIN FROM FURTHER USE OF OUR SITE AND PROVIDED SERVICES.
F. YOU AGREE THAT PREPROCLOUD INC IS NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY PREPROCLOUD INC REGARDING FUNCTIONALITY OR FEATURES.
3. Your Account and Use of this Application
A. You must create an account in order to use this application. When you set up an account, you are the sole authorized user of your account. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or within your account. It is your responsibility for any act or omission of any user(s) that access your account information that, if undertaken by you, would be deemed a violation of the Terms. It shall be your responsibility to notify us immediately if you notice any unauthorized access or use of your account or password or any other breach of security. We shall not be held liable for any loss and/or damage arising from any failure to comply with this term and/or conditions of the Terms.
B. Your use of this application must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
C. You agree not to (i) access (or attempt to access) the administrative interface of this application by any means other than through the interface that is provided by us in connection with the application and services, unless you have been specifically allowed to do so in a separate agreement with us, or (ii) engage in any activity that interferes with or disrupts the application or services (or the servers and networks which are connected to the service).
D. You may not access the application or services for the purpose of bringing an intellectual property infringement claim against us or for the purpose of creating a product or service competitive with our services.
E. By creating an account, you agree to receive certain communications in connection with the application and services.
4. Proprietary Rights
A. You acknowledge and agree that our services and any essential software that may be used in connection with our services shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. You also acknowledge and agree that any content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by us, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or create any plagiaristic works which are based on our services and software, in whole or part.
B. We have granted you a personal, non-transferable and non-exclusive right to use this application, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, grant a security interest in and/or otherwise transfer any such right in the Software. You also agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services.
C. You may choose to or we may invite you to submit comments or ideas about the Application and or Services (“Idea”), including without limitation, how to improve this Application and Services or our products. We may invite you to participate in ‘pilot’ or ‘beta’ tests of the software. By submitting any Idea, or participating in 'pilot' or 'beta' tests, you agree that your disclosure and participation is gratuitous, unsolicited and without restriction, and will not place us under any fiduciary or other obligation, and that we are free to use any Idea, comments, suggestions, and or feedback without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
D. You agree that we, in our sole discretion, may use your names (including trade names), trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of this Application and Services.
5. Modification
A. We are constantly innovating in order to provide the best possible experience for our users. You acknowledge and agree that the form and nature of the Application and Services which we provide may change from time to time without prior notice to you. Changes to the form and nature of the Application and Services will be effective with respect to all versions of the PreProCloud Application and Services; examples of changes to the form and nature of the Application and Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
6. Termination
A. You may cancel or terminate your account at any point time.
B. As a member, you agree that we may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. Furthermore, you agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.
C. Upon any termination of your account these Terms will also terminate, with the exception of Sections 7, 8, 9, and 11, which shall continue to be effective after termination.
7. Exclusion of Warranties
A. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT PREPROCLOUD, INC. WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
B. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PREPROCLOUD APPLICATION AND SERVICE IS AT YOUR SOLE RISK AND THAT THE APPLICATION AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
C. PREPROCLOUD, INC., ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING PREPROCLOUD, INC. SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PREPROCLOUD, INC., ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR USE OF THE PREPROCLOUD APPLICATION WILL MEET YOUR REQUIREMENTS, (ii) YOUR USE OF THE PREPROCLOUD APPLICATION AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.
8. Limitation of Liability
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT PREPROCLOUD, INC., ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
B. THE LIMITATIONS ON PREPROCLOUD, INC. LIABILITY SHALL APPLY WHETHER OR NOT PREPROCLOUD, INC. HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
9. Indemnification
You agree to hold harmless and indemnify PreProCloud, Inc., and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “PreProCloud, Inc. and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the PreProCloud Application, (c) your violation of applicable laws, rules or regulations in connection with the PreProCloud Application and Services, or (d) your Content including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, PreProCloud, Inc. will provide you with written notice of such claim, suit or action.
10. Changes to the Terms of Service
A. We may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
B. You understand and agree that if you use the PreProCloud Application and or Services after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms.
11. General Terms
A. The Terms constitute the whole legal agreement between you and PreProCloud, Inc. and govern your use of the Application and Services (but excluding any services which PreProCloud, Inc. may provide to you under a separate written agreement), and completely replace any prior agreements between you and PreProCloud, Inc. in relation to the PreProCloud Application and Services.
B. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
C. If we provide you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
D. You agree that we may provide you with notices, including those regarding changes to the Terms, by email, or postings on the PreProCloud Application and Services. By providing us your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
E. You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Terms (or which PreProCloud, Inc. has the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.
F. We shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances, and application or server hacks, including Distributed Denial of Service attacks.
G. The Terms, and your relationship with us under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located within New York City, New York to resolve any legal matter arising from the Terms.
EFFECTIVE 11/02/2017.