By accepting the terms and conditions of this CloudBadger (“CloudBadger”) service agreement (the “Agreement”), you agree to the following terms and conditions.
If you are executing this Agreement on behalf of a company, you represent that you have the authority to bind the company to the terms governing the use of CloudBadger’s on-line service (the “Service”). The term “you” refers to the individual or a legal entity, as applicable, that registers for or uses the Service.
This Agreement states the general terms and conditions by which CloudBadger will deliver and You will receive any of the services and/or software applications provided by CloudBadger.
As part of the Service, CloudBadger will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement.
Charges and Payment of Fees
You will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide CloudBadger with valid credit card or purchase order information as a condition to signing up for the Service. You must also report and pay any applicable taxes to the appropriate governmental agency. Purchase orders may be subject to credit approval.
CloudBadger charges and collects in advance for use of the Service. CloudBadger will automatically renew and bill your credit card or issue an invoice to you as follows:
(a) every month for monthly subscriptions,
(b) every quarter for quarterly subscriptions,
(c) upon the commencement of the initial term and then at each subsequent anniversary for annual subscriptions, or
(d) quarterly or annually for annual sales agreements
The renewal charge will be equal to the then-current subscription fee, plus any additional instances and seat licences that are in effect at the time of renewal. Licenses added or subtracted during a billing period will be billed for the full month.
Charges will be based on the number of licenses subscribed or contracted for, whether or not such licenses are actively used. CloudBadger reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.
For credit card payers, invoices will be generated at the start of a subscription period and your credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a subscription period and approximately one month in advance of the start of any renewal period and shall be due within 30 days.
Your account will be considered delinquent if payment in full is not received by the subscription period start date. You agree to provide CloudBadger with complete and accurate billing and contact information if the terms of your CloudBadger account require you to pay for the Service. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact.
You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CloudBadger reserves the right to terminate your access to the Service in addition to any other legal remedies.
If you believe that you have been incorrectly billed by CloudBadger, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Non-Payment.
CloudBadger reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
You will continue to be charged for your licenses during any period of suspension. If you or CloudBadger initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that CloudBadger may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
CloudBadger and its licensors grant to you a personal, non-exclusive, non-transferable license to use and display the audio and visual information, documents, products and software contained in or made available through the Service (the “Content”) solely for your own internal business purposes. All rights not expressly granted by CloudBadger to you are reserved.
Links to Third Party Sites
CloudBadger does not endorse any sites on the Internet which are linked through the Service. CloudBadger is providing these links to you only as a matter of convenience, and in no event shall CloudBadger be responsible for any content, products, or other materials on or available from such sites.
You are permitted to store, manipulate, analyse, reformat, print, and display the Content only for your personal use. Unauthorized use or resale of the Service is expressly prohibited. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third party unless you are an authorised Agent of CloudBadger.
You shall not create Internet “links” to the Service or “frame” or “mirror” any Content contained on, or accessible from, the Service on any other server or Internet-based device. You are advised to consult with your broker or other financial representative to verify pricing information prior to the execution of any security trade based upon the Content.
Third Party Interaction
In your use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. CloudBadger shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.
A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with CloudBadger. To open a user account, you or your company must complete the registration process by providing CloudBadger with current, complete and accurate information as prompted by the registration form.
In registering for the Service, you and your company’s users agree to submit accurate, current and complete information about you and your organization, and promptly update such information.
Should CloudBadger suspect that such information is untrue, inaccurate, not current or incomplete, CloudBadger has the right to suspend or terminate your use of the Service.
You must choose a personal, non-transferable password.
User accounts cannot be “shared” or used by more than one individual.
User licenses can be transferred to a new user only if a previous user becomes inactive and is unable to access the Service.
You are solely responsible for any and all activities that occur under your account and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify CloudBadger immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you.
You shall also use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. CloudBadger shall not be responsible for any unauthorized access to, or alteration of, your transmissions or data, any material, information or data sent or received, regardless of whether the data is actually received by CloudBadger, any transactions entered into through the Service, or any failure by you to abide by this Agreement.
Account Information and Data
CloudBadger does not own any data, information or material that you submit to the Service (“Data”), unless we specifically tell you otherwise before you submit it. CloudBadger will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement or as may be required by law.
CloudBadger may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not CloudBadger, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data, and CloudBadger shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
Use, Storage and Other Limitations
CloudBadger reserves the right to establish or modify general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service and the maximum storage space that will be allotted on CloudBadger’s servers on your behalf.
The current maximum disk storage space provided at no additional charge is 500GB per subscription. If the amount of storage required exceeds this limit, you will be charged for the additional space at the then-current Cloud Storage rate.
CloudBadger will use reasonable efforts to notify you when the average storage used per subscription reaches approximately 80% of the current maximum but you will be responsible for any additional storage charges regardless.
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service. In addition, without limitation, you agree not to use the Service or information from the Service to:
(a) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other
form of duplicative or unsolicited messages, whether commercial or otherwise;