Standing Cloud, Inc. ("SC")
Here you'll find the Standing Cloud Terms of Service.
These Terms of Service ("Terms") govern your use of Standing Cloud's online deployment platform for application software (the "Services"). By using the Services, you agree to these Terms. As used in these Terms, "you" or "Customer" means the person or organization for which the Services are used and to which the Services are provided. Each and every person using the Services on behalf of the Customer represents that she has the authority to do so on the Customer's behalf. These Terms may be modified by SC from time to time, and you should check regularly for any updates. You agree that any modifications to the Terms shall be immediately effective upon posting by SC, and your continued use of the Service shall constitute your acceptance of the modified Terms.
The Services provide a method for you to install and operate application software, including without limitation applications provided under "open source" licenses, such as the Apache License, the GNU General Public license, and the like ("Applications"), on virtual computer servers ("Servers") provided by SC or SC approved third-party on-demand cloud service providers ("Cloud Providers"), the use of which is managed by SC. You will also have limited access to the virtual server through the Services, enabling you to enter and store data ("Customer Content") in connection with your use of your installed Applications. Subject to these Terms, SC will use reasonable efforts to make the Services available to you.
COMMUNITY EDITION/COMMERCIAL EDITION
These Terms shall apply to your use of any "Community Edition" of the Services (for which SC does not charge you a fee), as well as any "Commercial Edition" of the Services (for which SC charges you a fee), as set forth on the order form submitted by you online and accepted by SC or a third party designated by SC ("Order Form").
YOUR USE OF THE SERVICES. USERID
You will be assigned a unique user identification name and password ("UserID") in connection with your access to and use of the Services. You will be responsible for any use of your UserID by any individual (each, a "User") to access the Services, including, without limitation, all activities on any Servers or in any of the Applications you have installed on such Servers. SC reserves the right to terminate any UserID that SC reasonably determines may have been used by an unauthorized third party or improperly. You agree to immediately notify SC of any unauthorized use of your UserID or account or any other breach of security. You also agree to log out from your account at the end of each session.
You agree to: (i) provide and maintain true, accurate, current, and complete information about yourself ("Registration Data") when you register for the Services; (ii) update the Registration Data to keep it true, accurate, current and complete; and (iii) only open up an account for the Customer and not for any other party. If you provide any information that is untrue, inaccurate, not current or incomplete, or SC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SC has the right to suspend or terminate your account and to refuse to provide you any and all current or future use of the Services (or any portion thereof).
Your license to use any Applications is granted directly from the original provider of the Application to you, and you agree to abide by the terms of any such license. You will be solely responsible for paying for and obtaining the rights to any Applications you install and operate through the Services, and for compliance with the terms of each Application license.
Cloud Provider Accounts
The Services include the ability to install Applications on a temporary basis for trial purposes. YOU ACKNOWLEDGE THAT THESE SERVERS AND APPLICATIONS ARE INTENDED TO BE TEMPORARY INSTALLATIONS AND THAT SC MAY DELETE APPLICATIONS AND SHUT DOWN SERVERS AT ANY TIME.
You will: (i) be responsible for any necessary hardware, software and connectivity required to access the World Wide Web and use the Services, including without limitation, any fees associated with establishing and maintaining such access; (ii) be responsible for Users' compliance with these Terms, (iii) be solely responsible for the accuracy, quality, integrity and legality in all applicable jurisdictions of any Customer Content, the means by which you acquired Customer Content, and the right to enter and store Customer Content in connection with the Services, (iv) prevent unauthorized access to or use of the Services, and (v) use the Services only in accordance with the online materials furnished by SC that describe the features, functionality or operation of the Services (the "Documentation") and in a manner consistent with all applicable laws and regulations.
You will not (a) make the Services available to any third party, (b) sell, resell, rent or lease the Services, (c) enter or load any data that is subject to laws, regulations, or certifications beyond a standard of reasonable care (including without limitation, data subject to the Health Information Portability and Accountability Act (HIPAA) or the Gramm-Leach-Bliley Act (GLBA)) into an Application or onto a Server, nor allow any third party to do so, (d) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (e) use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or their related systems or networks, or (g) use an Application, the Services, or a Server to deliver bulk communications of any kind, including without limitation solicitations via electronic mail, on-line social networks, or text messages.
POLICIES AND SECURITY
Acceptable Use and Privacy
You acknowledge and agree that the Services are subject to certain acceptable use and privacy policies set forth by the Cloud Providers for their Servers, as well as any similar policies issued by SC from time to time (the "Policies"). You will defend, indemnify, and hold harmless SC from and against any and all damages relating to or arising out of any User's breach of any of the Policies.
SC may automatically back up and shut down Applications and Servers at various times, including without limitation, when you log out of the Service, if you do not respond to a prompt after a certain period of time, or if you explicitly request, or if SC detects that your Application or Server is malfunctioning. The data and software backed up during this process (a "Backup") can be restored, but such restoration is not guaranteed to reproduce the exact state of the Application or Server at the time the Backup was created, particularly if you have used the "terminal" capability or otherwise directly accessed the Server.
You agree that SC will have the unrestricted right to use any feedback and related information you provide regarding the Services, including without limitation, any flaws, error, bugs, anomalies, problems with and/or suggestions for the Services (the "Feedback").
SC reserves the right to modify or discontinue the features, functionality and other attributes of the Services at any time in its sole discretion. You acknowledge and agree that SC will not be liable to you in connection with its modification or discontinuation of the Services.
SC will use industry standard efforts to maintain the confidentiality of your Registration Data and the CP Keys you provide to SC. Although SC will implement and follow measures to protect against unauthorized access to or interception of your keys, you acknowledge and agree that SC cannot fully eliminate security risks and cannot guarantee that unauthorized access to your information will never occur. You acknowledge and agree that SC may disclose information about you or your use of the Service, including without limitation, Servers and Applications, if compelled by law to do so, or if such action is deemed by SC reasonably necessary to (a) comply with any applicable laws rules or regulations, (b) comply with any legal process, (c) enforce these Terms, (d) respond to claims that such information violates a third party's rights, or (d) protect the interests of SC or others.
FEES, PAYMENT AND SUSPENSION OF SERVICES
As consideration for SC's provision of the Commercial Edition of the Services under these Terms, you will pay SC the fees ("Fees") set forth in and in accordance with your Order Form, including without limitation any fees related to your use of an SC Cloud Provider Account. To do so, you will provide the payment card and related billing and payment information requested by SC, and you agree that any such information you provide to SC may be shared by SC with payment processors and/or credit agencies, solely for the purposes of checking credit and effecting payment to SC for the Services. SC shall not be liable for any use or disclosure of such information by such third parties. All Fees are expressed in and all payments will be made in U.S. dollars. All Fees owed by the Customer in connection with these Terms are exclusive of, and the Customer shall pay, all sales, use, excise and other taxes that may be levied upon the Customer in connection with the Services, except for taxes based on SC's net income. SC reserves the right (in addition to any other rights or remedies SC may have) to discontinue the Services and suspend all UserID's and the Customer's access to the Services if any Fees owed are more than two (2) business days overdue until such amounts are paid in full.
INTELLECTUAL PROPERTY RIGHTS
Services and Technology
You acknowledge that SC retains all right, title and interest in and to the Services, as well as to all proprietary software, materials, formats, interfaces, information, data and content used by SC or provided to you in connection with the Services (the "Standing Cloud Technology"), and that the Standing Cloud Technology is protected by intellectual property rights owned by or licensed to SC. Other than as expressly set forth in these Terms, no license or other rights in the Services are granted to you, and all such rights are hereby expressly reserved by SC.
Customer Content and Applications
The Customer retains all right, title and interest in and to the Customer Content. SC will only use Customer Content to provide the Services under these Terms. You will be solely responsible for providing, and obtaining the rights to provide, all Customer Content required for the proper operation of the Services. You grant to SC a non-exclusive, fully-paid and royalty free license to store and use the Customer Content and any Application as necessary for SC to provide the Services.
Anonymous and Aggregated Data
Notwithstanding anything else to the contrary in these Terms, SC may aggregate and de-identify the information provided by you including, without limitation, information and data on how the Services are used by customers. SC reserves the right to disclose to and share such information and data with third parties in an anonymous and aggregate form at its discretion.
TERM AND TERMINATION
These Terms shall for as long as you use the Services. You may terminate at any time by canceling your account online; provided, however, any such termination shall not relieve you of any payment obligations to SC in connection with your use of the Services or entitle you to a refund of any prepaid Fees. If either party breaches any term hereof, the non-breaching party may immediately terminate upon written notice to the other. SC may terminate the Services at any time for any reason, including without limitation, if SC believes that (a) you have violated these Terms, (b) you have violated the rights of SC or any third party, or (c) you have violated the applicable license for any Application or terms of service of any Cloud Provider.
Effects of Termination
Upon termination, the rights granted hereunder shall terminate effective immediately you shall promptly discontinue use of the Services. The rights and duties of the parties under Sections 4.3, 5, 6, 7, 8, 9, 10 and 11 will survive the termination or expiration of these Terms. SC shall have no liability to you as a result of its termination of the Services.
SC MAKES NO WARRANTY CONCERNING THE SERVICES, AND ALL DATA, MATERIALS, AND DOCUMENTATION PROVIDED IN CONNECTION WITH THESE TERMS ARE PROVIDED "AS IS" AND "AS AVAILABLE". SC DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SC DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE. FURTHER, YOU ACKNOWLEDGE THAT SC SHALL NOT BE RESPONSIBLE FOR AND DOES NOT CONTROL THE CLOUD PROVIDER SERVERS. YOU UNDERSTAND THAT ALL DATA, INFORMATION OR OTHER MATERIAL PLACED ON SERVERS BY YOU ARE YOUR SOLE RESPONSIBILITY. SC IS NOT RESPONSIBLE FOR ANY LOSS OF DATA OR HARM DONE TO YOUR COMPUTER, SYSTEMS OR OTHER EQUIPMENT ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND DISCRETION.
The Customer will indemnify, defend and/or settle, and pay damages of any kind (including without limitation attorneys' fees) arising from or related to any third party claim brought against SC arising out of or related to your use of the Services, the Customer Content or an Application, your violation of any law, or infringement upon or misappropriation of any intellectual property right, publicity or privacy rights, or any other third party's rights, or your breach of these Terms.
LIMITATION OF LIABILITY
SC'S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THE SERVICES (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT) WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO SC BY THE CUSTOMER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SC WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, EVEN IF SC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
Neither party may assign any rights or obligations arising under these Terms, whether by operation or law or otherwise, without the prior written consent of the other; except that SC may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall inure to the benefit of and shall be binding on the permitted successors and assignees of the parties. Any attempted transfer of assignment hereof in violation of this Section 11.2 is null and void.
Governing Law and Venue
These Terms will be governed by and construed in accordance with the laws of the State of Colorado without giving effect to principles of conflict of laws that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Any action or proceeding arising from or relating to these Terms must be brought in any federal court in Denver, or state court in Boulder, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If a dispute arising under these Terms results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys' fees of the prevailing party.
Please direct any questions or comments to: support [at] standingcloud [dot] com.