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CLOUDSPOT IS A SOFTWARE DESIGNED TO DIGITALLY DELIVER IMAGES AND BY USING CLOUDSPOT TO SHARE, SELL, OR SEND PHOTOS YOU ARE AGREEING THAT YOU OWN ALL REQUIRED LEGAL RIGHTS TO THE IMAGES YOU UPLOAD AND ARE ALLOWING OTHERS THE RIGHT TO DOWNLOAD, SHARE, PRINT AND CREATE OTHER PRODUCTS USING THE IMAGES THAT YOU HAVE UPLOADED FOR THEIR PERSONAL AND NON-COMMERCIAL USE.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

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Please read these terms of service (these “Terms”) carefully as they form a contract between you and CloudSpot Inc. (“CloudSpot”, “we”, “us”, or “our”) that governs your access and use of: (i) the hosted storage solution provided by CloudSpot (the “Product”) for online storage, sharing and processing of files, materials, data, text, audio, video, images or other content (collectively, “Content”); (ii) the CloudSpot desktop application, gallery desktop application and mobile applications and any other software provided or made available by CloudSpot (the “Software”); (iii) onecloudpro.com (the “Site”); and (iv) any written or electronic documentation provided or made available by CloudSpot (the “Documentation”) (collectively, the Product, the Software, any Content provided by CloudSpot, and the Documentation are referred to herein as the “Services”).

By using any of the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing to CloudSpot that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning this Agreement, please email [email protected].

CloudSpot LLC does not provide warranties for the Services. This contract also limits CloudSpot’s liability to you.

CHANGES TO THESE TERMS

CloudSpot reserves the right to modify or replace these Terms at any time in our sole discretion. We will indicate at the bottom of these Terms the date these Terms were last updated. Any changes will be effective upon posting the revised version of these Terms on the Site (or such later effective date as may be indicated at the bottom of the revised Terms). Your continued access or use of any portion of the Services after the effective date of any changes means you accept and agree to the changes.

ACCESS TO THE SERVICES

You may use the Services, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws, and only if you have the power to form a contract with CloudSpot and are not prevented under any applicable laws from doing so.

USER CONTENT

Except for Content we provide, we don’t claim ownership of any Content that is transmitted, stored, accessed, or processed in your account(s). We also don’t control, verify, or endorse any Content that you and others make available on the Services. Content uploaded, expressed or submitted to the Services, other than any Content provided by CloudSpot, is solely the responsibility of the person or entity submitting it and does not necessarily reflect the opinion of CloudSpot. We are not responsible, or liable to you or any third party, for the content or accuracy of any Content posted by you or any other user of the Services. We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share your Content with others, anyone you’ve shared content with (including the general public, in certain circumstances) may have access to your Content and may distribute it to others without your consent. You hereby grant CloudSpot and its employees and contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Content you post on the Services solely to the extent necessary to provide the Services, customer support, or as otherwise permitted by these Terms. You represent and warrant that you have all the rights in your Content necessary for you to use the Services and to grant the rights in this Section. You will: (a) be solely responsible for the nature, quality and accuracy of your Content; (b) must ensure that your Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to your Content, including any notices sent to you or to CloudSpot by any person claiming that any of your Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of your Content. CloudSpot will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any of your Content. You must immediately notify CloudSpot in writing of any unauthorized use of (a) any of your Content, (b) any account, or (c) the Services that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide CloudSpot with such cooperation and assistance related to any such unauthorized use as CloudSpot may reasonably request.

LIMITS OF SERVICE

We reserve the right to withdraw or amend the Services, or any portion thereof, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some or all Services to users. Disk space and bandwidth are not unlimited (see PAYMENT TERMS below).

AGE REQUIREMENTS

You must be at least 18 to use the Services.

SUB-DOMAIN/DOMAIN NAMES

CloudSpot reserves the right to revoke, deactivate, change or require you to change a URL for any reason, including but not limited to inappropriate URL names that do not represent who you are or the content of your galleries, a name that is the currently published business name and/or intellectual property right of another party, or any URL name that includes profanity or terms that could be interpreted to be derogatory in nature to a specific person or people group. CloudSpot may exercise such right at any time, with or without prior notice.

PAYMENT TERMS

The Services are paid for on a monthly or yearly subscription basis and automatically renewed. CloudSpot reserves the right to charge additional fees per account to users who elect to upload any single file larger than, fifty megabytes, and/or users who use more than five times their account storage amount in bandwidth per month. The price stated for the Services excludes all taxes and charges, unless stated otherwise. If payment is not received by CloudSpot on the due date, after an initial reminder is sent, 2 (two) days later your account will be frozen, inaccessible, and all shared links will be turned off until all outstanding payments have been processed by CloudSpot. You retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If your account is past due for 60 days, your account will be deactivated and all files will no longer be retrievable. Except as specifically set forth in these Terms, all Services are prepaid for the period selected (monthly, or otherwise) and are non-refundable. There are no pro-rated refunds if a cancellation request is submitted mid-period. At the sole discretion of CloudSpot, credit may be issued for any remaining time on the billing period for future use of the platform. Except as prohibited by law, we may assess a late charge if you do not pay on time. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your access to the Services if you fail to pay in full on time.

UNLIMITED FOUNDER SUBSCRIPTION CONTRACT (New Contracts Discontinued on 4/1/18):

  • The UNLIMITED Plan special offer cannot be combined or be in conjunction with any other special offers, promotions, or discounts by CloudSpot or any other affiliate.
  • The images uploaded with this plan must be photographed explicitly by the subscriber of this plan and be business related events – personal photos uploaded for archival purposes only are not allowed and is grounds for cancelation. Please contact [email protected] for a custom plan if this is your intent.
  • This is a 12 month commitment billed at $600 per year.
  • There are no refunds after the UNLIMITED plan has been purchased.
  • The Unlimited Plan subscription only permits the upload of events/images (as defined above), to CloudSpot, and those events may only be photographed by the photographer (the person) named on this UNLIMITED Plan as well as any possible 2nd or 3rd photographer who may be contracted or hired for that particular event. Studios with 3 or more photographers are not eligible for this promotional plan. Please contact [email protected] for a custom plan if more than 3 photographers work for your company.
  • Uploading images/events photographed by other photographers, other studios, or anyone not named on the UNLIMITED Plan is considered abuse and is grounds for cancellation without a refund. Also, uploading unedited images (for storage) as well as uploading the edited versions of those same photos again (for delivery) is considered unfair usage and not permitted under the UNLIMITED plan.
  • If, at any point, the contract is cancelled, the promotional value of the UNLIMITED PLAN (or remainder of promotional value) associated with the contract is also forfeited.
  • When subscribing to the UNLIMITED plan it is a legal and binding contract. By agreeing to these terms, you (the subscriber) agree to pay the 12 month subscription commitment of $600. You as the subscriber have the option to cancel your UNLIMITED Plan subscription should the following conditions be met: 1. You submit a request for cancellation in writing by email to [email protected]. 2. You have uploaded 5 events or less while subscribed to the UNLIMITED Plan. 3. You are within the first 7 days of signing up for the UNLIMITED Plan.

In order to maintain a fair and reasonable service to our customers, CloudSpot Inc. reserves the right to “Add to” the UNLIMITED Plan terms and conditions at anytime.

STATISTICS AND ANALYTICS

Statistics and Analytic data is automatically updated nightly. The Services use third-party data to derive visitors’ geographic locations from their IP address. Due to the nature of geolocation technology and other factors beyond our control, we cannot guarantee any specific accuracy level.

CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering an account with CloudSpot, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding CloudSpot’s products, services, or 3rd party partnerships, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.

SOFTWARE

If you receive Software from us, its use is governed in one of two ways: if you’re presented with separate license terms that you must accept in order to use the Software, those terms apply; if no separate license is presented to you, these Terms apply. We reserve all other rights to the Software. We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software. Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your subscription to the Services ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.

COPYRIGHT COMPLAINTS AND REMOVAL POLICY

CloudSpot does not permit content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of reported or alleged copyright infringement that comply with the law and are properly provided to us. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate access to the Services for repeat infringers.

To report any such complaints or DMCA Notice, email [email protected].

Federal law requires your DMCA Notice to include the following information:

  1. Identification of the copyrighted work that you claim has been infringed;
  2. Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;
  3. Your address, telephone number, and e-mail address;
  4. A statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in your notice is accurate, and (c) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
  5. Your physical or electronic signature.

INTELLECTUAL PROPERTY NOTICES

All contents of the Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2016 CloudSpot Inc. and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved. The CloudSpot logo may not be copied, imitated, or used, in whole or in part, without CloudSpot Inc.’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners. CloudSpot may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Services. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Services does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

LICENSE AGREEMENT

IMPORTANT! READ CAREFULLY: This End-User License Agreement (“Agreement”) is a legal agreement between CloudSpot Inc. (“CloudSpot”) and you (either an individual or a single entity) as a user, for the use of and access to the Services(s).

YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING ANY SOFTWARE AND/OR ACCESSING THE SERVICES. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE ANY SOFTWARE OR ACCESS THE SERVICE.

CloudSpot will grant you the rights and licenses contained in this Agreement only if you obtained the Software from CloudSpot, or a CloudSpot authorized distributor or reseller. If you obtained the Software from any other source you may not install or use the Software or access the Services.

  1. Ownership: The Services are proprietary to CloudSpot. The Services are licensed, not sold, to you notwithstanding any reference herein to “purchases”. You acknowledge and agree that: (a) the Services are protected under U.S. copyright and other laws; (b) CloudSpot and its licensors retain all copyrights and other intellectual property rights in the Services; (c) there are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by CloudSpot; (d) you acquire no ownership or other interest (other than your license rights) in or to the Services; and (e) CloudSpot owns all copies of the Services, however made. You agree that you will not, at any time, contest anywhere in the world CloudSpot’s ownership of the Services, nor will you challenge the validity of CloudSpot’s rights in the Services. You have no rights hereunder to use any trademark or service mark belonging to CloudSpot. In the event that you provide comments, suggestions and recommendations to CloudSpot with respect to the Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Services) (collectively, “Feedback”), you hereby grant to CloudSpot a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.
  2. Grant of License and Scope of Use: Subject to all the terms and conditions of this Agreement, and in consideration of your payment(s) to CloudSpot, CloudSpot hereby grants to you a limited, nonexclusive, nontransferable, nonsublicensable, perpetual license to install, use, access and display the Software to share your Content and/or access Content from other users, subject to termination as provided in this Agreement. This Agreement defines your rights to the Services during the license term.
  3. Services and Restrictions: For the sole purpose of using the Software, you are granted a limited non-exclusive, non-transferable, non-sublicensable, perpetual and royalty-free license to access the Services, subject to termination as provided in this Agreement. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password with any third parties or use your password for any unauthorized purpose. Only you may use your Services account. You must keep your account and passwords confidential and not authorize any third party to access or use the Services on your behalf, unless we provide an approved mechanism for such use. You must contact us immediately to report misuse of your account or any security breach in the Services. You are responsible for all activities that take place with your account. CloudSpot will not be liable for any loss or damage arising from any unauthorized use of your accounts. The functionality of the Services depends, among other things, on the availability of internet connectivity, net congestion and other factors. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any transaction conducted on our site. CloudSpot makes no warranties or guarantees as to the availability or reliability of the Services or the information provided to you or to any other user nor makes any commitment to provide you with on-going operational Services.
  4. Registration and Privacy: You must register with CloudSpot as a condition to your rights to use the Software and access the Services. You will be prompted to register at the time of your installation or first use of the Software and prior to any access of the Services, at which time you will be asked to submit your personal information to CloudSpot. The types of personal information collected by CloudSpot may include, if applicable: name, address, email address, company name, company contact name and title, company address, company contact email address, company telephone and facsimile number, company website URL, registrar username and password, service contract number, service level, product model number, product part number, MAC address, purchase order number or sales order number, and payment details. When registering with CloudSpot you must: (a) provide true, accurate, current and complete information about yourself as requested by the Services’ registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. CloudSpot will primarily use your personal information to provide you access to the Services and its functionality (such as using your email address to send you passwords required to access and use the Services). CloudSpot may also occasionally use your personal information, such as your email address, to send you other communications, important product information and updates. CloudSpot engages other companies and individuals (“agents”) to perform functions on its behalf, such as payment processing, order fulfillment, marketing assistance and customer service. CloudSpot may share your personal information with such agents in order to perform these and other functions, but, unless CloudSpot informs you otherwise, such agents may not use your personal information for other purposes. For more information concerning CloudSpot’s privacy procedures, please read the CloudSpot Privacy Policy.
  5. Content Standards: These content standards apply to any and all Content you post using the Services. Content you post must in its entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Content you post must not:

    (a) Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;

    (b) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

    (c) Infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person;

    (d) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;

    (e) Be likely to deceive any person;

    (f) Promote any illegal activity, or advocate, promote or assist any unlawful act;

    (g) Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;

    (h) Be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization; or

    (i) Give the impression that they emanate from us or any other person or entity, if this is not the case.

  6. Prohibited Activities: You may not: (a) modify, adapt, alter, translate, or create derivative works of the Services or merge the Services with other software other than as described in the Documentation or as approved of in writing by CloudSpot; (b) lease, rent, or loan the Services to any third party; (c) sublicense, distribute or otherwise transfer the Services or any component thereof to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; (e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of CloudSpot and or its licensors on the Services; (f) allow third parties to access or use the Services such as in a time-sharing arrangement or operate the Services as part of a service bureau or, otherwise for the use or benefit of third parties; (g) reproduce or use the Services except as expressly authorized hereunder; or (h) disclose or publish performance benchmark results for the Services. You must not engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm CloudSpot or users of the Services or expose them to liability. You must not: damage, disable, overburden, or impair the Services (or any network connected to the Services); use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; use any automated process or Services (such as a bot, a spider, or periodic caching of information stored by CloudSpot) to access or use the Services; or otherwise attempt to interfere with the proper working of the Services. In addition, you promise that you will not and will not encourage or assist any third party to:

    (a) use the Services in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any Documentation or any other policy, instruction or terms applicable to the Services that are available on the Services (“Policies”);

    (b) access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;

    (c) use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (iii) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware;

    (d) interfere with or disrupt servers or networks used by CloudSpot to provide the Services or used by other users’ to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Services; or

    (e) access or attempt to access CloudSpot’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means.

    We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint.

  7. Monitoring of Content, Removal of Content and Enforcement: We have the right to:

    (a) Remove or refuse to post any Content for any or no reason in our sole discretion.

    (b) Take any action with respect to any Content that we deem necessary or appropriate in our sole discretion if we believe that such Content violates the Terms, infringes any intellectual property right or other right, threatens the personal safety of users of the Services and the public or could create liability for CloudSpot.

    (c) Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

    (d) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

    Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any Content on or through the Services. YOU WAIVE AND HOLD HARMLESS CloudSpot FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CLOUDSPOT DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CLOUDSPOT OR LAW ENFORCEMENT AUTHORITIES.

    However, we do not undertake to review Content before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or Content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.

  8. Links to Third Party Sites: You may link to third party sites through the use of the Services. The third party sites are not under the control of CloudSpot, and CloudSpot is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. Any such activities, and any terms associated with such activities, are solely between you and the applicable third party and CloudSpot shall have no liability, obligation or responsibility with respect to any such activities. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third party content.
  9. Services; Updates: Product Changes: CloudSpot is not required under this Agreement to provide any installation, training or other support services to you. Such services, if available, must be purchased separately. If, pursuant to a separate support agreement or otherwise, CloudSpot provides you with a new release, error correction, update, upgrade or other modification to the Product, such modification will be deemed part of the Product, and subject to the terms of this Agreement, unless the modification is expressly provided subject to a separate license agreement. CloudSpot reserves the right at any time not to release or to discontinue release of any of the Services and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of any of the Services. CloudSpot reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and we may suspend or stop the Services altogether.
  10. Warranty Disclaimer: You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.

    WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

    YOUR USE OF THE SERVICES, ITS CONTENT AND ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ALL CONTENT AND ANY ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CLOUDSPOT NOR ANY PERSON ASSOCIATED WITH CloudSpot MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER CLOUDSPOT NOR ANYONE ASSOCIATED WITH CLOUDSPOT REPRESENTS OR WARRANTS THAT THE SERVICES, ANY CONTENT OR ANY ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

    CLOUDSPOT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  11. Confidentiality: The Services (including their underlying source code) contain confidential information of CloudSpot. You agree to hold this information in confidence, not disclose it to any person, and not use it for any purpose other than the use and operation of the Services as permitted under this Agreement. These restrictions do not apply to any information which is or becomes (through no fault of yours) publicly available.
  12. LIMITATION OF LIABILITY: IN NO EVENT WILL CLOUDSPOT AND ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE SERVICES OR ANY CONTENT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF CLOUDSPOT AND ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS KNEW, SHOULD HAVE KNOWN OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLOUDSPOT’S AND ITS AFFILIATE’S OR THEIR LICENSOR’S, SERVICE PROVIDER’S, EMPLOYEE’S, AGENT’S, OFFICER’S OR DIRECTOR’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU FOR USE OF THE SERVICES. THIS SECTION 12 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.
  13. Indemnification: You agree to defend, indemnify and hold harmless CloudSpot, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms or your use of the Services, including, without limitation, any use of the Services’ content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Services.
  14. Termination and Suspension: You may stop using the Services at any time (UNLIMITED contract, excluded). We reserve the right to temporarily suspend or terminate your access to all or any part of the Services at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Services for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause CloudSpot to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity, bandwidth or the creation of multiple free accounts with the intention of gaming our freemium model; or (f) unplanned technical problems and outages. If, in CloudSpot’s determination, the suspension might be indefinite and/or CloudSpot has elected to terminate your access to the Services, CloudSpot will use commercially reasonable efforts to notify you through the Services. If you stop using the Services or we permanently terminate your access to the Services, you must destroy all copies of the Software and Documentation and discontinue access of the Services. You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to the Content that is stored with the Services.

    Upon termination by CloudSpot, for reasons other than cause, or at your direction, you may request access to your Content, which we will make available for an additional fee. You must make such request with thirty (30) days following termination. Otherwise, any Content you have stored with the Services may not be retrievable, and we will have no obligation to maintain any data stored in your account.

  15. Export Restrictions: You acknowledge that the Product is of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. Without limitation, you may not transfer any part of the Services without U.S. government permission to anyone on U.S. government exclusion lists. You represent and warrant that neither you nor any of your affiliates are on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.
  16. Restricted Rights Legend: Any software which is provided for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is CloudSpot Inc.
  17. Canadian Transactions: If you are subject to Canadian law, you agree to the following: The parties hereto have expressly required that the present License and its Exhibits be drawn up in the English language. / Les parties aux presentes ont expressement exige que la presente Convention et ses Annexes soient redigees en langue anglaise.
  18. Governing Law, Venue and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act (if applicable). Subject only to the provisions of Section 20, any legal action, suit or proceeding arising out of or relating to this Agreement must be instituted exclusively in a court of competent jurisdiction, federal or state, located within the State of California, County of Orange, and in no other venue. Each party further irrevocably consents to personal jurisdiction and venue in, and agrees to service of process issued or authorized by, any such court.
  19. Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this Agreement will remain in full force and effect.
  20. Equitable Relief: The parties acknowledge and agree that it is impossible to measure in money the damages that will accrue to CloudSpot by reason of your breach of this Agreement and that such a breach will cause irreparable harm to CloudSpot. In addition to any other right or remedy available at law or in equity CloudSpot will be entitled to specific performance or injunctive relief to enforce or prevent any breach of confidentiality or any breach of any license granted hereunder without posting a bond or other security, and may apply to any court of competent jurisdiction for such relief notwithstanding the provisions of Section 18.
  21. Assignment: You may not assign this Agreement or assign any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise (including by merger, sale of assets, change of voting control or consolidation), without CloudSpot’s prior written consent, which may be granted, conditioned or withheld in CloudSpot’s sole discretion. Any attempted assignment by you in violation of this Section 22 will be void and will constitute a material breach of this Agreement. Notwithstanding the foregoing, CloudSpot may assign this Agreement at any time in its sole discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
  22. Waiver and Modifications: All waivers must be in writing. Any waiver or failure to enforce a provision of this Agreement on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. This Agreement may only be amended by a written document signed by both parties.
  23. Notices: We may send you, in electronic form, information about the Services, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Services or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Services. You may provide legal notices to us via email to [email protected], with a duplicate copy sent via registered mail, return receipt requested, to the following address: CloudSpot, 5151 California Avenue, Irvine, CA 92617. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
  24. Entire Agreement: This Agreement constitutes the entire, final and exclusive agreement between you and CloudSpot regarding the specific license transaction described herein. No prior agreements, understandings, statements, proposals or representations, written or oral, apply. No written or oral statement, advertisement or product description not expressly contained in this Agreement can be used to alter or supplement its terms. You may not rely on any representations or statements not contained in this Agreement. Headings in this Agreement are for reference only and have no effect on any provision’s meaning. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in effect.
  25. Independent Contractors: No Third-Party Beneficiaries. CloudSpot and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
  26. Disputes: For any dispute you have with CloudSpot, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that CloudSpot has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and CloudSpot agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CLOUDSPOT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

SELLING PRINTS AND PRODUCTS THROUGH CLOUDSPOT

You may sell prints and other products through your events and online galleries hosted by CloudSpot. If you choose the self-fulfillment option, you must fulfill the orders of any prints and products yourself; CloudSpot is merely providing you with the platform to complete the transaction. If you choose the lab fulfillment option, you acknowledge that the printing of any photos and products is performed by our Partner Labs and CloudSpot is just assisting the order process. You are required to connect your account with our third party payment service provider in order to accept payments. These payment services are governed solely by the third party provider’s terms of service and privacy policy. We are not responsible for the actions of these third party service providers. You hereby state that you have the right to sell such products, and the products comply with all applicable laws. You may not offer or sell any products that infringes or have the potential to infringe the rights of another. We reserve the right to remove any content or your store altogether if it is in violation of this Agreement. You agree to pay the appropriate transaction fees (if any) on the subtotal (before shipping, taxes and discount) to CloudSpot in addition to the credit card processing fees charged by our third party payment service provider.

For the self-fulfillment option, you must set out your own Terms of Sale, Return/Exchange Policy and any other statements that may apply, for the sale of prints and other products through your Store. CloudSpot is not responsible for resolving any disputes arising from these statements between you and any other parties.

If you are self-fulfilling orders, you agree that you shall be fully responsible for producing and reviewing all product items, shipping methods, and tax rules set up for selling. You must ensure these items adhere to their description and will not mislead the purchaser in any way. You shall be fully responsible for processing and shipping of orders to the purchaser, in accordance with the terms of order. You are also responsible for dealing with any disputes, cancellation/refund, and exchange of orders. Purchaser of these print and other products hereby agree to deal with the offerer of sale (the photographer) in case of any requests and disputes.

If you are using the lab-fulfillment option, you agree to the Terms of Sale, Return/Exchange Policy set out by CloudSpot as follows. You shall be fully responsible for ensuring your images have the sufficient resolution, and are in the current settings for the products you set up to sell. CloudSpot and its Print Vendors are not responsible for any cost or losses resulting from incorrect resolution or settings of the images. You agree to pay the cost of the products, the appropriate transaction fees to CloudSpot, as well as the credit card processing fees charged by third party payment service provider. You are fully responsible for setting up tax rules, and collecting and remitting the appropriate sales tax in your jurisdiction. You are responsible for dealing with any disputes, cancellation/refund, and exchange of orders.

If you are selling digital downloads via CloudSpot , you must set out your own Digital image license. CloudSpot provides no warranties for digital image licenses and is not liable for any dispute arising out of any digital image license agreement. CloudSpot is also not responsible for enforcing any digital image license agreement.

TERMS OF SALES

These Terms of Sale is applicable to your purchase of any prints and other products through the CloudSpot Store and fulfilled by our Partner Print Labs. In the event of any conflict between these Terms of Sale and the other provisions of the Terms such as ones set up by the photographer, these terms of sale will prevail. These Terms of Sale may not be altered or amended in any way, and all sales are expressly conditioned upon your agreement to these Terms of Sale.

You are responsible for any taxes that you are obligated to pay or the photographer may collect from you with regards to the purchase of the products. You are also responsible for the taxes or fees in the event they are later determined to be payable on the sale. Such taxes may be added to the purchase price and reflect on your invoice or receipt.

You are responsible for paying all shipping charges applied to the order, the charges will be shown on the checkout page and it is subject to verification and to correction or change. We will contact you to correct the shipping before processing if there’s any changes, and you will have the chance to cancel your order. All orders are shipping FOB shipping point, which means the title of the goods passes to you upon shipment. CloudSpot’s Print Labs will use reasonable efforts to ship all orders within the estimated delivery time applicable to the method of shipping you have chosen at time of order. CloudSpot or the Print Labs reserve the right to substitute another shipping vendor to deliver the order. CloudSpot is not responsible for any delays in shipping and other costs that may arise from the delay.

All prints and other products purchased are non-refundable and non-exchangeable. If the prints or products you received is physically defective, you are responsible for contacting the photographer within thirty (30) days of your receipt of the products, and work out the necessary arrangements for either a refund or a replacement. The foregoing right to return any order within thirty (30) days to your photographer is your sole and exclusive remedy, and CloudSpot expressly disclaims and excludes all warranties, expressed or implied, regarding the purchase of any products.

CloudSpot will do its best to present accurate information in the product options however we do not warrant that the product description, photos and pricing are accurate, complete, reliable, current or error-free. All size dimensions are approximate, we make reasonable efforts to accurate display all details of the product offerings, including the applicable color, and the applicable crop (in the case that the product needs cropping to fit the selected sizes), please note that the actual color or crop you will see might be different. CloudSpot Print Labs reserve the right to format manipulate or modify the image as may be required to satisfy a particular order. In the event of an error, we reserve the right to correct such error and charge the correct price or cancel your order.

You must agree to the digital image license set forth by the photographer prior to purchasing a digital download product. You acknowledge that CloudSpot provides no warranties for any digital product license and you are entering into the license agreement with the photographer. CloudSpot is not responsible for enforcing the agreement nor resolving any disputes.

These terms were last updated on: August 10, 2018

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