Cloud Blox terms and conditions

THESE TERMS OF USE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT (COLLECTIVELY “YOU” OR “YOUR”), AND STREAME PTY. LTD. (“US,” “WE” OR “OUR”) GOVERNING YOUR ACCESS TO OR USE OF OUR SERVICES. THIS INCLUDES USE OF OUR WEBSITES AND RESOURCES POSTED THERE, AS WELL AS USE OF THE Cloud Blox MANAGED SERVICE. THIS AGREEMENT IS NOT APPLICABLE TO NOR DOES IT REPLACE OPEN SOURCE LICENSE TERMS FOR OPEN SOURCE VERSIONS OF Cloud Blox MADE AVAILABLE ELSEWHERE.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL CLAIM BASIS ONLY AND WITHOUT A JURY TRIAL.

THIS AGREEMENT APPLIES TO YOUR USE OF THE SERVICES, TOGETHER WITH YOUR ORDER (MADE ONLINE OR BY ORDER FORM), AND THE Cloud Blox PRIVACY POLICY WHICH IS INCORPORATED BY REFERENCE: https://www.cloud-blox.com/privacy.

These Terms of Use apply to You and Your use of the Services, including any others you permit to use the Services. If you do not accept all terms of this Agreement including the Privacy Policy, then You may not use the Services. Your use of the Services constitutes your acceptance of this Agreement.

1. Use of the Services. Subject the terms and conditions of this Agreement, We hereby grant You a limited, non-exclusive, non-sublicensable and nontransferable right as specified during an online purchase or in an order form (Your “Order”) to access and use the Services ordered only in accordance with this Agreement, the terms of the Order, Cloud Blox's published Documentation, and solely for Your internal business purposes. Your use of the Services is subject to certain limitations as stated in Your Order and the Documentation, such as on the duration of Your subscription (“Subscription Term”), the number and types of named users permitted to access the Services, data pass-through volumes, and any other limits specified in the Order (“Usage Limits”). You will be charged the applicable Fees for any use in excess of the Usage Limits at then-current prices. User subscriptions to Services cannot be shared or used by more than one (1) named user but may be reassigned to a new user replacing a person who no longer requires access to the Service. You are solely responsible for selecting secure account and user passwords, changing passwords frequently, maintaining the confidentiality of user logins and passwords, and restricting access to the Services. We assume no responsibility for damage or loss arising from unauthorized access to the Services and Your account due to Your failure to protect Your account through proper security and maintenance of User logins and passwords.
2. Restrictions on Use. You may not use the Services or Documentation except as permitted in this Agreement. You may not cause or permit any third party to: (i) alter, modify or create any derivative works of the Services, the underlying source code, or the Documentation in any way, including without limitation customization, translation or localization; (ii) rent, lease, license, sublicense, encumber, sell, offer for sale, or otherwise transfer rights to the Services or Documentation, including for timesharing or as a service bureau; (iii) port, reverse compile, reverse assemble, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services; (iv) copy, distribute, link, frame, mirror or otherwise make available any portion of the Services to any third party other than a third-party contractor who may only use the Services to support Your internal purposes; (v) remove or alter any logos, trademarks, links, copyright or other notices, legends or markings from the Services or Documentation; (vi) attempt to bypass or tamper with the security, operation, use limits, or access control technology of the Services; (vii) attempt to access the accounts or data of any other customer or User; (viii) use the Services for benchmarking purposes or otherwise to analyze its workings and features for competitive purposes or in a manner that imposes unusual demands on a Service outside of normal functions and operations; (ix) use, or allow the use of, the Service(s) by anyone located in, under the control of, or a national or resident of a U.S. embargoed country or territory or by a prohibited end user under export control laws; (x) use the Service(s) in a manner that interferes with the use or enjoyment of it by others, including using the Service(s) to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumventing or disclosing the user authentication or security of the Service(s) or any host, network, or account related thereto; or (xi) use the Service(s) or Documentation in a way that violates applicable law or infringes upon the rights of a third party, including those pertaining to contract, intellectual property, privacy, or publicity or that effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene. Notwithstanding any other provision of this Agreement, in the event of breach of any restrictions in this Section 3, We shall have the right upon notice to immediately suspend Services until such breach is corrected.
3. Proprietary Rights. a. Customer Data and Customer Materials. As between the parties, You will retain all right, title and interest in and to the information provided by or on your behalf for processing by the Services (“Customer Data”) and any other materials or information provided by or for You needed by Us to perform the Services and fulfill our obligations under this Agreement. Nothing in this Agreement will confer to Us any right of ownership or interest in the Customer Data or other materials, other than the limited license and rights set forth herein. b. Company Intellectual Property. We shall retain all right, title and interest in and to the Company Intellectual Property, and any changes, derivatives, corrections, developments, bug fixes, enhancements, updates and other modifications, improvements thereto, and as between the parties all such rights shall vest in and be assigned to Us. Nothing in this Agreement will confer on You any right of ownership or interest in any Company Intellectual Property, other than the limited license set forth herein. “Company Intellectual Property” means Our proprietary technology, including the Services and Documentation, websites, software tools, hardware designs, algorithms, software, APIs, user interface designs, architecture, documentation, network designs, know-how, and trade secrets, improvements, materials, methods, processes, formulas, techniques, deliverables and other information developed or otherwise made in whole or part by Us in the performance of the Services, and all intellectual property rights therein and thereto throughout the world (whether owned by Us or licensed to Us by a third party).
4. Term and Termination. This Agreement commences when You accept the terms, and expires on the date of expiration or termination of all Subscription Terms (“Term of Agreement”). Each Order will state the Subscription Term for the Services ordered. a. Auto-Renewal; Pricing. At the end of each Subscription Term, Your Order shall automatically renew for an additional Subscription Term of equal duration at the then-current pricing in effect as posted on Our website or communicated to You at least sixty (60) days prior to the end of Subscription Term, unless You or We notify the other party of the intent not to renew at least thirty (30) days prior to the end of the current Subscription Term. b. Termination. You may choose to terminate this Agreement and all orders at any time for any reason with written notice, provided that upon such termination You will not be entitled to a refund of pre-paid Fees, and all remaining Fees for a then-current order or Subscription Term that are outstanding will become immediately due and payable. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party for cause: (i) if after such notice period a material breach by the other party remains uncured, or (ii) if the other party becomes the subject of a petition of bankruptcy, or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. c. Effect of Termination. Immediately upon termination of this Agreement for any reason, You will cease use of the Services, pay in full all Fees due at the time of termination, and return or destroy all copies of Our Confidential Information. After the expiration or termination of this Agreement for any reason Your account shall be deactivated and all Customer Data deleted unless retention is required by law. All provisions of this Agreement which by their nature should survive cancellation or termination of this Agreement shall survive cancellation or termination.
5. Confidentiality. a. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party to this Agreement (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Customer Data and any ancillary information, such as account information for Users. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was or becomes known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party as evidenced by written records, or (iii) is independently developed by the Receiving Party without any use of the Disclosing Party's Confidential Information. b. Protection of Confidential Information. Receiving Party shall not disclose Disclosing Party's Confidential Information to any third party except as permitted by this Agreement. Receiving Party shall only use Disclosing Party's Confidential Information to fulfill its obligations under this Agreement. Receiving Party shall use the same degree of care to protect the confidentiality of the Confidential Information that it uses to protect its own confidential and proprietary information (but in no event less than reasonable care). Receiving Party may disclose Confidential Information to its employees, consultants, agents, and data Subprocessors (collectively “Representatives”), who reasonably need to know such Confidential Information for purposes of this Agreement, provided that Receiving Party shall ensure that such employees, consultants and agents are bound by obligations of confidentiality at least as protective of the Disclosing Party's Confidential Information as the obligations in this Section. Receiving Party shall be liable for any disclosures of Confidential Information by its Representatives. c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or governmental authority to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party shall limit any disclosure of Confidential Information pursuant to this Section to the extent strictly necessary to comply with the applicable request by such governmental entity. Any disclosure of Confidential Information pursuant to this Section shall not affect the confidential treatment of such disclosed Confidential Information. d. Remedies. Receiving Party agrees that a breach of this Section may result in immediate and irreparable harm to Disclosing Party that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the parties stipulate and agree that the Disclosing Party will be entitled to seek and obtain equitable relief, including but not limited to a temporary restraining order or preliminary injunction.
6. Indemnification. a. By Us. We shall defend, indemnify and hold You harmless from and against all claims, losses and damages (including reasonable attorneys' fees) made by a third party against You that the Services infringes that third party's United States intellectual property rights, except to the extent such a claim arises from Your misuse or unauthorized use of the Services. If We believe that any portion of the Services may be subject to such a claim, then We may, at Our sole option and expense, procure for You the right to continue using the Service, modify or replace the infringing portions of the Service to allow for continued use, or if these alternatives are not commercially reasonable, refund any unused, prepaid Fees and terminate this Agreement. Notwithstanding the foregoing, the Our indemnification obligations set forth in this Section do not apply to, and We will have no obligation to You for, any claim that arises from (i) modifications to the Service by anyone other than Us or a third-party expressly instructed on Our behalf, (ii) modifications to the Service based upon specifications furnished by You (iii) You and/or any of Your Users' unauthorized use of the Service other than as specified in this Agreement, the Order Form or in the applicable Documentation, or (iv) use of the Service in conjunction with third-party software, hardware, data, or services, or any other combination of the foregoing, unless such item is identified by Us as part of the system requirements for the Services. THIS SECTION 10(A) STATES OUR ENTIRE LIABILITY FOR INFRINGEMENT RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND SHALL NOT APPLY DURING ANY TRIAL PERIOD OR UNDER ANY FREE PLAN. b. By You. You agree to defend, indemnify and hold Us harmless from and against all claims, losses and damages, suits, government investigations, fines, actions, damages, settlements, losses, liabilities, costs and expenses (including reasonable attorneys' fees) for any breach of Your representations, warranties and covenants set forth in Section 11(d), or breach of Section 3 (“Restrictions on Use”). c. Indemnification Procedures. As a condition to being indemnified under this Agreement, the party seeking indemnification shall: (i) promptly notify the indemnifying party of the claim; (ii) allow the indemnifying party sole control of the defense and settlement of such claim; and (iii) provide assistance, at the indemnifying party's expense, in defending or settling the claim. The indemnifying party shall keep the indemnified party informed of and consult with the indemnified party in connection with the progress of such litigation or settlement, and not settle any such claim in a manner that does not unconditionally release the indemnified party without the indemnified party's written consent, not to be unreasonably withheld or delayed.
7. Limited Warranties; Disclaimers. a. Services. We warrant for duration of the Subscription Term that the Services will operate in substantial conformance with the Documentation when used in normal operating conditions. Your exclusive remedy for breach of this warranty is to notify Us in writing in reasonable detail of the non-conforming aspect of the Services during the warranty period, and upon receipt of such notice, We, at Our option, will either use commercially reasonable efforts to modify and provide an update to the Software so that it is in conformance with this warranty requirement, or provide a commercially reasonable work-around within a reasonable period of time. Notwithstanding any other provision of the Agreement, this Section sets forth Your exclusive rights and remedies and Our sole liability in connection with the warranty related to the performance of the Services. b. Professional Services. We warrant to You that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry practices and the terms and conditions herein. However, if You do not provide Us timely access to Your Customer Materials in Our performance of Professional Services, then Our performance will be excused until You do so. Your exclusive remedy for breach of this warranty is to notify Us in writing within thirty (30) days of the non-conforming Services. Upon receipt of such notice, at Our option, We will either use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements or will terminate the affected Professional Services and will refund You the prorated amount of Fees for the unperformed and non-conforming Professional Services. This Section sets forth Your exclusive rights and remedies and Our sole liability in connection with the performance of Professional Services. c. Warranty by Customer for Customer Data. You covenant and warrant to us that You have the legal right, licenses, and consents as needed for us to process the Customer Data for You as provided by this Agreement. d. EXCEPT FOR THE FOREGOING, WE PROVIDE THE SERVICES AND DOCUMENTATION “AS IS” WITHOUT ANY WARRANTY WHATSOEVER AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL BE FREE FROM ERRORS OR VIRUSES, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, SECURITY OF DATA, OR ACHIEVEMENT OF RESULTS. YOU ACKNOWLEDGE WE HAVE NO RESPONSIBILITY FOR THIRD-PARTY CONTENT OR SERVICES YOU CHOOSE TO USE IN CONJUNCTION WITH THE SERVICES.
8. General Limitation of Liability. NEITHER PARTY SHALL BE LIABLE HEREUNDER TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, AND CLAIMS BASED ON GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR ANY FAILURE OF A SERVICE ARISING FROM OR RELATED TO (I) ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER THIRD-PARTY UNAUTHORIZED ACCESS, (II) YOUR OR YOUR USERS' FAILURE TO CONFIGURE THE SERVICE IN CONFORMANCE WITH THE DOCUMENTATION, (III) YOUR OR YOUR USERS' FAILURE TO PROVIDE ACCURATE CUSTOMER DATA TO THE SERVICE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
9. Modifications to this Agreement. We reserve the right, at Our sole discretion, to modify or replace any part of this Agreement by (i) posting a revised Agreement on Our site with a new date, or (ii) providing notice to You of the change. Modifications will take effect at the start of the calendar month following notice for self-service month-to-month plans, and at the end of the prepaid Subscription Term for all other plans.
10. Independent Contractors. The parties to this Agreement are independent contractors and no agency, partnership, joint venture, employment or similar relationship exists between them. Neither party has the authority to bind the other or incur any obligation on its behalf.
11. Assignment. Neither party shall assign this Agreement without the written consent of the other party, not to be unreasonably withheld or delayed, except assignment without consent but with written notice is permitted in the event of a merger, acquisition, sale of substantially all the assets of a party or any similar transaction. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
12. Entire Agreement. This Agreement, along with Your Order and the exhibits attached hereto or incorporated by reference, constitute the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings. The failure of either party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.