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These terms of service (the "Terms") are a legal agreement between SICLOUD CO., LIMITED, and its affiliates ("SICloud", "SiliCloud", "we" or "us") and "you" ("Customer", "your," or "User"). The Terms are explanations about how you are supposed to use the services provided by and through our platform and website(s) (main url located at www.sicloud.hk and www.silicloud.com) as well as all of our affliated internet and online properties (either linked by SICloud and/or affiliated companies) and any software that offered by SICloud to you for download or use, on any platforms and devices including your mobile devices (collectively referred to as our "App(s)") (all of these virtual properties, software and mobile applications, collectively referred to as the "Site" or the "Website") within limitations. Your use of all the text, data, information, software, graphics, proprietary content and more (all of which we collectively refer to as "Materials") that we and/or our affiliates may make accessible to you, as well as any services we may offer through this Site). The Site/Website, the Materials, and the services provided therein are collectively referred to as the "Services".
BY USING THE SERVICES, YOU HAVE BOTH READ AND ACCEPT ALL THE FLOLLOWING TERMS. IF YOU DO NOT AGREE WITH ANY OF THE FOLLLOWING TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICES.
IMPORTANT: A DISPUTE RESOLUTION AND ARBITRATION PROVISION IS CONTAINED IN THESE TERMS, INCLUDING A CLASS ACTION WAIVER AFFECTING YOUR RIGHTS. HOWEVER, THIS SECTION MAY NOT APPLY TO YOU DEPENDING ON YOUR JURISDICTION.
TERMS OF SERVICE HIGHLIGHTS
We kindly remind you: please also read the Full Terms of our Terms of Service.
Every access and/or use the Services conducted by you is deemed as you agree to be bound by these Terms and any Additional Terms that are applicable to you.
PAYMENTS, SUBSCRIPTIONS AND CANCELLATIONS
You will be circumspect in exerting your payment obligations, if any. As to any recurring charges that you agree to make, any third party working on our behalf may store your payment information to process the payments you agreed to make. You are deemed to understand that additional fees and taxes may apply to your purchases. For further related information please refer to our Cancellations section. SICloud does not guarantee refunds.
BINDING ARBITRATION OF ALL DISPUTES, NO CLASS RELIEF
For US Residents, any disputes arise under these Terms will be resolved on an individual basis through binding arbitration terms, with no class relief.
OUR ACCEPTABLE USE POLICY
You warrant that you will use the Services in compliance with our Acceptable Use Policy.
OUR ANTI-SPAM POLICY
You warrant that you will use the Services in compliance with our Anti-Spam Policy.
OUR POLICY AGAINST COPYRIGHT INFRINGEMENT
No copyright or intellectual property infringing activities are permitted by us through using the Services. We kindly remind you: please refer to our Copyright Policy formulated pursuant to the Digital Millennium Copyright Act ("DMCA") for notifications of infringement.
You have responsibilities and liabilities for the Content you produce and the end-users of such content. Furthermore, you have additional obligations as a Service Provider under the DMCA when you act as a Service Provider.
OUR REWARD PROGRAM
As part of our Services, reward programs might be offered. If we offer Rewards credits, they will expire as set forth herein.
No activities listed below are permitted including: using, copying, reproducing, republishing, uploading, displaying, posting, transmitting, distributing, or licensing any Materials or content on the Services without authorization issued by us.
THE SICLOUD MARTKETPLACE
For third-party and proprietary Apps, we will offer them access to our online marketplace.
We disclaim warranties and conditions to the extent permitted by law.
LIMIATION OF LIABILITIES
Our liability is limited to the extent permitted by law.
Any questions regarding these Terms may be sent to [email protected] or as otherwise set forth in these Terms.
Violations of these Terms or of any of our policies should be sent to [email protected] (Customers will be copied on all reports).
Other Legal and Law Enforcement Inquiries: [email protected]
For Customer Service or Support questions: [email protected]
FULL TERMS OF SERVICE
The summaries above are offered to you for convenience only and appear in bold next to each section, but these summaries are not legally binding. Please read the full version of our Terms of Service, including any documents referred to in these Terms of Service, for a full and thorough understanding of your legal requirements.
By using the Services, you represent and warrant that you are of eligible age under the laws of your jurisdiction and/or lawfully able to enter into a legal agreement. If you are not legally eligible to enter into a legal agreement as stated above, you may not use the Services at any time or in any manner, or submit any information to SICloud or the Services.
If you are entering into these Terms on behalf of a business entity or organization, it means you represent and warrant that you have the legal authority and capacity to bind such business entity or organization. If you are not authorized by such entity or organization nor deemed by law to have such authority, any arising personal liabilities will be assumed by you solely.
(a) These Terms. By updating Terms on the Site and by providing a notice on the Services, SICloud can change, update, add or remove provisions of these Terms at any time. Your express consent will be asked by us to the updated Terms where we are legally required to do so, and we will explain how you can accept or reject the changes in our notices. If you do not agree with any of the updated Terms, you must immediately stop using the Services. Unless otherwise required by law, the updated Terms are effective as of the day of posting.
(b) The Services. At any time, any changes to the services may made by SICloud without notice to you. If you disagree with any changes to the Services, your sole recourse will be to stop using the Services. If you continue using the Services after any changes to it are posted, you are deemed to have showed your acknowledgement of such changes and satisfaction with the Services after modified. Furthermore, We reserve the right to cease providing the Services, or any component of it, at any time without notice to you. We will not be liable to you or any third party when we exercise our right of modifying or stopping providing the Services.
(c) Paid subscriptions. Please note that if you are under subscription services with payment , we will also notify you of such changes as contemplated in Section 3(a) above, if in the event we change the price for the services at which you have previously agreed to pay or if we substantially change the content of the services you are currently paying for. After your then-current subscription expires or terminates, the new price or any changes of the services will be comes into effect. If you do not agree with such changes and you communicate this to us upon receiving the notification, we will not automatically renew your subscription to its modified new version even if you previously agreed to automatic renewal for payment.
(e) Executed Contract(s). If You have separately signed an agreement for services with SICloud (collectively and individually referred to as: "Contract"), such Contract shall supersede these Terms. In the event of any conflict between these Terms and the Contract, the Contract will govern. In cases where the Contract does not mention or address specific provisions included in these Terms, these Terms will automatically apply and supplement the Contract.
(a) Visitors. Visitors will not have full access to the Services without first becoming "Registered Users.", but visitors may still browse the Site in accordance with these Terms.
(b) Registered Users and Accounts. You will be required to become a Registered User before accessing certain features of the Services. A "Registered User" is a User who has registered an account on the Site (your "Account"). As a Registered User you can choose what information you want to show or make public. By registering as a User, you are allowed to use the Services under these Terms, the laws of the United States of America, your place of residence or any other applicable jurisdiction.
(c) Registration Data. when registering for the Services, you agree to (i) provide true, accurate, current and complete information about yourself as noticed and prompted by the Services' registration form (the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree that all communications between Us and all notices from us will be sent to the email address You provide while registering. If you provide any information that is false, inaccurate, dated or incomplete, or SICloud has reasonable grounds to suspect that such information is false, inaccurate, dated or incomplete, SICloud reserves the right to suspend or terminate your Account and refuse any current or future use of the Services (or any portion thereof). You can only have one Account at any given time. You warrant not to create an Account using a false identity or information. You agree not to register an Account on behalf of an individual other than Yourself, or register for an Account on behalf of any group or entity to bind such person, group, organization, or entity to these Terms without authorization. By registering on behalf of another person, group, organization, or entity you hereby represent that you are authorized to do so. If you have been previously removed by SICloud or if you have been previously banned from any of the SICloud properties, you shall not create an Account or use the Services,
(d) Account Management. You will choose your login (email) and password when you register for the Services,. You may only use the Services or modify Your Content and data through entering such login and password correctly. You are fully responsible for maintaining the confidentiality and of Your password and for any activities using Your credentials and/or under your Account. SICloud reserves the right to verify the account and/or any information provided. If any unauthorized use of Your Account or any other breach of security known to (or reasonably suspected by) You, you agree to immediately notify Us of by contacting [email protected] At its sole discretion, SICloud shall be entitled to monitor your username and password and require you to change it. If a username and password you are using is considered insecure or inappropriate, SICloud will be entitled to require you to change it and/or suspend or terminate your Account. SICloud reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to: claims by a third party that a username violates the its rights. You are also responsible to make sure that Our domain(s) (including "sicloud.hk" "silicloud.com") are not included in or affected by any spam block list used by You or Your mail provider. All necessary security configuration and management tasks shall be performed by you (1) for Your site(s) and all domains, web pages or IP addresses which You are hosting through the Services, and (2) to protect Your Content (defined below) and data, including that of Your customers and/or end-users hosted through the Services. It is also your responsibilities to manage the updates and security patches, any application software or utilities installed, any files accessible via Your site(s), and the configuration of any SICloud-provided security utilities.
At the first time You register for the Services, You can select one service plan you want to subscribe from the list of available Services the service plan(s) (each a "Subscription"). All Subscriptions to Services must be formally accepted and confirmed by SICloud. Your Subscription to the Services will be considered accepted by SICloud when SICloud delivers a confirmation of the Subscription to You. SICloud reserves the right to refuse to provide You with any Service for any reason. Notwithstanding Our Uptime Guarantee, SICloud also reserves the right to cease the access to the Services for the purposes of performing regular and emergency maintenance as needed. By agreeing to pay the then-current fees for additional Services, you may order additional Services at any time. All additional services shall be considered "Services" hereunder. All Services provided are subject to its availability and to these Terms.
Once you agree to abide by these Terms, you may use the Services. These Terms are applicable to all Users of the Service, including Visitors and Registered Users. The Services are licensed, not sold, to you.
(a) Grant of a Limited License. The Services are protected by copyright laws throughout the world and shall not be infringed. Subject to your agreement, and continuing compliance with these Terms, and any other relevant SICloud policies, SICloud grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to use the Services and/or download, and use a copy of any Apps on any devices you own or control and to run such copy solely for your own internal business or individual purposes. You agree not to use the Services for any other purpose especially unlawful purposes.
(b) Restrictions. You shall not: (i) remove or modify any copyright, trademark or other proprietary notices from any portion of the Services; (ii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iii) reproduce, modify, prepare derivative works based upon the services, or distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by SICloud; (iv) link to, mirror or frame any portion of the Services except as expressly permitted by SICloud; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
(a) Subscriptions. Your Subscription or commencement of the Services begins upon the sending of confirmation to You and receipt of lawful funds, whichever comes earlier. The Subscription initial term's length is chosen by You and shall be indicated when You subscribe to Our Services. You may not terminate the Subscription during its initial term and any renewals thereof) except in the event of a breach by SICloud. After the Initial Term, the Subscription will automatically renew for successive terms. The length of a renewed successive term equals to that of the Initial Term, unless terminated or canceled by either party as provided herein.
(b) Pricing. Subject to Section 3(c), SICloud reserves the right to modify prices for paid Subscriptions at any time and does not provide price protection or refunds in any event of promotions or price decreases. After your then-current Subscription expires or terminates, any pricing changes will comes into effect. You understand that: if We agree to provide Services to You in the future after your Subscription terminates for any reason, the amount You paid previously is not determinative of the amount You will pay as a prerequisite of the Services in the future. We suggest you check Our Site periodically if You wish to take advantage of plan or price changes which may have occurred. SICloud does not automatically update Your Subscription plan. All upgrades or downgrades will be performed at Your request and may include modification of Fees (defined in Section 7(a)) or require reinitiating service with Us.
(c) AUTOMATIC RENEWAL TERMS: To assure continuity of the Services we provide to you, each paid Subscription contains automatic renewal terms. SICloud will automatically renew your paid Subscription on the basis of the Subscription period you choose (a/the "Subscription Term"), on the anniversary of that date that SICloud first charges your Account for the first Subscription fee, and, as previously authorized by you during the Subscription choose and sign-up process, SICloud will charge your Account with the applicable Subscription fee and any sales or similar taxes that may be imposed on your Subscription fee payment (unless you cancel prior to the anniversary date). The length of each Subscription renewal period is the same as the prior one, unless otherwise agreed between you and SICloud. IF YOU CANCEL YOUR SUBSCRIPTION, YOUR ACCESS TO AND USE OF THE SERVICES WILL BE CLOSED ONCE YOUR THEN CURRENT SUBSCRIPTION TERM EXPIRES.
SICloud reserves the right to update pricing at any time (but we will not change the price in effect for your then-current Subscription Term), with notifying you in advance. After receiving notice of a price change, if you have not cancelled your Subscription or turned off the auto-renew option within specified time limit, your Subscription will be automatically renewed at the price indicated in the notice we send.
(d) CANCELLATION TERMS: YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME, AND SUCH CANCELLATION WILL COMES INTO EFFECT UPON EXPIRATION OF YOUR THEN-CURRENT SUBSCRIPTION TERM. You agree and understand that until the expiration of your then-current Subscription Term you will not be charged, but once the charge is made, the SUBSCRIPTION FEES IS NOT REFUNDABLE, IN WHOLE OR IN PART, SUBJECT TO APPLICABLE LAW. You will not be eligible for a proportional refund of any portion of the Subscription fees paid for any unused days of the then-current Subscription Term. If you have any problems or concerns with your cancellation please contact us at [email protected] for assistance.
(a) If you purchase any Services that we offer with fee charged, either on a one-time or on a Subscription basis (collectively "Fees"), you are deemed to acknowledge and agree to SICloud's use of third-party' services for billing and processing online payments (see below). Applicable Fees for the Services (including but not limited to fees for Subscriptions on a periodical basis) should be paid by you at their due dates, plus all related taxes, and all the collection costs and interest for any overdue amounts. Unless separately negotiated by You and Us, and separately confirmed by written agreement, the initial and recurring Fees for the Services selected by You shall be as provided in the initial on-line order form. All fees charged are non-refundable. Unless otherwise express by Us, we may invoice Fees for Services in advance. Suspension or termination of Services may happen as a result of failure to make payment of Fees for Services when due.
(b) Services are billed on an auto-renewal and recurring basis automatically unless you cancel the subscription in advance in accordance with SICloud's cancellation policy as provided in this Agreement. You are obliged to pay fees until the Subscription Term (defined in Section 6(c)). Kindly remind you our Subscriptions may be subject to usage limits. You agree and understand that we may verify the actual use condition of the Service periodically. If during our routine verification process, we determine that Usage used exceeds the current amount of limited usage purchased, we reserve the right to invoice you for the additional use. Before invoice you we may contact you to discuss your current plan and other options available to you. You can agree to upgrade to a higher usage plan when it is necessary.
(c) You must select a payment method when registering for our Service. You expressly authorize SICloud to charge at regular intervals subject to Your particular Subscription by providing us with your payment information. SICloud reserves the right to assign a third party to process all payments issues. Such third party may impose additional terms and conditions regarding payment processing on you. If You do not pay all Fees when due, Your account will be deemed past due. For any past due Fees, on a monthly basis, SICloud reserves the right to charge You interest at one and one-half percent (1.5%) of the unpaid amount or the highest rate allowed by applicable law, whichever is lower, until all fees past-due are paid.
(d) You agree to pay any and all taxes, including but not limited to personal property, value added, or sales taxes, resulting from Your use of the Services. SICloud is not responsible for any fees charged by bank incurred by Your use of bank services. If SICloud receive less than full payment of the Fees due to taxes, bank charges, transfer fees, or the like, SICloud will invoice You for the difference between payment received and the Fees due. All attorney and collection fees arising from SICloud's efforts to collect any past-due Fees should be paid by you.
(e) If you cancel any Service before the expiration date of the pre-paid Fees, You understand and agree that SICloud, may not issue You any refund, including but not limited to any remaining pre-paid Fees, set up Fees, and/or special programming Fees at its sole discretion. Any refunds, if any, will be refunded to the original method of payment only.
(f) If you do not pay on time or if SICloud cannot charge with the payment method you provided for any reason, SICloud may either suspend or terminate your Subscription, access to the Services, and/or your Account.
(g) Coupons and Discount Codes. We offer coupons or other discounts which may be used when signing up for Services with Us. Coupons and discount codes are for initial sign-up customers of SICloud only and must be used at the time of Your initial purchase with Us – they may not be applied after the start of the Services. Unless expressly provided, such coupons and discount codes may not be used on any upgrades to Your account. Any account We deem to have attempted to use unauthorized coupon or discount code may be subject to Termination for Cause (see Section 9).
Our users can earn service credits and rewards ("Rewards") on their Accounts through our referral program. Please refer to our Referral Program Terms from time to time as these may be amended periodically before participating in our such program. The Referral Program Terms are hereby incorporated by reference.
(a) In its sole discretion, SICloud may terminate your Subscription at any time for any reason or no reason ("Termination without Cause"). In such case, SICloud will provide You with thirty (30) days written notice before the termination of Services. If SICloud cancels your Subscription pursuant to any of the terms listed in these Terms, with the exception of Termination without Cause, SICloud will not refund to You any fees paid or prepaid in advance of such cancellation and before the effectiveness of such cancellation, you are still obligated to pay all fees and charges accrued. In the event that SICloud terminates the Agreement for any cause, all prepaid Fees will be forfeited and are not refundable. The termination of your Subscription does not waive Your obligation to pay any Fees accrued and payable to SICloud before the termination of your Subscription comes into effect.
(b) In addition to SICloud's right to terminate your Subscription provided elsewhere in these Terms, SICloud may terminate your effective Subscription based on SICloud's sole judgment, when it determines that You or any of Your end-users: (i) have breached the Acceptable Use Policy ("AUP") or Anti-Spam Policy, (ii) have conducted any infringement or violation of any intellectual property right or privacy or publicity right of a third party, (iii) have not complied with any applicable law, statute or regulation, or (iv) have uploaded, published or spread any information in forms of images, text, graphics, code or video, etc. which SICloud considers illegal or inappropriate in its discretion, or (v) have breached these Terms. No any parts of these Terms is intended to, or shall, impose any duty or obligation upon SICloud to monitor or review Your Content (defined in Section 12) or the content of Your end-users for its integrity at any time. You remain solely responsible for Your Content, and any liability generated therefrom.
(c) The termination of your Subscription will discontinue Your access to the Services and Your license to the Materials. SICloud will not be liable to You or to any third party for the termination of the Services permitted under these Terms. SICloud reserves the right to store the copies of Your data files and records for archival purposes upon termination of your Subscription, but it is not obliged to do so. SICloud reserves the right to impose an early termination fee for all Services terminated prior to the last day of the billing cycle.
(d) If either party cancels or terminates your Subscription for any reason, You shall be in solely responsibility of making all necessary arrangements for securing a replacement service provider and timely transfer all data on our Site to the new service provider.
(e) SICloud hold no liability to you for any suspension or termination, including for erasion of Content. All provisions of the Terms shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. You may delete/close your Account by using the feature provided in the Services or, in the alternative, by emailing us at [email protected] We will start to delete/close your Account and send you an email confirmation.
To use our Services, you agree to and warrant that at all time you will comply a with our Acceptable Use Policy ("AUP") and our Anti-Spam Policy ("Policies") even these may be amended from time to time, which govern and stipulate prohibited and/or acceptable practices relating to the use of our Services, including but not limited to limitations on User Content, prohibited activities, system abuse and security. If you do disagree with our Policies, you must stop using our Service. The Policies are hereby incorporated by reference.
Copyright-infringing activities or infringement of intellectual property rights on the Services is prohibited, and in accordance with the safe-harbor provisions provided by the Digital Millennium Copyright Act of 1998 ("DMCA"), SICloud will remove User Content if properly notified that such User Content constitutes infringement on another's intellectual property rights (please refer to our Copyright Policy). SICloud thereby reserves the right to remove User Content without prior notice.
(a) You are responsible for the any kind of information including but not limited to text, opinions, messages, comments, audio visual works, motion pictures, photographs, animation, videos, graphics, sounds, music, software, Apps You or your end-users submit, upload, post, host, store, or otherwise make available ("Make Available") on or through the Services (collectively referred to as "Your Content," "Content" or "User Content"). You may not Make Available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such right, and the burden of determining whether any such right protects any material is on you. You shall be solely held liable for any damage due to any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Content that you make available. As between You and Us, you are the owner of your User Content and therefore have full responsibility for all User Content you make available, including if it is legal, appropriate and true while using the Services. You hereby grant to SICloud a perpetual, irrevocable, royalty-free, fully paid-up, worldwide and non-exclusive license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and otherwise use and make profit out of the User Content in any way that SICloud deems appropriate, without any further prior consent, notice and/or compensation to you or to any third parties, for purposes of providing the Services to you.
(b) SICloud will not proactively monitor Content being hosted by SICloud, although SICloud, at its sole discretion, may monitor its network elect to electronically and may disclose any content or records concerning Your Account as necessary to satisfy the need of any law, regulation, or other governmental request or to properly operate Our network for the interest of any of Our customers. A violation of a third-party right or of the AUP will be investigated by us. SICloud will assist in actions attempting to minimize Internet abuse and reserves the right to institute "filters" or other mechanisms for such purpose. SICloud will cooperate with law enforcement authorities and reserves the right to notify such authorities if it suspects that You or any of Your end-users are involved in suspicious activities. Nothing contained in this Section, or anywhere in these Terms, is intended to endow any rights on any third party, and therefore no third parties is entitled to enforce any terms of these Terms between us, the parties.
(c) You acknowledge and expressly agree that SICloud will not be liable to You or any of Your end-users for any action SICloud takes to remove or limit access to the Services for any violation of the AUP, or exerting its rights as a Good Samaritan under the Telecommunications Act of 1996 (47 U.S.C. § 230(d)) or under the DMCA.
(d) SICloud may, at its sole discretion, immediately terminate Your Account and stop your access to the Services if Your conduct violates our Policies (See Section 10), or if any of Your end-users' or downstream customers' conduct exists any violation of such Policies. We respect the intellectual property rights of all parties and have adopted a policy regarding termination of repeat copyright infringers under the DMCA (See Section 11).
(e) Child Pornography. Any child pornographyor any potential harm to minors using our Services is strictly prohibited. Content that is or may be perceived to be child pornography will be immediately removed from public access with a notification sent by Us. Additionally, SICloud reserves the right to suspend or terminate any Account whose website(s) hosts or links to child pornography immediately and without any prior notice. If the account is a SICloud reseller account, the account will be suspended, and the reseller will be instructed to the termination process of the responsible account. You consent to assist in any such efforts. Content or any actions attempting to solicit, lure or entice minors into sexual activity or unlawful behavior is also strictly prohibited, and will be treated the same as, child pornography, in accordance with applicable law. You agree to assist SICloud in any efforts to investigate, disable or remove such Content originating from Your end-users. Pursuant to the federal law, SICloud will cooperate with law enforcement authorities and will notify such authorities if it suspects that You or any of Your downstream customers or end-users are involved in any such illegal activities.
To comply with the reporting requirements of 18 U.S.C. § 2258A, any actual knowledge of apparent violations of 18 U.S.C §§ 2251, 2251A, 2252, 2252A, 2252B, 2260, or 1466A will be reported to the CyberTipline (www.cybertipline.com). If You suspect any instances of child pornography appearing on sites hosted or managed by SICloud, We encourage You to report such information to Our abuse address at [email protected], and please include in your email the file name and/or URL (or other location on the Customer's site), victim (if known), date of birth, date of production, and any other information about the suspect image(s) if you have any. Do not send the image(s) in question. Alternately, You may also use the CyberTipline to report suspected child pornography. Reports involving sites not hosted by SICloud should be directed to law enforcement or to a cooperating child pornography organization such as: https://www.asacp.org/index.php?content=report.
(f) Content appropriate for Minors and Section 230 Notice: You acknowledge Your responsibility to prevent minors under Your care from gaining access to harmful or inappropriate material on Your site and services. You agree not to allow minors to view any such materials and agree to take responsible measures to prevent them from committing such conducts. Many commercial online safety filters are available which to help limit minors' access to harmful or inappropriate online content. Pursuant to 47 U.S.C. §230(d), you are hereby notified that you can research such services at websites such as www.asacp.org. Please note that no representation or warranty is made by Us regarding any of the products or services on our sites and user conduct are all appropriate due diligence before purchasing or installing any online filter. You agree to take necessary steps to prevent minors from viewing these kind of materials if Your computer is possibly accessed by a minor. Finally, You agree that if You are a parent or guardian of a minor child, it is Your responsibility, not Ours, to keep any age-restricted content on Our Site from being showed or approached by Your children or wards.
(g)Under the Communications Decency Act ("CDA"), 47 U.S.C. § 230(c)(1), and court decisions interpreting the scope of the CDA, You acknowledge and understand that SICloud operates as the provider of an interactive computer service. Thus, We are waived from, and will not be held responsible for, any claims arising from the publication of Your Content (including third-party content published on Your web site(s)). Such content is not produced by us, and We are not responsible for the publication of remarks or communications of You or third-parties that may arguably rise to the level of being actionable under federal or state laws including, but not limited to, the publication of material that might be considered defamatory, or violative of privacy or publicity rights. Please note that, federal law allows SICloud to remove any content found to be offensive, defamatory, obscene or otherwise violative of Our policies, without impairing Our immunity status as an interactive computer service. Nothing contained in this Section is intended to limit or change the immunity from claims provided by Section 230 of the Communications Decency Act. In the events that any court finds that any third-party communication or third-party content hosted by us falls outside of the realm of the immunity provided by the CDA, this shall not be deemed to be a waiver of any legal protections provided by Section 230 for any and all other content posted on our Site or hosted via our Services.
12.2 Specific Requirements for Service Providers and User-Generated Content Subscribers.
(a) If You use Our Services in a way allowing Your end-users or customers to control or upload content to Internet space assigned to You by Us, You shall be deemed to be acting as a "Service Provider" regarding such services and/or customers. Service Providers include but are not limited to customers which:(i) resell bandwidth as hosts to third parties; (ii) operate and manage user-generated content sites such as forums, "tube" sites, review sites, and online classified advertising sites; (iii) operate searching engines; or (iv) operate peer-to-peer file sharing networks. Customers acting as a Service Provider for third-party users shall comply with the following provisions:
You shall notify Us of all domains, web pages or IP addresses for which You are acting as a Service Provider.
You shall comply with 17 U.S.C. §512 of the DMCA by properly designating an agent to receive copyright infringement notices, and You shall set a link on any home page of which You are a Service Provider to a DMCA Notice and Takedown Policy, identifying the website's designated agent and associated contact information. "Service Providers" within the meaning of 17 U.S.C. § 512(k)(1) require that any DMCA Notices relating to alleged infringement of a SICloud Service Provider Customer shall be submitted directly to the DMCA Agent designated by such Customer.
A current link to Your DMCA Notice and Takedown Policy and further advise Us of any changes to Your Designated Agent contact information shall be provided to Us. This shall be a continuing obligation as long as You are still using Our Services.
Under our policy we will provide any infringement notices we receives relating to Service Provider subscribers directly to the subscriber's Designated DMCA Agent, and to further notify any copyright claimants of the identity and contact information for such Agent. Failure to maintain compliance with this section shall constitute a material breach of these Terms.
(b) To comply with Our DMCA policies and obligations set forth above, You understand, and expressly allow Us to access and subsequently disable public access to any files or data existing on the server, disk, partition, or other data space under Your control when such files or data, in Our discretion: (i) have been identified in a substantially-compliant DMCA notice under 17 U.S.C. § 512; or (ii) when We are aware of such files or data are infringing on the copyrights or other intellectual property rights of third parties. Given that Our customers may employ various methods of securing files in conjunction with Our Services, and for a purpose of avoiding material disruption of Our customers' Services, You cosent that You will provide Us with Your preferred procedure for disabling access to material identified inappropriate under this provision. If We sent You a substantially-compliant DMCA Notice and which concerns content under Your control, You have obligations under these Terms to immediately disable or remove access to such content. Irrespective of the above, We reserve the right to disable or remove access to such content in Our solely discretion, and without claim of damage or injury by You. While We will attempt to simply disable access to such Content without fully earsing it, or suspending all services to your Account, We make no warranties concerning harm or impairment to the Content, and reserve the right to take any necessary actions to limit or disable access to the identified material, including suspension or termination of Services. In Your best interest, you are suggested to timely respond to any DMCA Notices You may receive. Should You or Your web site's users believe that such DMCA Notice was erroneously or improperly sent, You still need to follow the Counter-Notification procedure set forth in our Copyright Policy, and wait the required period of time, before We allow reopen public access to the content.
(c) Neither this Section as whole, nor any part of these Terms, constitutes legal or professional advice regarding any matter mentioned. If there is any arising questions, You are responsible for obtaining your own professional legal advice regarding compliance with any and all applicable laws or regulations.
12.3 Content that you Make Available to the public.
(a) In addition to the license granted in Section 12.1(a), others can be authorized by you to the User Content that you publicly share or Make Available through the Service.
(b) You may delete, or request deletion of your User Content at any time, unless you have shared such User Content with others and such content is posted by them, or it was copied or stored by other Users. Any User Content you submit or transferred is at your own risk of loss.
(d) We may modify your User Content for the purposes of transmitting, displaying or distributing them in various media and/or make changes to the User Content when it is necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.
(e) If you use any "rating" feature of the Services, as applicable, and/or if you send or transmit any similar information to SICloud in any form (collectively, "Feedback"), suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be deemed as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and SICloud is free to use or exert, without any compensation to you, any ratings submitted within the Services, and any contents and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and consent that SICloud may use any of this Feedback in aggregated or non-aggregated from, however SICloud is not obligated to use, display, reproduce, or distribute any contents contained in the Feedback, and you have no right to compel us to do so.
(f) Forums and messaging. SICloud may offer various forums where you can post your ideas and opinions on designated topics. By offering this feature, SICloud is merely acting as an intermediary and is therefore shall not be liable for such communications. Please note that ideas you post and information you share is public to other users and SICloud cannot guarantee that other Users will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep in confidentiality and/or don't want others to use, or that is subject to third-party rights that may be infringed by your sharing it, do not post it on the public forums of the Services. Please refer to Section 11 and our Copyright Policy for detail information regarding how we treat infringing content. SICloud IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY sicloud.hk/silicloud.com MUNITY FORUMS.
(a) Third-Party Services. You may in Your sole discretion elect to use third-party products and/or services (collectively, "Third-Party Services", offered by one or more "Third Party") in connection with the SICloud Services such as through the SICloud Marketplace (see Section 14), and SICloud may in its sole discretion assist you in Your use of such Third-Party Services in connection with the SICloud Services. You acknowledge and agree as follows: (i) You are solely responsible for purchasing or licensing Third-Party Services as may be required by any such third party; (ii) You shall comply with any applicable terms governing such Third-Party Services, which are in addition to this Agreement; (iii) You shall pay all fees charged by such third party for such Third-Party Services, and recognize that the terms governing such fees (including any price adjustments) are not necessarily in SICloud's control, even if payment is facilitated through the SICloud Services; (iv) regardless of SICloud's assistance, You are solely responsible for installing and maintaining any Third-Party Services at Your expense; and (v) SICloud SHALL NOT BE LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES, and any assistance provided by SICloud in connection with such Third-Party Services shall not change Your responsibility or Our liability disclaimer under this section.
You agree and understand that you, and not SICloud, are solely responsible for your compliance with the licensing terms of any Third-Party Services or products that are made available to you within the SICloud Services. If SICloud notifies you of any reporting or compliance obligations to the Third-Party provider, you are obliged to report your own usage and comply with any licensing terms. SICloud will not and does not monitor or regulate your compliance. Notwithstanding the foregoing, if any such Third-Party provider finds you (or any of SICloud's customers) non-compliant with the Third Party's agreement or obligations, SICloud reserves the right to terminate the Services or Account of the non-compliant customer, without sending any advance notice. You agree and understand that SICloud may and will share all available Customer data with the applicable Third Party if contractually obligated.
(c) Bring Your Own License. Bring Your Own License ("BYOL") is the process when you your previously purchased licenses to run on our cloud ("SICloud Cloud"). Our deployment model has options to meet platform licensing needs, i.e., you can use licenses provided by us or you. When you BYOL, any licensing costs of the product you bring is removed from the price in this senario, and you are solely responsible for managing your licenses.
SICloud is a Microsoft Authorized Mobility Partner (AMP) and participates in Microsoft Software Assurance program. The License Mobility program is part of Microsoft Software Assurance and allows you to bring specific Microsoft product licenses to a new cloud infrastructure. Please visit the Microsoft Product Terms at http://www.microsoft.com/licensing/about-licensing/product-licensing.aspx to view a full list of eligible products.
Before using License Mobility through Microsoft Software Assurance you are required to complete the license verification process. Once completed, Microsoft will validate that you have eligible licenses with active Software Assurance.
To know more about and start the verification process, please go to: https://www.microsoft.com/en-us/licensing/licensing-programs/software-assurance-license-mobility.aspx.
Please be aware that in every instance, now or at a future time, verification must be completed within ten (10) days of deploying eligible Microsoft Server Application Instances. Upon successfully completing and submitting the verification process, Microsoft will provide a confirmation to you and to SICloud.
Eligible Microsoft server applications can be apply to the SICloud Cloud using existing active licenses through the Software Assurance program. You may move your existing work environments more flexibly to the SICloud Cloud, without any additional Microsoft software licensing fees. This licensing feature is available to Microsoft Volume Licensing customers with eligible server applications covered by active Microsoft Software Assurance (SA) contracts. For further guidance and details, please review the License Mobility & Software Assurance guidelines at Microsoft License Mobility. Your acceptance of these terms is your acknowledgment of the requirements to complete the Microsoft License mobility verification.
As part of our Services we may offer access to our online marketplace (the "SICloud Marketplace") for third-party and proprietary cloud and downloadable software applications, plugins and extensions (the "Apps") that are designed to interoperate with our Services, software and cloud offerings. Please refer to our App Marketplace Terms before downloading or using Apps from our SICloud Marketplace since these may be adapated from time to time. The App Marketplace Terms are hereby incorporated by reference.
(a) The Services and all proprietary and intellectual propertyincluding the look-and-feel of the Site, are and shall remain SICloud's property (or the property of SICloud's licensors). Neither these Terms nor your use of the Services conveys or grants to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner SICloud's company names, logos, product and service names, trademarks or services marks or those of SICloud's licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically and you must stop using the Services and immediately deleted or erase any Materials downloaded or printed from the Service.
(b) All Services provided by SICloud shall only be used for lawful purposes.
(c) As between You and SICloud, SICloud acknowledges that it claims no proprietary rights in or to Your Content. You hereby grant to SICloud a non-exclusive, worldwide and royalty-free license to copy, make derivative works, display, perform, use, broadcast and transmit on and via the Internet Your Content, solely for your interest and to enable SICloud to perform its obligations under these Terms.
(d) At the sole discretion of SICloud, SICloud may(but is not obligated to) provide You with certain Materials including, without limitation, computer software (in object code or source code form), data, documentation or information developed or provided by SICloud or its suppliers under these Terms, domain names, electronic mail addresses and other network addresses assigned to You, and other know-how, methodologies, equipment, and processes used by SICloud to provide You with the Services. Subject to these Terms, SICloud hereby grants You a limited, revocable, non-transferable, non-exclusive license to use the Materials solely in connection with the Services. This license terminates automatically when these Terms terminate. As between You and SICloud, You acknowledge and agree that SICloud owns all right, title, and interest or otherwise has acquired all applicable licenses for the Materials, and all copyright, trade secret, patent, trademark and other intellectual property rights therein. Any unlicensed use of the Materials after termination of these Terms is strictly prohibited and unlawful. You agree that You will not upload, transmit, reproduce, distribute or in any way any Materials obtained through the Services without first express written permission from SICloud.
(e) If We are required to involve any attorney or other person in collecting any liquidated damages or any other amount of money from You, or if We are required to seek assistance from an Attorney to pursue injunctive relief against You, or if We are required to file an ICANN complaint against You in order to bring about the transfer of an offending URL to Us from You, then You additionally agree that You will reimburse Us for all fees incurred in order to conduct the above mentioned reliefs.
(f) You understand that even a nominal amount of damages may require the expenditure of extensive legal fees, travel expenses, costs, and other amounts to collect. You agree that You will pay all of these fees and costs.
16.1 Back ups & data loss. You acknowledge and agree that Your use of SICloud's Services is at Your own risk, and that SICloud is not liable for any data loss in connection with its Services. You are solely responsible for creating backups of Your Content. Although during Our own routine maintenance We do create a backup of Your Content which You later request Us to restore to Your account, We cannot guarantee that we will be able to do so, or that Your Content will be complete as a result of the initial data loss or the subsequent restore procedure. To that end, We highly recommend that You establish Your own backup routine and that You periodically test restoring files from Your backup media to ensure that You are making reliable backups. If you wish for SICloud to provide you with routine backup services, in addition to the Services provided under these Terms, please Contact Us. We offer many different backup solutions as an additional service to Our regular Services, and all such services are provided through a separate, written agreement.
16.2 Resource Usage. SICloud reserves the right to suspend services or terminate accounts if the account unduly burden system resources. We may put on a temporary block before permanently terminate your account
16.3 Security. Any violation and impairment of the security to the Services is prohibited and may produce criminal and civil liability. Unauthorized Access of the servers used to provide the Site, Services, and/or Materials (the "Servers") is strictly prohibited and is a violation of these Terms and the AUP. You agree not to involve in such activity or in such attempts. In the event You are involved in any violation of system security, We reserve the right to transfer information about You to system administrators at other sites for resolving security incidents, and We shall also assist in any law enforcement agency in investigating any violation or lwas or regulations. Additionally, any violation of these security provisions may, at Our sole discretion, be the reasons of Termination for Cause of Your Account as per these Terms.
16.4 Bandwidth usage. Your monthly bandwidth allowance is as provided in the specific package for which You sign up for. If Your account usage exceeds Your monthly allowance, we reserve the right to charge you overage fees.
As part of our Services, we may offer Virtual Private Servers that are configurable for compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH") (collectively, the "Configurable HIPAA Server"). You agree that at all times You shall comply with HIPAA and HITECH requirements, as applicable, including full compliance when configuring your Configurable HIPAA Server.
The steps You will need to take to comply with HIPAA and HITECH when using SICloud will vary based on the conditions of Your implementation. Whenentering contract with SICloud for this service, we will provide you with the applicable documentation, including a list of your obligations, and you agree and understand that you shall undergo an architectural review before you can deploy your HIPAA Server, and that you will execute an acknowledgement with SICloud to this effect.
The security of data on Your HIPAA Server or otherwise in Your possession is fully responsible by you. You agree to comply with all applicable laws and rules as to Your collection, security, and dissemination of any protected health information ("PHI") on Your HIPAA Server. If we believe that it is necessary based on Your implementation and we request it of You, then You shall promptly provide us with documentation proving Your compliance with HIPAA and HITECH. You also agree that You will use only HIPAA compliant service providers regarding the storage, or transmission of PHI. More information on the HIPAA rules can be found on the HHS website and it is Your responsibility to comply with these standards. As long as Your Account is active, You shall be responsible for managing, retaining and backing up any of Your data as SICloud does not have access to Customer Content stored within HIPAA Servers; nor do we provide backup services. Except for as required by applicable law or legal process or as otherwise agreed, SICloud shall not be responsible for keeping a HIPAA Server or Your Content after account termination or for archiving purposes. You acknowledge that, unless you instruct us otherwise, all Content will be securely earased by SICloud after the account is terminated, subject to these Terms. We provide certification of destruction if required.
SICloud provide You a Service Level Agreement ("SLA") guaranteeing certain availability of Our Services. To be eligible for any credits to Your account, You must follow the specific procedures set forth in the SLA for notifying Us of Your desire for attaining any credits. You acknowledge and agree that the failure to follow the procedure in the SLA within three (3) days of the triggering event will result in Your waiver of any right to receive credits. SLA credits expire one (1) year after issuance and are not redeemable for cash.
You are solely responsible for your connections with other Users of the Services and any other parties with whom you communicate through the Service. SICloud may limit the number of such connections and may, in certain circumstances, prohibit you from contacting other third parties through use of the Services or otherwise. SICloud reserves the right, but is not obliged to, to monitor or be involved in any disputes arising from these connections. You will fully cooperate with SICloud to investigate any suspicious unlawful, fraudulent or improper activities, including, but not limited to, granting SICloud access to any password-protected portions of your Account. SICloud reserves the right to limit, suspend, or terminate your account if SICloud determines, in our sole discretion, it is necessary or in our best interests by doing so.
If you have a dispute with one or more Users, you release SICloud (and our employees and any other related entities) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS, WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. SICloud EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, SICloud MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR MISTAKES FREE; NOR DOES SICloud MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. ANY STATEMENTS MADE REGARDING SUCH MATTERS IN PROMOTIONAL MATERIALS SHALL BE CONSIDERED COMMERCIAL REFERENCES, AND NOT WARRANTIES. YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR SOLELY DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
SICloud HAS NO CONTROL OVER THE CONTENT OF THIRD-PARTY SERVICES. USE OF ANY THIRD-PARTY SERVICES WILL BE AT YOUR OWN AND SOLE RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF A SEPARATE AGREEMENT BETWEEN YOU AND THE THIRD PARTY.
SICloud MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SICloud OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, WHETHER BY IMPLICATION, ESTOPPEL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY MARKETING OR PROMOTIONAL MATERIALS DESCRIBING THE SERVICES ON SICloud'S WEBSITE.
UNLESS OTHERWISE AGREED TO IN WRITING, SICloud DOES NOT MAKE A BACK-UP OF YOUR SITE(S) AS PART OF THE SERVICES. ACCORDINGLY, WE ENCOURAGE YOU TO MAKE A BACK-UP OF YOUR SITE(S) ON A REGULAR BASIS.
YOU ARE SOLELY RESPONSIBLE FOR CONTENT, THE OPERATION AND SECURITY OF YOUR ONLINE PORPERTIES AND/OR CONDUCT OF YOUR BUSINESS AND ALL OTHER MATTERS UNDER YOUR CONTROL. IN NO EVENT SHALL SICloud BE LIABLE TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO CONTENT, THE OPERATION OR SECURITY OF YOUR WEB-SITE AND/OR BUSINESS OR FAILURE TO OPERATE YOUR WEB SITE AND/OR BUSINESS.
THIS SECTION APPLIES TO ALL CLAIMS INITIATED BY YOU OR YOUR END-USERS IRRESPECTIVELY OF THE CAUSE OF ACTION UNDERLYING THE CLAIM, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, STRICT LIABILITY, FRAUD, AND/OR MISREPRESENTATION.
REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT WILL SICloud, ANY ANY OF OUR RELATED ENTITIES INCLUDING BUT NOT LIMITED TO OUR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, TECHNOLOGY, OR CONTENT AVAILABLE ON THE SERVICES ("AFFILIATES"), BE HELD LIABLE TO YOU IN ANY MANNER WHATSOEVER: (A) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICES; (B) FOR LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF REPUTATION, FOR BUSINESS INTERRUPTION OR SIMILAR ACTION, EVEN IF SICloud HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; or (D) FOR YOUR USE OF ANY THIRD-PARTY SERVICES.
THE TOTAL AGGREGATE AND MAXIMUM LIABILITY OF SICloud AND THE AFFILIATES, ARISING FROM OR OTHERWISE RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM) IS LIMITED TO ANY AMOUNTS YOU HAVE PAID TO SICloud DURING THE SIX (6) MONTHS PRIOR TO THE ACCRUAL OF THE CAUSE OR CAUSES OF ACTION.
If you are a California resident, you waive using California Civil Code § 1542, which says: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
You agree to defend, indemnify, and hold SICloud and its Affiliates immune and harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees incurred, related to or arising from (a) any breach of Your covenants under these Terms; (b) Your use of the Services; (c) any defamatory, libelous or unlawful material contained within User Content or Your information and data; (d) any claim or contention that Your Content, Your information and data, or Your use of any Third-Party Services infringes any third party's patent, copyright or other intellectual property rights or violates any third party's rights of privacy or publicity; (e) any third party's access or use of User Content or Your information and data; (f) any violation of the applicable Policies (see Sections 10 and 11). In the event of a claim under this section, SICloud shall be permitted to select legal counsel to provide a defense to such claim. SICloud reserves the right, at its own expense, to be involved in the defense of any matter otherwise subject to indemnification from You, but is not obliged to do so. You shall not settle any such claim or liability without the prior written consent of SICloud when we are interest related, which shall not be unreasonably withheld.
Please read this carefully if you are a resident of the United States of America. It affects your rights.
(a) Applicable Law. These Terms and any dispute that may arise between you and SICloud shall be governed by and construed in accordance with the Federal Arbitration Act, applicable federal law and the laws of the State of New Jersey, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against SICloud must be resolved exclusively by a state or federal court located in Palm Beach County, Florida, except as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in Palm Beach County, Florida for the purpose of litigating all such claims or disputes.
(b) Dispute Resolution. Before either party may seek arbitration as provided below, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and SICloud may attempt to resolve the claim or dispute informally by negotiation or in other ways. If you and SICloud do not settle within thirty (30) days after the Notice is received, either party may initiate an arbitration proceeding as provided below.
(c) Arbitration. You agree that SICloud may choose to resolve the dispute in a cost-effective manner through binding arbitration even including non-appearance-based arbitration. In the event SICloud chooses arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through the American Arbitration Association or another established alternative dispute resolution provider (collectively, "ADR") chosen by SICloud. The ADR provider and the parties must comply with the following rules: (i) at SICloud's option, the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) unless otherwise mutually agreed by the parties, the arbitration shall not involve any personal appearance by the parties or witnesses, in which case the location of the arbitration shall be Palm Beach County, Florida, and (iii) the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims under applicable worker's compensation law, unemployment insurance claims, intellectual property claims, actions for injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in Palm Beach County, Florida and conducted by a single arbitrator, knowledgeable in the subject matter of the dispute. Except as provided below, the party bringing the action shall be responsible for paying all costs for arbitration, including the arbitrator's fees. Each party shall bear its own attorneys' fees (except if the matter is for the collection of a debt owed, the prevailing party shall be awarded its attorneys' fees, all arbitration costs and arbitrator fees, in addition to all other applicable remedies). The arbitrator is not authorized to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of these Terms, and shall be bound by governing and applicable law. The arbitrator shall be willing to execute an oath of neutrality. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.
(d) Waiver of Jury Trial. YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between you and SICloud in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED.
You understand and acknowledge that the software elements of the Materials may be abided by regulation issued by agencies of the U.S. Government, including the U.S. Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. You will not assist or involve in any such violation of applicable U.S. laws and regulations. You warrant that You will not license or otherwise permit anyone who are prohibited to receive controlled commodities under applicable U.S. laws and regulations and that You will comply with such laws and regulations.
The software elements of the Materials have been developed at private expense and are "commercial computer software" or "restricted computer software" within the meaning of the FARs, the DFARs, and any other similar regulations relating to government acquisition of computer software. Nothing included herein will be considered to: (i) grant any government agency any license or other rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense, or (ii) limit any government rights in any extensions or custom solutions provided in these terms and developed at government expense.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Services are provided by SICLOUD CO., LIMITED. If you have a question or complaint regarding the Service, please contact SICloud's Customer Services at [email protected], Attention: Customer Service. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700 or online at https://www.dca.ca.gov/consumers/complaints/consumer.shtml.
The communications between you and SICloud use electronic including but not limited to your visit the SICloud Site, your emails to SICloud e-mails, or use the Services or you are reached by SICloud by posting notices on the Site or communicateing with you via e-mail. For contractual purposes, you (1) agree to receive communications from SICloud in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SICloud electronically provides to you meet any legal requirement need if such communications were in written form. The foregoing does not affect your statutory rights. Where SICloud requires that you provide an e-mail address; you are responsible for providing SICloud with your most frequently-used e-mail address. Under the circumstances that the last e-mail address you provided to SICloud is invalid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, SICloud's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Evidence of successful transmission shall be retained. Each of the parties agrees to the following for all electronic communications: (i) The user identification of a sender, included in an electronic communication, is legally sufficient to verify the sender's identity and the communication's authenticity; (ii) An electronic communication sent by You containing Your user identification establishes You as its originator and has the same effect as a document with Your written signature on it; and (iii) An electronic communication, or any computer printout of it, is valid evidence of the validity of the original document of the electronic communication.
Headings. Section and subsection headings of these Terms are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. SICloud shall not be held responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, public health emergencies, pandemics, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software for so long as such event continues to delay SICloud's performance.
If any questions arise during reading these Terms or you need to contact SICloud for any reason, you can reach us by mailing to SICLOUD CO., LIMITED, FLAT 6 11/F CHEUNG HING BUILDING 540-544 NATHAN ROAD YAU MA TEI KL HK, with a copy of your questions to [email protected]
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