CloudPress Terms of Service (ToS)

Last Updated: June 1, 2024

By clicking the acceptance checkbox during your signup process or using the CloudPress Services, you agree to these Terms of Service. If you do not accept these Terms, do not register for an Account, or purchase, access, or use the CloudPress Services in any way.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, INCLUDING THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 14 WHICH AFFECTS HOW DISPUTES ARE RESOLVED.

1. DEFINITIONS

1. "We"/"Us"/"Our"/"CloudPress LLC"/"CloudPress" means CloudPress LLC and/or any of its parents, subsidiaries and/or affiliates involved in providing the Services.
2. "You"/"Your"/"Yourself"/"Customer" means the person or organization which purchases, accesses, or uses the Services. If the person accepting this Agreement is doing so on behalf of an organization, all use of the words "You"/"Your"/"Yourself"/"Customer" in the Agreement will mean that organization.
3. "End Users" mean any person or organization that directly or indirectly through another Customer (i) accesses or uses any Customer Content, or (ii) otherwise accesses or uses the Services under your Account.
4. "Services" mean any services offered by CloudPress LLC including but not limited to hosting services, domain names, support, Beta Services, software, events, applications, and personnel.
5. "Beta Services" mean the features, functionality and tools in beta or pre-release phase made confidentially available by CloudPress.
6. "CloudPress Website" means cloudpress.com and my.cloudpress.com.
7. "Customer Websites" mean the websites and any other services or technologies created and managed by our Customers through our Services.
8. "Customer Content" means text, data, information, code, software, domain names, materials, designs, photos, images, media files, logos, or any other content transmitted, stored, or otherwise processed by or on behalf of Customer through the Services for the purpose of creating, managing, and operating your Customer Websites. Customer Websites also constitute Customer Content.
9. "Customer Feedback" mean questions, comments, suggestions, and ideas about CloudPress and our Services.
10. "Third-Party Services" mean third-party content, promotions, websites, applications, software, services, and resources that are not under our control.
11. "Terms" mean these Terms of Service.
12. "Agreement" means these Terms together with our Service Level Agreement ("SLA") and Data Processing Agreement ("DPA").
13. "Hosting Plan" means the subscription to one or more hosting Services.
14. "User Account" means the account created to use and access our Services.
15. "Account" means the combination of a Hosting Plan and a User Account.
16. "Account Owner" means the user who initially created the Hosting Plan.
17. "Account Information" means information about the user required to create an Account, such as the name, email address, phone number, and other optional information provided on a voluntary basis.
18. "Designated Email Address" means the email address you provide when you create your User Account.
19. "Fees" mean all required fees as determined by CloudPress in its sole discretion.
20. "Credits" mean service credits that you use to pay for the Services and may not be exchanged for cash or other forms of payment.
21. "Payment Information" means your name, credit card number, bank account number and/or other payment information used to pay for the Fees.
22. "Payment Processor" means the third-party payment processor to bill you and collect the Fees.
23. "Taxes" mean any duties, customs fees, taxes, and related penalties, fines, audits, interest, and back-payments relating to your purchase of the Services, including but not limited to national, state, or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST).
24. "Minor" means a person who has not yet reached the age of majority in its jurisdiction (usually 18 years of age).
25. "Prohibited Customer Content" means Customer Content that (i) infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, confidentiality, moral, or privacy right, or any other proprietary or intellectual property right; (ii) is defamatory, fraudulent, false, misleading, or deceptive; (iii) constitute, consist of, or enable spam, phishing attempts, "chain letters", "pyramid schemes", or other Malicious Activity; (iv) is pornographic, sexually obscene, sexually exploitative of children, or otherwise sexually explicit; or (v) promote terrorism, violence, discrimination, bigotry, racism, hatred, harassment, prostitution, human trafficking, or harm against any individual or group.
26. "Malicious Activity" means any of the following alone or in combination: (i) use, display, mirror, or frame the Services or any individual element within the Services; (ii) access or tamper with non-public areas of the Services; (iii) test the vulnerability of any CloudPress system or breach any security or authentication measures; (iv) circumvent any measure implemented by CloudPress or any third party to secure the Services; (v) copy, modify, decompile, disassemble, reverse engineer, tamper with, or attempt to derive the source code of any part of the Services; (vi) interrupt, damage, destroy, or limit the functionality of the Services; or (vii) host, upload, or in any way transmit malware, viruses, or any other malicious code or activity.
27. "Customer Test" means limited security and penetration testing of Customer Websites.
28. "Confidential Information" means information that is confidential, sensitive, or proprietary in nature.
29. "Discloser" means the party that may disclose or make available Confidential Information.
30. "Recipient" means the party that may receive Confidential Information.
31. "Recipient's Representatives" mean the Recipient's affiliates, employees, contractors, representatives, and authorized third parties (“Representatives”)
32. "CloudPress Indemnitees" mean CloudPress and each or our owners, officiers, directors, employees, agents, contractors, licensors, and affiliates.

2. INTRODUCTION

1. Entire Agreement. This is a binding legal Agreement between CloudPress and you, which is effective on the date Customer clicks the acceptance checkbox and completes the sign up process. The Agreement constitutes the entire understanding and agreement of the parties and supersedes all prior and contemporaneous understandings and agreements between the parties regarding its collective subject matter.
2. Your Authority. You represent, warrant, and agree that you have the full power and authority to enter into and perform under the Agreement and form a binding contract on behalf of yourself or on behalf of the person, organization, entity, or group that you represent.
3. Updates to the Terms. We may make changes to these Terms at any time at our discretion. We will provide email notice of any material changes to these Terms to the Account Owner. We may also post a notice of such changes on the CloudPress Website. Your continued use of our Services for more than 30 days following our email notification to the Account Owner will constitute your acceptance of our changes to these Terms. If you do not agree to any changes to these Terms, you may terminate your Account and the Agreement pursuant to Section 9 of these Terms.

3. ACCOUNT AND ELIGIBILITY

1. Hosting Plan and Account. Customer is required to subscribe a Hosting Plan, and all users of the Hosting Plan, regardless of the level of access or permission they are granted, must register a User Account and agree to be bound by these Terms.
2. Account Information. When registering a User Account, you are required to provide accurate Account Information. Account Information, and our use and disclosure thereof, is subject to our DPA. Account Information
3. Account Owners. The Account Owner may grant different levels of access and permission to other authorized users of the Hosting Plan. Only the Account Owner can (i) terminate a Hosting Plan or (ii) transfer control or ownership of the Hosting Plan to another user. If there is a dispute about the identity of the Account Owner or the ownership of an Account, we reserve the right to investigate and determine ownership of the Account, including the identity of the legitimate Account Owner, based on our reasonable judgment in accordance with applicable law.
4. End Users. For purposes of these Terms, the Account of your End Users are your Accounts, and the Terms are binding and applicable to your End Users. You are responsible for notifying your End Users of these Terms, including that these Terms are binding on them.
5. Account Notifications. You agree that the Designated Email Address shall be used for official notification purposes related to your Account and the Services. You agree to verify that email sent by CloudPress successfully reaches the inbox associated with your Designated Email Address and to update your Designated Email Address when necessary. In addition, you acknowledge that CloudPress may post official notifications related to your Account and the Services on the CloudPress Website. You agree that if you do not read email sent by CloudPress, regularly log into the CloudPress Website to read posted notifications, and take corresponding action, CloudPress' provision of the Services may be negatively impacted and any such impact will not be covered by the SLA.
6. Age Restrictions. You must be at least 13 years of age (or any higher minimum age in the jurisdiction where you reside) to access or use the Services. If you are at least 13 years of age (or any higher minimum age in the jurisdiction where you reside) but are a Minor, then please read these Terms with your parent or legal guardian. The parent or legal guardian of a Minor shall be bound by these Terms and responsible for all access and use of the Account or Services, including purchases, by the Minor.
7. Trade Sanctions. You are not eligible to use the Services or register for an Account if you are – and you may not use the Services for or on behalf of any person or organization (i) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, including, but not limited to, Iran, Syria, Cuba, North Korea, and the Crimea, Donetsk People's Republic (DNR), or Luhansk People's Republic (LNR) regions of Ukraine or (ii) subject to sanctions by the United States, European Union, United Kingdom, United Nations, or any other applicable government or international body.
8. Your Account Obligations. By using the Services or registering for an Account, you agree to (i) provide accurate, truthful, current, and complete information; (ii) maintain and promptly update your Account information upon any changes; (iii) maintain the security of your Account by protecting your password and restricting access to your Account; (iv) promptly notify CloudPress if you discover or otherwise suspect any security breaches or unauthorized access related to your Account or the Services; (v) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account; and (vi) not open multiple Accounts in order to bypass any restrictions or overage charges set forth by CloudPress.

4. FEES, AUTOMATIC RENEWAL AND PAYMENT

1. Your Obligation to Pay Fees. Customer shall timely pay the Fees by a valid payment method. CloudPress may terminate or suspend your Account for failure to timely pay Fees, disputed charges, or chargebacks. If you use the Services for or on behalf of your own third-party customers to design, build, or manage Customer Websites, you remain fully responsible for all payments of Fees in connection with those Services, even if your own customers fail to make payment to you. In case of termination under this subsection, we reserve the right to delete your data, records, and content from the Service, without liability of any kind, and without notice to you. In such case, you acknowledge and agree that such data, records, and content may no longer be recovered from our systems.
2. Payment Information. To pay for the Fees, you need to provide Payment Information. You agree to provide current, complete, and accurate Payment Information, and must promptly update all such information in the event of changes (such as a change in credit card expiration date). Changes to such information can be made in your Account. You must promptly notify your bank or financial institution if your payment method is canceled (e.g., for loss or theft) or otherwise inoperable.
3. Payment Processor. By entering into these Terms and using the Services, you agree to pay us through the Payment Processor, and you hereby authorize us and the Payment Processor to charge all Fees (including all applicable Taxes) to your Payment Information. Further, you agree to be billed on a recurring basis and to be automatically charged by us or our Payment Processor using your Payment Information. The processing of payments may be subject to the terms, conditions, and policies of the Payment Processor in addition to these Terms. We are not responsible for the acts or omissions of the Payment Processor. For more information, please read the terms and conditions of the Payment Processor here: https://stripe.com/legal. If your Payment Information is subject to other terms and conditions, as set forth in order forms, invoices or otherwise, then those other terms and conditions shall apply in addition to these Terms.
4. Currency. Fees are stated in U.S. Dollars and, except as otherwise indicated at checkout, do not include any taxes.
5. Taxes. You are responsible for the payment of any Taxes. Unless otherwise stated, our Fees do not include and are not discounted or enhanced for any such Taxes. If we become obligated to collect or pay Taxes in connection with your purchase of the Services, those Taxes will be invoiced to you as part of a billing process or collected at the time of purchase. In certain states, countries, and territories, we may determine if your purchase of Services is subject to certain Taxes, and if so, may collect such Taxes and remit them to the appropriate taxing authority. If you believe that a given Tax does not apply or that some amount must be withheld from payments to us, you must promptly provide us with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID) or other adequate proof, provided such information is valid and sufficiently authorized by all appropriate taxing authorities. You must also provide us with any tax identification information that is necessary for us to comply with our tax obligations, as we determine from time to time. You will be solely responsible for any misrepresentations made or non-compliance caused by you regarding Taxes, whether with respect to us or other parties, including any penalties, fines, audits, interest, back-payments, or further taxes associated with such misrepresentations or non-compliance.
6. Types of Fees and Automatic Renewal. Services may be either prepaid or postpaid depending on the Services to which you subscribe.

1. For any prepaid Services to which you subscribe, you acknowledge and agree that (i) Fees will be paid at the beginning of the subscription period, and (ii) that your prepaid Services will renew automatically.
2. For any postpaid Services to which you subscribe, you acknowledge and agree that (i) Fees will accrue and be paid once per month or when your use of the Services reaches a preset billing threshold, whichever occurs first, and (ii) that all postpaid Services will renew automatically.
3. Fees will be automatically charged to the valid payment method you provided. To avoid automatic payments and renewal, you may terminate your Services at any time.

7. Fees May Change. CloudPress reserves the right to increase its Fees upon reasonable prior notice to you. You may avoid the increased Fee by terminating your Services prior to the new Fee taking effect.
8. Free trials and promotions. We may offer (or act as intermediary in the offering of) certain Services trials including the ability for you to install and/or use the said Services on a temporary basis for trial purposes. YOU ACKNOWLEDGE THAT THESE SERVICES ARE INTENDED TO BE TEMPORARY INSTALLATIONS AND THAT WE MAY DELETE THESE SERVICES AT ANY TIME. If you received a promotional Fee, promotional credit, or free trial, CloudPress will automatically renew your Services and charge your payment method at the standard Fee upon expiration of the promotion or free trial period.
9. Refunds. Upon termination of the Services for any reason, we will refund any prepaid Fees attributable to the post-termination period in the form of Credits. Please note that overages, one-time fees, and some Services are non-refundable.
10. Domain names. When you register a domain name or transfer an existing domain name to the Services, the policies of the respective registry apply, and you become bound by the relevant registrar's terms and conditions. Your domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN"). In case of termination or cancellation of your Account, your domain name will no longer be automatically renewed and will be terminated. You are solely and fully responsible to transfer your domain name to a different provider timely.

5. CUSTOMER CONTENT

1. You Own Customer Content. You retain all rights to and ownership of your Customer Content. You will provide CloudPress with Customer Content in a form requiring no processing or modification by CloudPress.

1. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR CUSTOMER CONTENT, WHICH INCLUDES CUSTOMER WEBSITES. Without limiting the foregoing, you are solely and fully responsible for (i) the design and development of the Customer Content; (ii) all necessary changes to the Customer Content, such as changes to the appearance of Customer Websites; (iii) all code development, creation, editing, writing, testing, auditing, modification, and optimization necessary or desirable for the operation of the Customer Content; (iv) optimizing the performance of the Customer Content; and (v) maintain and test current backups of Customer Content. If you choose to host the Customer Content with a different provider you are solely and fully responsible for migration of the Customer Content to the new provider.
2. CloudPress has no obligation to monitor, validate, correct, or update Customer Content in any way. CloudPress may, in its sole discretion, alter, remove, or refuse to display any Customer Content that is in violation of these Terms.

1. Our Limited License. In order to provide the Services, CloudPress must access and use the Customer Content in a variety of ways on your behalf. For the sole and limited purpose of providing you the Services, you hereby grant to CloudPress a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute Customer Content, in whole or in part.
2. Prohibited Customer Content. You represent, warrant, and agree that our Services shall not be used for Prohibited Customer Content. Determining whether Customer Content is in violation of these Terms shall be in CloudPress' sole discretion. If we reasonably believe any of your Customer Content is Prohibited Customer Content as defined in these Terms, we will notify you and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Customer Content within 24 hours of our notice, we may remove or disable access to the Prohibited Customer Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Customer Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Customer Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services or in accordance with applicable law or any judicial, regulatory, or other governmental order or request. In the event that we remove Prohibited Customer Content without prior notice, we will provide prompt notice to you unless prohibited by law. We reserve the right to terminate the Accounts of repeat infringers in appropriate circumstances.
3. Customer Feedback. Separate and apart from Customer Content, we welcome Customer Feedback. If you provide Customer Feedback, you agree that it is non-confidential and shall become the sole property of CloudPress. CloudPress shall own exclusive rights to, including all intellectual property rights, and shall be entitled to the unrestricted use of Customer Feedback, along with any changes, modifications, or upgrades we make to the Services based on the Customer Feedback. You agree that CloudPress is not obligated to provide acknowledgment or compensation to you in exchange for Customer Feedback.

1. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE

1. Be Decent. Treat CloudPress and its personnel with decency, professionalism, and respect. We will do the same for you.
2. Compliance with Laws. You agree to use our Services in compliance with applicable local, state, national, and international laws and regulations, including, but not limited to, laws regarding fraud, anti-corruption, trade sanctions and export-control, intellectual property, and data privacy. You agree to cooperate with CloudPress, including the provision of information reasonably requested by CloudPress, to ensure CloudPress' compliance with applicable laws in connection with your use of the Services.
3. Malicious Activity. You agree not to engage in, attempt to engage in, or encourage or assist others to engage in any Malicious Activity while accessing or using the Services. Customers shall cooperate with CloudPress to promptly isolate, mitigate, and eliminate any Malicious Activity and take appropriate corrective action.
4. Resource Limitations. You shall ensure that your Hosting Plan resources and quotas are accurately measured and maintained, such as disk space and bandwidth. Do not overburden the Services or any CPUs, servers, or other resources used in connection with the Services. Without limiting the foregoing, you shall not use the Services to provide open proxies, for cryptocurrency mining activity, or for any other activity for which the Services are not promoted on the CloudPress Website. If you fail to comply with the provisions of this Section or you otherwise cause harm or potential harm to the Services, we may in our sole discretion assess overages, upgrade your Hosting Plan, suspend or terminate the Services or your Account, or take any other reasonable action to protect the Services.
5. Testing Customer Websites. Customers may perform a Customer Test conditioned on compliance with the Agreement, our instructions, and the following:

1. Load testing in any form is prohibited.
2. Customers shall provide notice of the schedule and scope of the Customer Test to [email protected] seven (7) days prior to commencing the Customer Test. Your notification is for our monitoring and record keeping purposes only.
3. Without limiting any other provisions in these Terms, Customer Tests shall not impact or affect any CloudPress or third-party system other than your Customer Websites.
4. CloudPress has no obligation to support, assist, or advise you in connection with a Customer Test. In our sole discretion, we may take any action to protect the Services, including blocking or terminating the Customer Test or your Account. CloudPress will not disable or diminish our security measures to allow a Customer Test.
5. The results of a Customer Test shall be promptly disclosed to [email protected] and shall be CloudPress' Confidential Information. CloudPress has no obligation to take any remedial action in connection with a Customer Test.

6. Reselling our Services. Customers may resell our Services conditioned on compliance with the Agreement, our instructions, and the following:

1. CloudPress authorizes you to co-brand the Services you resell by using CloudPress' name and logo along with your own name and logo; however, you may do so only in accordance with the Agreement. Upon termination of the Agreement or your Account or when the reselling rights of your Account are revoked, you must immediately cease using and remove any reference to CloudPress' name and logo.
2. You agree to provide your customers with adequate customer support, handle all aspects of their billing and payments, keep their Account Information up to date, and set your prices for the Services. CloudPress will not provide customer support to your End Users.
3. If there are any revisions, modifications, discontinuances or other material changes to the Services that require customer notification, you will assist us in notifying your customers.
4. You will not make or give any false or misleading representation, warranties, claims or other promises about the price, quality, value, inclusion, deliverability, or availability of any of the Services beyond those contained in the Agreement. We reserve the right to suspend or terminate your Account for non-compliance with the Agreement.
5. Upon termination of the Agreement or your Account or when the reselling rights of your Account are revoked, you authorize us to contact your End Users and you shall transition all of the Accounts of your End Users and their Services to us and, to that end, you acknowledge and agree that you will timely provide us all customer information, including the Account Information and past communications with your customers, that we request to make the transition in such a way that your customers' Services do not lapse. No refunds will be issued to you or your customers for Services purchased.
6. End Users may initiate a transfer of their Account to another reseller or to CloudPress. The transfer will only complete if both you and the other reseller or CloudPress approves the transfer. If the other reseller or CloudPress approves the transfer and if you do not explicitly deny the transfer within fourteen (14) days after the transfer has been initiated, CloudPress will assume that you approve the transfer and the transfer will therefore complete.
7. You will treat all Accounts, Account Information, Payment Information, and Customer Content as Confidential Information. You agree to maintain the integrity and security of your customers' Accounts, and will limit access of Accounts to its rightful owner. You may not alter, change, cancel or add Accounts, Account Information, Payment Information, and Customer Content without the express consent of your customer. You represent and warrant that your access of any Accounts, Account Information, Payment Information, and Customer Content will comply with all applicable laws, including any data protection laws.
8. CloudPress reserves the right, in our sole discretion and without notice, at any time and for any reason, to revoke the reselling rights of your Account.

7. Sending email. Customers may use our Services to send email conditioned on compliance with the Agreement, our instructions, and the following:

1. You are responsible for complying with legal requirements related to unsolicited or unwanted email, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the FTC's Telemarketing Sales Rule, and the EU e-Privacy Directive, or any other similar telemarketing law, and all other applicable laws.
2. You agree not to send bulk emails, such as mass marketing emails, unsolicited and unwanted emails, phishing emails, and other harmful emails.
3. CloudPress may log and use information such as email addresses, server hostnames, IP addresses, timestamps, mail queue identifiers, and spam filtering information for the purpose of troubleshooting or improving our Services.
4. CloudPress may use a filtering service designed to filter harmful or unwanted emails, such as spam, phishing, spyware, and viruses. You acknowledge that the technological limitations of the filtering service will likely result in the capture of some legitimate emails and the failure to capture some unwanted communications, including those infected with viruses.
5. CloudPress reserves the right, in our sole discretion and without notice, at any time and for any reason, to revoke your ability to send emails using our Services.

2. CLOUDPRESS' PROPERTY AND YOUR LICENSE RIGHTS

1. CloudPress Owns the Services. All rights, title, and interest in the Services are solely and exclusively owned by or licensed to CloudPress, including any and all software, servers, artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the look, feel, and arrangement of the Services, methods, products, algorithms, data, logs, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered, and any derivations thereof.
2. Your Limited License. Subject to your compliance with the Agreement, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable license to access and use the Services for the sole purpose of creating, managing, and operating your Customer Websites. You shall not rent, lease, license, sell, distribute, or otherwise transfer the Services to third parties, except as permitted by the Agreement or otherwise authorized by CloudPress in writing. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by CloudPress or its licensors, except for the licenses and rights expressly granted in this Section. Upon termination of this Agreement or the Services, you shall no longer have any right or license to the Services, and you must immediately cease use of the Services and destroy all copies in your possession.

3. COPYRIGHT AND INFRINGER POLICY

1. Digital Millennium Copyright Act ("DMCA"). In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, CloudPress has adopted a policy of terminating, in appropriate circumstances and in CloudPress' sole discretion, users who are deemed to be repeat infringers of other's copyrighted property. CloudPress may also, in our sole discretion, limit access to the Services and/or terminate the Accounts of any Customers who we believe may infringe any intellectual property rights of others, whether or not there is any repeat infringement.
2. Copyright Infringement Notification. If you believe that anything on the Services infringes upon any copyright which you own or control, you may file a notification of such infringement to [email protected].
3. Requirements of Copyright Infringement Notification. Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

4. THIRD-PARTY SERVICES AND LINKS

1. Third-Party Services. The Services may display, permit access to or use of, install, or incorporate Third-Party Services. You acknowledge that any Third-Party Services that you use in connection with the Services are not controlled by CloudPress, and you take sole responsibility and assume all risk arising from your interaction with or use of any Third-Party Services. You are responsible for reading, understanding, and complying with the license, terms and conditions, and privacy policy that applies to your use of any Third-Party Services.
2. Third-Party Links. The Services may include links to third party websites, services, or other resources on the internet. When you access third party resources on the internet, you do so at your own risk. These third party resources are not under our control, and, to the fullest extent permitted by law, we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such resources. The inclusion of any such link does not imply our endorsement or any association between us and any third party. To the fullest extent permitted by law, we shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party resource.

5. TERMINATION AND SUSPENSION

1. Your Breach. If you are in breach of the Agreement or any other policies, terms, or agreements CloudPress has in place from time to time, CloudPress may immediately terminate or suspend the Agreement or your Account. Upon any such termination or suspension, you are not permitted to register for another Account or access the Services without our prior written permission.
2. For Convenience. The Agreement or your Account may be terminated by either party by giving the other party fourteen (14) days prior written notice. You may terminate your Hosting Plan by logging into the CloudPress Website.
3. Modification or End of Services. We may in our sole discretion modify or discontinue, temporarily or permanently, all or any portion of our Services. We will use our commercially reasonable efforts to provide prior notice of any such action.
4. Survival. Any provision of these Terms that contemplates performance or observance subsequent to termination or expiration of the Agreement or Services (including, without limitation, confidentiality, limitation of liability, indemnification, and dispute resolution) survive termination or expiration and continue in full force and effect.

6. DISCLAIMERS

1. No 100% Security Guarantee. CloudPress implements security measures to help protect the Services from security threats, including the measures set forth in our DPA. However, CloudPress cannot guarantee that our security measures will be error-free, that Customer Websites will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.
2. Legal Disclaimer. EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND CLOUDPRESS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CLOUDPRESS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (i) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (ii) OPERATE WITHOUT INTERRUPTION; (iii) ACHIEVE ANY INTENDED RESULT; (iv) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR (v) BE SECURE, ACCURATE, COMPLETE, FREE OF MALICIOUS ACTIVITY OR HARMFUL CODE, OR ERROR FREE.

7. LIMITATION OF LIABILITY

1. No Indirect Damages. EXCEPT FOR LIABILITY ARISING FROM WILLFUL OR CRIMINAL MISCONDUCT, NEITHER PARTY, ITS OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, AFFILIATES, SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR LOSS, THEFT OR DESTRUCTION OF DATA OR CUSTOMER CONTENT, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH IN THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2. CloudPress' Liability Cap. IN NO EVENT WILL CLOUDPRESS' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED (i) THE AGGREGATE AMOUNT OF FEES PAID OR OWED BY YOU TO CLOUDPRESS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (ii) ONE HUNDRED DOLLARS (US$100.00), WHICHEVER IS GREATER.
3. Limitations of Liability Permitted by Law. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS SECTION 12 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLOUDPRESS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT DAMAGES. ACCORDINGLY, THE LIMITATIONS OF SECTIONS 11 AND 12 WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY LAW.

8. INDEMNITY

1. Customer Indemnification. You agree to defend, indemnify, and hold harmless the CloudPress Indemnitees from and against any and all losses, costs, expenses, damages, injuries, and/or liability of any kind, including attorney’s fees, that a CloudPress Indemnitee may incur or suffer as a result of any claims, suits, proceedings, or investigations asserted or commenced by any third party, which arise out of or are in any way connected with (i) your access or use of our Services; (ii) Customer Content (including Customer Applications); (iii) your breach or alleged breach of the Agreement; or (iv) your violation of any law or the rights of a third party. We reserve the right, in our sole discretion, to control any action or proceeding, including selection of counsel, and determine whether we wish to settle it, and if so, on what terms, in which event you will cooperate with us in asserting any available defenses.
2. CloudPress IP Infringement Indemnification. CloudPress will defend and indemnify you against any third-party claims to the extent arising from allegations that your use of the Services infringes the third-party’s intellectual property rights, unless such alleged infringement arises from (i) your use of the Services in breach of this Agreement, (ii) a combination of the Services with other technology or materials not provided by CloudPress, unless such combination is required to use the Services, or (iii) any Services provided to Customer free of charge (including Beta Services). If CloudPress reasonably believes the Services might infringe a third party’s intellectual property rights, then CloudPress may, at its sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative. If CloudPress does not believe the remedies above are commercially reasonable, then CloudPress may suspend or terminate Customer's use of the impacted Services, subject to a pro rata refund of Fees attributable to the suspended or terminated Services. Without limiting either party's termination rights, this Section states the Customer's sole and exclusive remedy under the Agreement for any third-party allegations of intellectual property rights infringement covered by this Section.

9. DISPUTE RESOLUTION

1. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES WITH CLOUDPRESS AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
2. Informal Resolution. We want to address your concerns without resorting to a formal legal case. Before filing a formal legal claim against CloudPress, please contact us at [email protected]. We will try to resolve the dispute and address your concerns. If a dispute is not resolved within 15 days after submission, you or CloudPress may bring a formal proceeding as set forth in this Section 14.
3. Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to the Services or the Agreement, or the breach thereof, shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that you and CloudPress are not required to arbitrate any dispute in which either party seeks equitable or injunctive relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, patents, or any other Confidential Information or intellectual property.
4. Exclusive Jurisdiction and Venue. You and CloudPress agree that arbitration will occur exclusively in the City of Portland, State of Oregon, and that arbitration will be conducted confidentially by a single arbitrator. If for any reason this agreement to arbitrate does not apply to the dispute, you and CloudPress agree that any judicial proceeding, including any appeal of an arbitration award, will be brought exclusively in the federal or state courts located in the City of Portland, State of Oregon. Both you and CloudPress exclusively consent to venue and personal jurisdiction in the City of Portland, State of Oregon.  Each party waives any claim of forum non-conveniens and claims that a more convenient venue may be found.
5. Choice of Law. The Agreement and the resolution of any disputes shall be governed by and construed in accordance with the laws of the State of Oregon, USA without regard to its conflict of laws principles.
6. Waivers. BOTH CLOUDPRESS AND YOU WAIVE THE RIGHT TO A JURY TRIAL. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU WAIVE ANY RIGHT TO COMMENCE A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

10. PUBLICITY

During the term of this Agreement, you grant CloudPress a limited, non-exclusive, and royalty-free license to use your name, logos, and related trademarks on our website or in other marketing communications for the sole purpose of referencing you as a CloudPress customer. You may revoke the rights granted to us in this Section 15 at any time by emailing [email protected].

11. CONFIDENTIALITY

1. Confidential Information. Each party may disclose or make available to the other party Confidential Information. Confidential Information does not include information which: (i) is known to the Recipient, as evidenced by its written records, prior to receipt thereof; (ii) is disclosed to the Recipient by a third party, and that third party is free of any confidentiality agreement with the Discloser and has a legal right to make such disclosure; (iii) is or becomes part of the public domain other than through an act or omission of Recipient; (iv) is independently developed by or for the Recipient as evidenced by its written records, without use of any Confidential Information of the Discloser; or (v) is expressly labeled by the Discloser as not confidential.
2. Recipient Obligations. The Recipient shall: (i) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Discloser’s Confidential Information for any purpose other than to exercise its rights or perform its obligations under the Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information in order for the Recipient to exercise its rights or perform its obligations under the Agreement or as required by law or legal process. The Recipient shall be responsible for any breach of this confidentiality provision caused by any of the Recipient's Representatives.
3. Retention of Confidential Information. Upon the Discloser's request, Recipient shall take reasonable steps to destroy or erase any Confidential Information it holds, except the Recipient may retain copies of Confidential Information (in accordance with this Agreement): (i) that are securely stored in archival or computer back-up systems, (ii) to meet legal or regulatory obligations, or (iii) in accordance with bona fide record retention policies.

12. BETA SERVICES

With respect to Beta Services, if there is any conflict between the other Sections of these Terms and this Section 17, then this Section 17 will control. You acknowledge and agree that Beta Services are under active development and intended for testing and evaluation purposes only. DUE TO THEIR DEVELOPMENTAL STATUS, BETA SERVICES MAY CONTAIN ERRORS AND PRODUCE UNEXPECTED AND UNWANTED RESULTS. YOU SHOULD EXERCISE CAUTION AND BACKUP YOUR DATA WHEN UTILIZING ANY BETA SERVICE. CLOUDPRESS IS NOT RESPONSIBLE FOR ANY DAMAGES CAUSED BY YOUR USE OF BETA SERVICES. Upon our request, you agree to provide us feedback on the Beta Services made available to you. The SLA does not apply to Beta Services. All information related to the Beta Services is CloudPress' Confidential Information. CloudPress may terminate your Beta Services without notice at any time for any lawful reason.

13. MISCELLANEOUS

Our failure or delay in exercising any right, power, or privilege under the Agreement shall not operate as a waiver thereof. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement, all of which shall remain in full force and effect.  This Agreement and its attachment include the entire and final agreement of the parties with respect to its subject matter.  This Agreement may only be modified or terminated executed by the party against whom enforcement is sought.