These Terms of Service (“Terms”) are between the entity or entities specified in Section 10.12, individually and not jointly (“Cloud Growth Coaching, LLC”), and the customer, on behalf of itself and its applicable Affiliates (“Customer”). The authorized party signing or electronically submitting the Order or accessing the Services represents that it has the authority to bind the Customer and understands and agrees to the Order, these Terms, and the applicable Service Descriptions (collectively the “Agreement”).
1. DEFINITIONS. As used in the Agreement, the following defined terms shall apply:
1.1. Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through majority ownership of voting securities or equity interests.
1.2. Cloud Growth Coaching, LLC Marksmeans any name, logo, or mark belonging to Cloud Growth Coaching, LLC or its affiliates.
1.3. Customer Content means any files, documents and other information belonging to Customer or users as uploaded to Customer’s Service account for storage and/or sharing with third parties, and is not related to Cloud Growth Coaching, LLC servicing or accessing Customer’s account.
1.4. Effective Date means the earlier of the date (i) Customer submits the initial Order, or (ii) as stated on the signature block of the Order.
1.5. Order or Services Order means any initial or subsequent ordering document and/or online request for access to the Services submitted to Cloud Growth Coaching, LLC, a Cloud Growth Coaching, LLC authorized reseller and/or through Cloud Growth Coaching, LLC product websites.
1.6. Services means the generally available Cloud Growth Coaching, LLC software-as-a-service offerings (“SaaS Services”), as further described in the Service Descriptions. Cloud Growth Coaching, LLC may update the Services at any time and all Services set forth in the Service Descriptions may not be available to all Customers. The Services are for professional/business use only.
1.7. Service Descriptions means the overview and other terms applicable to the Services, as amended from time to time, and found at Service Descriptions.
1.8. Updates means any corrections, bug fixes, new features or functions added to the Services, but shall not include any new versions that Cloud Growth Coaching, LLC markets and sells separately.
1.9. Use Level means the model by which Cloud Growth Coaching, LLC measures, prices and offers the Service to Customer as set forth on the applicable price list, websites, Order, and/or Service Description.
2.2. Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its users, not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Cloud Growth Coaching, LLC technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Cloud Growth Coaching, LLC networks, security systems, user accounts, or Services of Cloud Growth Coaching, LLC or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means, (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services to any unauthorized third party; (v) use the Services in violation of Cloud Growth Coaching, LLC policies, applicable laws, ordinances or regulations; (vi) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vii) harvest, collect, or gather information or data regarding other users without their consent; (viii) transmit through or post on the Services any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, data privacy or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (x) use the Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a direct competitor of the applicable Service; (xi) submit to, or store in the Services, any Protected Health Information (“PHI”) unless Customer has complied with Section 5.1 below; or (xii) make any representations with respect to Cloud Growth Coaching, LLC or this Agreement (including, without limitation, that Cloud Growth Coaching, LLC is a warrantor or co-seller of any of Customer’s products and/or services). Cloud Growth Coaching, LLC shall have sole and exclusive discretion to determine applicability of the restrictions set forth above and any violations thereof.
2.3. Proprietary Rights. Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to the Cloud Growth Coaching, LLC Marks or Services or any components provided by Cloud Growth Coaching, LLC in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that Cloud Growth Coaching, LLC or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, the Cloud Growth Coaching, LLC Marks and the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.
2.4. Cloud Growth Coaching, LLC Marks. Unless expressly authorized under the terms of this Agreement, Customer agrees that it shall not use, register or apply for registration of any trademark, service mark, business name, company/trade name, domain name or social media account name or handle which is comprised of or incorporates in whole or in part any Cloud Growth Coaching, LLC Mark, or is otherwise confusingly similar to a Cloud Growth Coaching, LLC Mark. In the event of any breach of this provision, Customer agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company/trade name, domain name or social media account name or handle to Cloud Growth Coaching, LLC, including but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of Cloud Growth Coaching, LLC’s copyrights, patents, trademarks, service marks or company/trade names is granted or will be implied. For any authorized use of the Cloud Growth Coaching, LLC Marks, Customer represents that it has reviewed and will adhere to Cloud Growth Coaching, LLC’s Trademark & Copyright Guidelines, and incorporated herein by reference and as may be periodically updated by Cloud Growth Coaching, LLC.
3. ORDERS, FEES AND PAYMENT.
3.1. Orders. Customer may order Services using the Cloud Growth Coaching, LLC then-current ordering processes. All Orders are subject to acceptance by Cloud Growth Coaching, LLC in its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by Cloud Growth Coaching, LLC for the purposes of managing Customer’s account.
3.2. Fees and Payment. Customer is responsible for all fees applicable to the Services, including any one-time implementation fees (“Fees”). All Fees are due and payable as set forth on the invoice and, unless otherwise agreed in writing, payments are at the date and time of the invoice date. Customer agrees to notify Cloud Growth Coaching, LLC of any fee dispute within fifteen (15) days of the invoice date and Customer agrees to work in good faith to promptly resolve any dispute and pay fees within fifteen (15) days following resolution of the dispute. When applicable, Customer authorizes Cloud Growth Coaching, LLC (i) to take steps to determine whether a debit/credit card number provided is valid, and (ii) charge such card in accordance with the billing frequency specified in the Order. Cloud Growth Coaching, LLC reserves the right to terminate this Agreement immediately in the event any payment information is found at any time to be inaccurate, incomplete and/or not current. Cloud Growth Coaching, LLC shall not be responsible for any overdraft charges or other fees that may be incurred due to Cloud Growth Coaching, LLC use of Customer’s card for payment hereunder. Cloud Growth Coaching, LLC will not agree to submit invoices via a customer procurement to pay online portal and/or Electronic Data Interchange (EDI) Portals. Cloud Growth Coaching, LLC reserves the right to update the price for Services at any time after the Initial Term. Cloud Growth Coaching, LLC will notify Customers of any price changes by publishing on its website, emailing, quoting or invoicing Customer. Price changes will be effective as of the next billing cycle.
3.3. Additional Services. Customer may order additional Services at any time. Unless otherwise agreed in the applicable Order, any additional Services ordered by Customer following the Effective Date are subject to these Terms, and shall be coterminous with the Term for existing Services.
3.4. Late Payments. Cloud Growth Coaching, LLC reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Cloud Growth Coaching, LLC for all reasonable costs and expenses incurred in collecting delinquent amounts.
3.5. Taxes and Withholding. Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), tariffs, Universal Services Fund (USF) fees (if applicable to the Audio Services only) and/or duties) (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on Cloud Growth Coaching, LLC net income, and/or those Taxes for which Customer has provided a certificate confirming Customer is otherwise exempt. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse Cloud Growth Coaching, LLC for any Taxes paid on Customer’s behalf and indemnify and hold Cloud Growth Coaching, LLC harmless against any claim, liability and/or penalties resulting therefrom.
4. TERM AND TERMINATION
4.1. Term. These Terms shall apply as long as any Order is in effect. The period that Customer may access and use the Services (“Term”) shall be as specified in the Order and may include an initial period (“Initial Term”) and a renewal period (“Renewal Term”). If no Term is specified in the Order, then the Initial Term shall commence on the Effective Date for a one (1) month period, and thereafter shall automatically renew for additional one (1) month Renewal Terms on each anniversary thereof, unless either party provides notice of non-renewal thirty (30) days prior to expiration of the then-current term.
4.2. Termination for Convenience. . During any Renewal Term, either party may terminate at any time with prior written notice and such termination shall be effective at the end of (i) thirty (30) days or (ii) Customer’s current billing cycle, whichever is earlier. Customer must submit written notice of termination to Cloud Growth Coaching, LLC at Support@cloudgrowthcoachingcom or otherwise in accordance with the applicable Service Description.
4.3. Termination for Cause. Either party may terminate the Agreement (i) if the other party breaches any of its material obligations under the Agreement and fails to cure within thirty (30) days of receipt of written notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, or (iii) immediately for a breach by Customer of Section 2 or Section 5.
4.4. Effect of Termination. Upon termination of the Agreement for any reason, Customer will immediately discontinue all access and use of the Services. Cloud Growth Coaching, LLC has no obligation to maintain Customer Content following termination and, in any event, will destroy or delete Customer Content within thirty (30) days of Customer request, subject to compliance with Cloud Growth Coaching, LLC policies and applicable law. Neither party shall be liable for any damages resulting from termination of the Agreement; provided, however, termination shall not affect any claim arising prior to the effective termination date.
4.5. Survival. The provisions of Sections3 (Fees), 4.4 (Effect of Termination), 5 (Customer Content and Customer Accounts), 8 (Indemnification), 9 (Limitation of Liability), and 10.9 (Notices) shall survive any termination of the Agreement.
5. CUSTOMER CONTENT AND CUSTOMER ACCOUNTS
5.1. Customer Content. Customer retains all rights to any and all of its Customer Content and Cloud Growth Coaching, LLC shall not own or license any data, content, information or material in such Customer Content. Each party shall apply reasonable technical, organizational and administrative security measures to keep Customer Content protected in accordance with industry standards, and Customer shall retain a current copy of Customer Content outside the Services. Cloud Growth Coaching, LLC will not monitor Customer’s or its user’s use of the Services, and Cloud Growth Coaching, LLC will not view, access or process any Customer Content, except: (i) for the sole purpose of providing the Services, (ii) as directed or instructed by Customer and its users, and/or (iii) for compliance with Cloud Growth Coaching, LLC policies, applicable law, regulation, or governmental request. Customer shall comply with all intellectual property laws related to the Customer Content and legal duties applicable to Customer as a data controller by virtue of the submission or storage of Customer Content within the Services, including providing all information or notices Customer is required by law to provide to users and obtain consent of the users, where required.
5.2. Customer Accounts. Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) ensuring all users exit or log off from the Services at the end of each session, (iv)maintaining the confidentiality of Customer’s accounts, user id’s, conference codes, passwords and personal identification numbers used in conjunction with the Services, and (v) all uses of the Services by Customer and its users. Cloud Growth Coaching, LLC reserves the right to suspend the Services or terminate the Agreement if Customer misuses or otherwise shares login information among users. Customer will notify Cloud Growth Coaching, LLC immediately of any unauthorized use of its account or any other breach of security. Cloud Growth Coaching, LLC will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by Cloud Growth Coaching, LLC and/or another party. Cloud Growth Coaching, LLC reserves the right to review Customer’s account to confirm compliance with applicable Use Levels, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels.
6. COMPLIANCE WITH LAWS
In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in this Agreement, Cloud Growth Coaching, LLC shall have the right to immediately terminate this Agreement for noncompliance with applicable laws.
Cloud Growth Coaching, LLC WARRANTS THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE. Cloud Growth Coaching, LLC DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (III)ERRORS OR DEFECTS WILL BE CORRECTED. Cloud Growth Coaching, LLC ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT Cloud Growth Coaching, LLC SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICE OR TO TERMINATE THE NON-CONFORMING SERVICES AND THIS AGREEMENT OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Cloud Growth Coaching, LLC DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN SUCH JURISDICTIONS.
8.1. Indemnification by Cloud Growth Coaching, LLC. Subject to Sections 8.2 and 8.3 below, Cloud Growth Coaching, LLC shall indemnify and defend Customer against any third party Infringement Claim brought against Customer, and pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to such Infringement Claim; provided that: (i) Customer promptly notifies Cloud Growth Coaching, LLC in writing of an Infringement Claim such that Cloud Growth Coaching, LLC is not prejudiced by any delay of such notification; (ii) Cloud Growth Coaching, LLC will have sole control over the defense and any settlement of any Infringement Claim; and (iii) Customer will provide reasonable assistance in the defense of same. Cloud Growth Coaching, LLC will reimburse Customer for reasonable expenses incurred in providing such assistance. Cloud Growth Coaching, LLC shall not enter into any settlement agreement which imposes any obligation on Customer without Customer’s prior written consent. For the purposes of this Agreement, “Infringement Claim” means any claim, suit or proceeding brought against a Customer based on an allegation that the Services, as used by Customer in accordance with this Agreement and the applicable documentation, infringes upon any patent, copyright or violates any trade secret rights of any third party.
8.2. Infringement Cures. If Customer’s use of any of the Services is, or in Cloud Growth Coaching, LLC’s opinion is likely to be, enjoined as a result of an Infringement Claim, Cloud Growth Coaching, LLC shall, at its sole option and expense, either (i) procure for Customer the right to continue to use the Services as contemplated herein, or (ii) replace or modify the Services to make their use non-infringing without degradation in performance or a material reduction in functionality. If options (i) and (ii) above are not reasonably available, Cloud Growth Coaching, LLC may, in its sole discretion and upon written notice to Customer, terminate this Agreement, cancel access to the Services and refund to Customer any prepaid, but unused Fees.
8.3. Limitation. Cloud Growth Coaching, LLC assumes no liability, and shall have no liability, for any Infringement Claim based on (i) Customer’s access to and/or use of the Services following notice of an Infringement Claim; (ii) any modification of the Services by Customer or at its direction; (iii) Customer’s combination of the Services with third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright infringement involving any marking or branding not applied by Cloud Growth Coaching, LLC or involving any marking or branding applied at Customer’s request.
8.4. Exclusive Remedy. THE FOREGOING STATES Cloud Growth Coaching, LLC SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM HEREUNDER.
8.5. Indemnification by Customer Customer shall indemnify and defend Cloud Growth Coaching, LLC against any third party claim brought against Cloud Growth Coaching, LLC resulting from a breach of Section 2. or 5.2 or alleging that any Customer Content submitted by Customer infringes upon any patent or copyright, or violates trade secret or privacy rights of any party, and shall pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim; provided that: (i) Cloud Growth Coaching, LLC promptly notifies Customer in writing of such a claim such that Customer is not prejudiced by any delay of such notification, (ii) Customer will have sole control over the defense and any settlement of any such claim, and (iii) Cloud Growth Coaching, LLC will provide reasonable assistance in the defense of same. Customer will reimburse Cloud Growth Coaching, LLC for reasonable expenses incurred in providing such assistance. Cloud Growth Coaching, LLC may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, Cloud Growth Coaching, LLC shall not enter into any settlement agreement or otherwise settle any such claim without Customer’s express prior written consent.
9. LIMITATION ON LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (I) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR (a) A PARTY’S INDEMNIFICATION OBLIGATIONS (b) A BREACH BY CUSTOMER OF SECTIONS 2 OR 5, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER.
10. ADDITIONAL TERMS
10.1. Services Trial. Cloud Growth Coaching, LLC may make the Services available to Customer on a trial basis or offer promotional versions of the Services for a limited period of time (“Trial Period”), as specified on the applicable Order. The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services may automatically continue unless cancelled by Customer, and Customer is responsible for payment of the applicable Fees set forth in the Order. During the Trial Period, Cloud Growth Coaching, LLC provides the Services “AS IS” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply. Cloud Growth Coaching, LLC reserves the right to modify or discontinue any trials or promotions at any time without notice.
10.2. Beta or Labs Services. Customer acknowledges that Beta or Labs Services are offered “as-is”, without warranty or indemnity of any kind and Customer’s access to and use of the Beta Services is at Customer’s sole risk. The Beta or Labs Services may contain bugs, errors and other defects. To the extent permitted by applicable law, Cloud Growth Coaching, LLC disclaims any warranties and conditions, whether express, implied, statutory or otherwise, and any liability with respect to the Beta or Labs Services. Customer agrees to receive correspondence and updates from Cloud Growth Coaching, LLC related to the Beta or Labs Services and acknowledges that opting out from such communications may result in cancellation of Customer’s Beta or Labs Services. Cloud Growth Coaching, LLC does not make any representations, promises or guarantees that the Beta or Labs Services will be publicly announced or made generally available. Cloud Growth Coaching, LLC has no obligation to provide technical support or continued availability of any particular Beta or Labs Service or feature which can be cancelled at any time by Cloud Growth Coaching, LLC in its sole discretion with or without notice to Customer. Customer may be asked to provide feedback regarding Customer’s experience and use (“Feedback”) of the Beta or Labs Service. Customer grants to Cloud Growth Coaching, LLC an irrevocable, perpetual, royalty-free, worldwide license to use and incorporate any Feedback into any Cloud Growth Coaching, LLC product or service (including the Beta or Labs Services) for any purpose. With respect to the Beta or Labs Services, these terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
10.3. Copyright. In the event Customer believes that the Services have been used in a manner that constitutes copyright infringement, Customer shall notify Cloud Growth Coaching, LLC at Support@cloudgrowthcoaching.com, and provide all of the following information, as required by the Digital Millennium Copyright Act ("DMCA"): (i) a statement that Customer has identified content in the Services that infringes a copyright of a third party for whom Customer is authorized to act; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content's location; (iv) Customer’s name, address, telephone number, and e-mail address; (v) a statement that Customer has a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in Customer’s notice is accurate and that Customer is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and(vii) Customer’s electronic or scanned physical signature. Cloud Growth Coaching, LLC reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.
10.5. Suspension of Service. Cloud Growth Coaching, LLC may temporarily suspend the Services if Cloud Growth Coaching, LLC determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and Cloud Growth Coaching, LLC will take action to promptly resolve any such security issues. Cloud Growth Coaching, LLC agrees to notify Customer of any such suspension and subsequent reactivation of the Services.
10.6. High-Risk Use. Customer acknowledges that the Services are not designed or intended for access and/or use in or during high-risk activities, including but not limited to: medical procedures; on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. Customer understands that the Services do not allow and should not be used for calls to emergency services numbers (e.g., in the United States 911, or in the United Kingdom 999 and 112). Cloud Growth Coaching, LLC expressly disclaims any express or implied warranty of fitness for such purposes.
10.7. Recordings. Certain Services provide functionality that allows a Customer to record audio and data shared during collaboration sessions. Customer is solely responsible for complying with all federal, state, and local laws in the relevant jurisdiction when using recording functionality. Cloud Growth Coaching, LLC expressly disclaims all liability with respect to Customer's recording of audio and/or shared data while using the Services, and Customer releases and agrees to hold Cloud Growth Coaching, LLC harmless from and against any damages or liabilities related to the recording of any audio and/or data.
10.8. Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. This Agreement will bind and inure to the benefit of each party’s successors or assigns.
10.9. Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and the Cloud Growth Coaching, LLC contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii)five (5) days after deposit in the mail. Non-legal notices may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email. Cloud Growth Coaching, LLC may also provide Customer with notice postings on the Cloud Growth Coaching, LLC website.
10.10. Entire Agreement; Order of Precedence. .This Agreement sets forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. For any conflict between an executed Order, these Terms and the Service Descriptions, the conflict shall be resolved in that order, but only for the specific Services described in the applicable Order. For any conflict between these Terms and any BAA, this Agreement shall control. Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify the Agreement or Cloud Growth Coaching, LLC program terms. The Terms may be updated by Cloud Growth Coaching, LLC from time to time without notice (but will be identified by the last updated date) and may be reviewed at Terms of Service. Customer’s continued access to and use of the Service constitutes acceptance of the then-current Terms.
10.11. General Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. Cloud Growth Coaching, LLC authorized resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on Cloud Growth Coaching, LLC. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by each party. Cloud Growth Coaching, LLC failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under this Agreement due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government.