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Terms and conditions of Cloudpave services

1. Your agreement with Cloudpave

1.1 Your use of the Cloudpave services is governed by this agreement (the “Terms”). “Cloudpave” means Cloudpave, LLC and its subsidiaries or affiliates involved in providing the Cloudpave services. The “Cloudpave Services” means the services Cloudpave makes avaialble through its websites, including all subdomains under cloudpave.com, babieslog.com and cyclopsgroup.org.

1.2 In order to use the Cloudpave Services, you must agree to the Terms. You can agree to the Terms by actually using Cloudpave Services. You understand and agree that Cloudpave will treat your use of Cloudpave Services as acceptance of the Terms from that point onwards.

1.3 You may not use the Cloudpave Services if you are a person barred from receiving the Cloudpave Services under the laws of United States or other countries, including the country in which you are resident or from which you use the Cloudpave Services. You affirm that you are over age of 13, as the Cloudpave Services are not intended for children under 13.

1.4 You agree your purchase of Cloudpave Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Cloudpave or any of its affiliates regarding future functionality of features.

2. Your use of the Cloudpave services

2.1 Your use of the Cloudpave Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.2 You agree not to

(a) access or attempt to access the administrative interface of Cloudpave Services by any means other than through the interface that is provided by Cloudpave in connection with the Cloudpave Services, or

(b) engage in any activity that interferes with or disrupts the Cloudpave Services (or the servers and networks which are connected to the Service).

2.3 You may use the Cloudpave Services only to develop and run applications on the Cloudpave infrastructure. You may not access the Cloudpave Services for the purpose of bringing an interllectural property infringement claim against Cloudpave or for the purpose of creating a product of service competitive with Cloudpave Services.

3. Service policies and privacy

3.1 You agree to comply with the Cloudpave Acceptable Use Policy(the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.

3.2 The Cloudpave Services shall be subject to the privacy policy for Cloudpave Services. You agre to use of your data in accordance with Cloudpave’s privacy policies.

4. Content on the Cloudpave Services

4.1 Your understand that all information, such as data files, written text, computer software, to which you may have access as part of, or through your use of, the Cloudpave Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”. The term Content shall specifically exclude the web application that you create using the Cloudpave Services and any source code written by you to be used with Cloudpave Services(collectively, “Applications”).

4.2 Cloudpave reserves the right, but shall have no obligation, to remove any or all Content from the Cloudpave Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to take down request from Cloudpave. In the event that you elect not to comply with a request from Cloudpave to take down certain Content, Cloudpave reserves the right to directly take down such Content or disable Applications.

4.3 You agree that you are solely responsible for (and that Cloudpave has no responsibility to you or to any their party for) the Application or any Content that you create, transmit or display while using the Cloudpave Services and for the consequences of you actions (including any loss or damage with Cloudpave may suffer) by doing so.

4.4 You agree that Cloudpave has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowlege that you are solely responsible for securing and backing up your Applications and any Content.

5. Proprietary rights

5.1 You acknowledge and agree that Cloudpave (or Cloudpave’s licensors) own all legal right, title and interest in and to the Cloudpave Services, including any intellectual property rights which subsist in the Cloudpave Services, whether those rights happen to be registered or not, and whereever in the world those rights may exist.

5.2 Except as provided in Section 7, Cloudpave acknowleges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Cloudpave Services, including any intellectual property rights which subsist in that Content and the Application, whether those rights happen to be registered or not, and wherever in the world those rights may exist. Unless you have agreed otherwise in writing with Cloudpave, you agree that you are responsible for protecting and enforcing those rights and that Cloudpave has no obligation to do so on your behalf.

6. License from Cloudpave and restrictions

6.1 Cloudpave gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Cloudpave as part of the Cloudpave Services as provided to you by Cloudpave. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Cloudpave Services as provided by Cloudpave, in the manner permitted by the Terms.

6.2 You may not (and you may not permit anyone else to):

(a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Cloudpave Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told yoiu may do so by Cloudpave, in writing (e.g., through an open source license); or

(b) attempt to disable or circumvent any security mechanisms used by the Cloudpave Services or any applications running on the Cloudpave Services.

6.3 Open source software licenses for components of the Cloudpave Services released under and open source license constitute separate written agreements. To the limited extent that the open source software license expressly supersede these Terms, the open source license govern your agreement with Cloudpave for the use of the components of the Cloudpave Services released under an open source license.

7. License from you

7.1 Cloudpave claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Cloudpave Services you give Cloudpave a worldwide, royalty-free, and non-exlucisve license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Cloudpave to provide you with the Cloudpave Services. Furthermore, by creating an Application through use of Cloudpave Services, you give Cloudpave a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Cloudpave to provide you with the Cloudpave Sevices.

7.2 By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Cloudpave Services functionality or features for the sole purpose of collaborating on development of the Application(s).

7.3 You may choose to or we may invite you to submit comments or ideas about the Cloudpave Services, including without limitation about how to improve the Cloudpave Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Cloudpave under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

7.4 You agree that Cloudpave, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Cloudpave Services.

8. Modification and Termination of the Cloudpave Services

8.1 Cloudpave is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Cloudpave Services which Cloudpave provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Cloudpave Services will be effective with respect to all versions of the Cloudpave Services; examples of changes to the form and nature of the Cloudpave Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

8.2 You may terminate these Terms at any time by canceling your account on the Cloudpave Services. You will not receive any refunds if you cancel your account.

8.3 You agree that Cloudpave, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Cloudpave Services may be without prior notice, and you agree that Cloudpave will not be liable to you or any third party for such termination.

8.4 You are solely responsible for exporting your Content and Application(s) from the Cloudpave Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).

8.5 Upon any termination of the Cloudpave Services or your account these Terms will also terminate, but Sections 5.1, 8, 9, 10, 11, and 14 shall continue to be effective after these Terms are terminated.

9. EXCLUSION OF WARRANTIES

9.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 9 AND 10, SHALL EXCLUDE OR LIMIT CLOUDPAVE'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

9.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE CLOUDPAVE SERVICE IS AT YOUR SOLE RISK AND THAT THE CLOUDPAVE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

9.3 CLOUDPAVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE CLOUDPAVE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLOUDPAVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE CLOUDPAVE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE CLOUDPAVE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE CLOUDPAVE SERVICES WILL BE ACCURATE.

10. LIMITATION OF LIABILITY

10.1 SUBJECT TO SECTION 9.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLOUDPAVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

10.2 THE LIMITATIONS ON CLOUDPAVE'S LIABILITY TO YOU IN PARAGRAPH 10.1 ABOVE SHALL APPLY WHETHER OR NOT CLOUDPAVE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

11. Indemnification

11.1 You agree to hold harmless and indemnify Cloudpave, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Cloudpave and Partners") from and against any third party claim arising from or in any way related to

(a) your breach of the Terms,

(b) your use of the Cloudpave Services,

(c) your violation of applicable laws, rules or regulations in connection with the Cloudpave Services, or

(d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

In such a case, Cloudpave will provide you with written notice of such claim, suit or action.

12. Other Content

12.1 The Cloudpave Services may include hyperlinks to other web sites or content or resources or email content. Cloudpave may have no control over any web sites or resources which are provided by companies or persons other than Cloudpave.

12.2 You acknowledge and agree that Cloudpave is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

12.3 You acknowledge and agree that Cloudpave is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

13. Changes to the Terms

13.1 Cloudpave may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.

13.2 You understand and agree that if you use the Cloudpave Services after the date on which the Terms have changed, Cloudpave will treat your use as acceptance of the updated Terms.

14. General Legal Terms

14.1 The Terms constitute the whole legal agreement between you and Cloudpave and govern your use of the Cloudpave Services (but excluding any services which Cloudpave may provide to you under a separate written agreement), and completely replace any prior agreements between you and Cloudpave in relation to the Cloudpave Services.

14.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

14.3 If Cloudpave provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

14.4 You agree that Cloudpave may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Cloudpave Services. By providing Cloudpave your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

14.5 You agree that if Cloudpave does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Cloudpave has the benefit of under any applicable law), this will not be taken to be a formal waiver of Cloudpave's rights and that those rights or remedies will still be available to Cloudpave.

14.6 Cloudpave shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

14.7 The Terms, and your relationship with Cloudpave under the Terms, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. You and Cloudpave agree to submit to the exclusive jurisdiction of the courts located within Delaware state to resolve any legal matter arising from the Terms.

14.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Cloudpave Services upon written notice to the assigning party.