ElasticBox Terms of Use

1. Binding Effect

This is a binding agreement between you and ElasticBox Inc. ("Company"). By using the Internet site located at www.elasticbox.com (the "Site") or any of the services provided in connection with the Site (collectively, the "Service"), you agree to abide by these Terms of Use ("Terms of Use"). If you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Service and the Site. BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

2. Modifications

Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. Company shall post any revision to these Terms of Use to the Site, and such revision shall be effective immediately upon posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall be bound by and abide by any such revision.

3. Privacy Policy

A complete statement of Company's current privacy policy can be found by clicking here. Company's privacy policy is expressly incorporated into these Terms of Use by this reference.

4. Registration

You are required to open an account to use or access the Site or Service, and you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify Company immediately on any unauthorized use of your account, user name, or password. Company shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your account or password.

5. Purchases

Applicable fees for the Service are billed monthly. If you purchase the Service or products on the Site, you may be required to provide personal information, including credit card and billing information ("Personal Financial Information") to an independent third party company (or companies) selected by, but not affiliated with, Company (the "Processor"). The Processor is responsible for collecting, transmitting and/or processing your Personal Financial Information and, in some instances, for fulfilling your order, and all payment obligations shall be governed by the terms of use/service and privacy policy(ies) of the Processor. If you make a purchase from the Site, you are warranting that you are authorized to make such purchase using the form of payment card that you provide to the Processor. Company makes no warranty, and accepts no liability for any loss or damages whatsoever, relating to or in connection with your placement of an order for the Service or products with the Processor. Company provides no refunds for purchases you make on the Site. You are solely responsible for any and all transactions utilizing your Personal Financial Information, including, but not limited to, any and all charges. You acknowledge and agree that in the event the Processor experiences a data breach that affects your Personal Financial Information, Company will in no way be responsible or liable to you for any such breach. You should maintain records of all your transactions on the Site. If you have any questions regarding your transactions or believe that there is an error or unauthorized transaction or activity associated with transactions utilizing your Personal Financial Information, you must contact the Processor.

6. Use of Software

Company may make certain software available to you via the Site subject to the terms, conditions and restrictions set forth in the ElasticBox End User License Agreement contained in such software, which agreement is expressly incorporated into these Terms of Use by this reference. If you download and/or use software from the Site, the software, including all files and images contained in or generated by the software, and accompanying data, files, information, associated media, any printed materials and online or electronic documentation (collectively, the "Software") are licensed to you by Company solely for your personal use and may not be used for commercial purposes unless expressly authorized by Company. Company does not transfer either title or any intellectual property rights to the Software, and Company retains full and complete title to the Software as well as all intellectual property rights therein. Company may upgrade the Software with new features and tools from time to time. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new modules and completely new versions. You agree to receive such updates (and permit Company to deliver these to you) as part of your use of the Software. You may NOT: (a) modify or create any derivative works of any Software or documentation, including translation or localization (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) sublicense or permit simultaneous use of the Software by more than one user; (c) copy, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software; (d) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to the Software; (e) transfer the Software or otherwise assign a license thereto under any circumstances; (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; or (g) publish any results of benchmark tests run on the Software to any third party.

7. User Content

You grant Company a license to use the materials (e.g., without limitation, user comments) you post to the Site or Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content ("User Content") to the Site or Service, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use such User Content in connection with the operation of the business of Company, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat such User Content. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content, and that the posting of User Content by you does not violate the privacy rights, publicity rights, copyrights, contractual rights or any other rights of any person or entity.

8. Compliance With Intellectual Property Laws

When accessing the Site or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, "Content") in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your user account. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

9. Inappropriate Content

You shall not make the following types of Content available. You agree not to upload, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Company reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

10. Copyright Infrigement

Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any user or the Site or Service who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company's policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Company's designated agent at:

info (at) elasticbox (dot) com

11. Alleged Violations

Company reserves the right to terminate your use of the Service and/or the Site at any time, for any reason (or no reason), without prior notice or liability to you. To ensure that Company provides a high quality experience for you and for other users of the Site and the Service, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Company believes that you have violated any of the Terms of Use, furnished Company with false or misleading information, or interfered with use of the Site or the Service by others. These Terms of Use will remain in effect after your user account or access to the Service is terminated. You agree that your account is non-transferable.

12. No Warranties

COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE SITE, THE SERVICE AND THE SOFTWARE AVAILABLE "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE, THE SERVICE OR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, THE SERVICE AND THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE, THE SERVICE OR THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE, THE SERVICE OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE LICENSED HEREUNDER MAY CONTAIN DEFECTS. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS. YOU ARE FURTHER ADVISED THAT SOME OF THE CONTENT THAT WE MAKE AVAILABLE TO YOU THROUGH THIS THE SITE, THE SERVICE OR THE SOFTWARE COMES FROM 3RD PARTIES. ALL SUCH CONTENT IS PROVIDED TO YOU "AS IS." SUCH CONTENT AND YOUR USE OF IT ARE SUBJECT TO CHANGE AND/OR REMOVAL AT ANY TIME.

13. Limited Liability

COMPANY'S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICE OR THE SOFTWARE OR ANY OTHER PRODUCTS, MATERIALS OR SERVICES PROVIDED TO YOU BY COMPANY. Furthermore, in no event shall Company's total liability to you for all damages exceed the greater of (i) the total amount of fees paid by you to Company in respect of the Site, the Service or the Software for the six (6) month period ending on the date such liability arose and (ii) one hundred dollars ($100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose, and regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

14. Third Party Sites/Services

Company has no control over, and no liability for any third party websites, services or materials. Company works with a number of third parties whose Internet sites and/or services may be linked with the Site. Because neither Company nor the Site has control over the content and performance of these third party sites and/or services, Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites and/or services, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites and/or services. Similarly, from time to time in connection with your use of the Site, you may have access to content items that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content. Notwithstanding the foregoing, you acknowledge that the Service uses third party cloud computing services (e.g., without limitation, Amazon Web Services) and you agree to abide by any license terms, rules or regulations applicable to your usage of any such third party services.

15. Prohibited Uses

Company imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (d) using the Site, the Service or the Software to send unsolicited e-mails, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site, the Service or the Software; (g) posting, uploading or otherwise transmitting or linking to content that is: unlawful; threatening; harmful; abusive; pornographic or includes nudity; offensive; harassing; excessively violent; tortuous; defamatory; invasive of another's privacy, publicity, copyright, trademark, patent, trade secret, contract or other rights; false or misleading; obscene; vulgar; libelous; hateful; or discriminatory; (h) using the Site, the Service or the Software in a manner inconsistent with any applicable law; or (i) attempting, facilitating or encouraging others to do any of the foregoing. Any violation of system or network security may subject you to civil and/or criminal liability.

16. U.S. Export Controls

You agree that you will not use the Software for any purposes prohibited by any United States, state or local law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. You may not use or otherwise export or re-export the Software, except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list.

17. Indemnity

You agree to indemnify Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, the Service or the Software, your violation of these Terms of Use, your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity, or from any User Content that you post or otherwise submit on, through or in connection with the Site, the Service or the Software. Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

18. Copyright

19. Governing Law

These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts situated in San Francisco, California in all disputes arising out of or related to the use of the Site, the Service or the Software.

20. Arbitration

You agree to arbitrate all disputes and claims between you and Company. Your agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. You agree that, by entering into this these Terms of Use, you are waiving your right to a trial by jury or to participate in a class action. These Terms of Use evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms of Use. Any arbitration hereunder will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator shall be bound by these Terms of Use. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. Any arbitration hearings will take place in San Francisco County, California. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Payment of all AAA filing, administration, and arbitrator fees for any arbitration initiated hereunder will be governed by the AAA Rules. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

21. Severability Waiver

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

22. No License

Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.

23. Acknowledgement

BY USING OR ACCESSING THE SITE, THE SERVICE OR THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.