YOU AGREE THAT BY USING THE SITE, ANY APPLICATIONS, AND THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
When you open an account to use or access certain portions of the Site, Applications, or the Services, you must provide complete and accurate information as 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 a third party's account, user name or password at any time. You agree to notify InCloud immediately of any unauthorized use of your account, user name or password. InCloud shall not be liable for any losses you incur as a result of someone else's use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by InCloud, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else's use of your account or password.
This Site and Applications are owned and operated by InCloud, LLC. All right, title and interest in and to the materials provided on this Site and Applications, including but not limited to information, documents, logos, graphics, sounds and images (the "Materials") are owned either by InCloud or by our respective third party authors, attorneys, developers or vendors ("Third Party Providers"). Except as otherwise expressly provided by InCloud, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site or on any Applications shall be construed to confer any license under any of InCloud's intellectual property rights, whether by estoppel, implication or otherwise. See the "Legal Contact Information" below if you have any questions about obtaining such licenses. InCloud does not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by InCloud. Any rights not expressly granted herein are reserved by InCloud.
3. Limited Permission to Download.
4. DISPUTE RESOLUTION BY BINDING ARBITRATION
Please read this carefully. It affects your rights.
Most customer concerns can be resolved quickly and to the customer's satisfaction by contacting us at [email protected]. In the unlikely event that the we are unable to resolve your complaint to your satisfaction (or if InCloud has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration or in small claims court rather than in a court of general jurisdiction. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted.
You may speak with independent counsel before using this Site.
(a) InCloud and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, 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; claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising);
claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and claims that may arise after the termination of these Terms.
For the purposes of this Arbitration Agreement, references to "InCloud," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us.
Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and InCloud are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms.
(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute ("Notice") to the other party. A Notice to InCloud should be addressed to: Notice of Dispute, General Counsel, InCloud, LLC, 456 Montgomery, 7th Floor, San Francisco, CA 94104 (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If InCloud and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or InCloud may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by InCloud or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or InCloud is entitled.
You may download or copy a form to initiate arbitration from the AAA website at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820. (There is a separate form for California residents, also available on the AAA's website at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.)
Rights and Responsibilities of InCloud.
InCloud is not the publisher or author of the User Content. InCloud takes no responsibility and assumes no liability for any content posted by you or any third party.
Although we cannot make an absolute guarantee of system security, InCloud takes reasonable steps to maintain security. If you have reason to believe system security has been breached, contact us by email for help.
If InCloud's technical staff finds that files or processes belonging to a member pose a threat to the proper technical operation of the system or to the security of other members, InCloud reserves the right to delete those files or to stop those processes. If the InCloud technical staff suspects a user name is being used by someone who is not authorized by the proper user, InCloud may temporarily disable that user's access in order to preserve system security. In all such cases, InCloud will contact the member as soon as feasible.
InCloud has the right (but not the obligation), in our sole and absolute discretion, to edit, redact, remove, re-categorize to a more appropriate location or otherwise change any User Content.
Rights and Responsibilities of InCloud Users or Other Posters of User Content.
Under United States federal law, you retain copyright on all works you create and post as User Content, unless you choose specifically to renounce it. In posting a work as User Content, you authorize other members who have access to that service to make personal and customary use of the work, including creating links or reposting, but not otherwise to reproduce or disseminate it unless you give permission for such dissemination.
You grant InCloud a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, sell, distribute, and/or incorporate such content into any form, medium, or technology throughout the world without compensation to you. You have the right to remove any of your works from User Content at any time.
You are not required to provide your real name when signing up as a user of InCloud. InCloud permits anonymous or pseudonymous accounts. Any user may request that such member's email address be hidden to provide for additional privacy.
Ratings and reviews will generally be posted in two to four business days.
By submitting your email address in connection with your rating and review, you agree that InCloud may use your email address to contact you about the status of your review and other administrative purposes.
5. NO WARRANTY. THE SITE, APPLICATIONS, AND ALL MATERIALS, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SITE OR APPLICATIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, INCLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
INCLOUD MAKES NO WARRANTY THAT: (A) THE SITE, APPLICATIONS, OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SITE, APPLICATIONS, OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, APPLICATIONS, OR ANY MATERIALS OFFERED THROUGH THE SITE OR APPLICATIONS, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE, APPLICATIONS, OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS.
OBTAINING ANY MATERIALS THROUGH THE USE OF THE SITE OR APPLICATIONS IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. INCLOUD SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION. EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD INCLOUD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF INCLOUD HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF INCLOUD, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
7. Unsolicited Submissions. Except as may be required in connection with your use of InCloud Services, InCloud does not want you to submit confidential or proprietary information to us through this Site or any Applications. All comments, feedback, information or material submitted to InCloud through or in association with this Site shall be considered non-confidential and InCloud's property. By providing such submissions to InCloud you hereby assign to InCloud, at no charge, all worldwide right, title and interest in and to the submissions and any intellectual property rights associated therewith. InCloud shall be free to use and/or disseminate such submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the submissions that you provide, including their legality, reliability, appropriateness, originality and content.
8. Compliance with Intellectual Property Laws. When accessing InCloud, you agree to obey the law and you agree 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, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or 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 InCloud user account.
InCloud has adopted a policy that provides for the immediate removal of any content, article or materials that have infringed on the rights of InCloud or of a third party or that violate intellectual property rights generally. InCloud's policy is to remove such infringing content or materials and investigate such allegations immediately.
Notice. InCloud has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. The Company has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed the rights of the Company or of a third party, or otherwise violated any intellectual laws or regulations. The Company's policy is to act expeditiously upon receipt of proper notification of claimed copyright infringement to remove or disable access to the allegedly infringing content. 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 the Company to delete, edit, or disable the material in question, you must provide the Company with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing 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 the service provider to locate the material; (4) Information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and, if available, email address; (5) 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 (6) 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.
The above written information must be sent to our registered Copyright Agent:
Copyright Agent c/o InCloud, LLC 456 Montgomery St, 7th Floor San Francisco, CA 94104 [email protected]
Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a written counter-notice containing the following information to the Copyright Agent: (1) Your physical or electronic signature; (2) Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (4) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in San Francisco, CA, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at the Company's sole discretion.
10. Compliance with Export Restrictions. You may not access, download, use or export the Site, Applications, or the Materials in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the Materials are subject to the United States Export Administration Laws and Regulations and agree that none of the Materials or any direct product therefrom is being or will be acquired for, shipped, transferred or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.
11. Personal Use. The site is made available for your personal use on your own behalf.
12. Children. Minors are not eligible to use the Site or Applications and we ask that they do not submit any personal information to us.
14. Copyrights. All Site design, text, graphics, the selection and arrangement thereof, Copyright ©, InCloud, LLC ALL RIGHTS RESERVED.
15. Trademarks. InCloud, InCloudCounsel.com, the "cloud document" logo, all images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of InCloud. All other trademarks, product names and company names or logos cited herein are the property of their respective owners.
16. Attorney Access Services; Use of Term "Experience." The term "experience" or "experienced," as used on the Site, Applications, and in other communications in reference to third party attorneys participating in InCloud's legal plans or other attorney access services means that the legal plan primary handling partner of each law firm fulfills the following: (a) possesses a minimum of five years' experience practicing law, (b) maintains errors and omissions insurance policies consistent with industry standards, (c) is in good standing with the state bar in each jurisdiction in which the attorney is licensed to practice, (d) has no pending malpractice lawsuit, as of the date of joining one of InCloud's legal plans, and (e) has no public record of discipline by a state bar within the last five years. The term "experience" or "experienced" is not intended to be a comparison to any other attorney's services or qualifications.
17. Use of Testimonials and Media Endorsements. The media hosts on the Site may endorse InCloud as paid spokespeople in our advertising campaigns.
18. Inquiries. BY USING INCLOUD'S SERVICES OR ACCESSING THE INCLOUD SITE OR APPLICATIONS, YOU ACKNOWLEDGE AND ACCEPT THAT SUBMITTING YOUR TELEPHONE NUMBER TO INCLOUD VIA THE INCLOUD SITE OR APPLICATIONS CONSTITUTES AN INQUIRY TO INCLOUD, AND THAT INCLOUD MAY CONTACT YOU AT THE NUMBER SUBMITTED EVEN IF SUCH NUMBER APPEARS ON ANY STATE OR FEDERAL DO NOT CALL LISTS (TAKING INTO ACCOUNT INQUIRY EXCEPTION TIME FRAMES AS APPROPRIATE).
19. Right to Refuse. You acknowledge that InCloud reserves the right to refuse service to anyone and to cancel user access at any time.
Updated September 10, 2014