Cloud Effective’s Terms of Use Agreement

Welcome to CloudEffective.com, cloud-based software as a service dedicated to turning ideas into results. CloudEffective.com is owned and operated by Cloud Effective, Inc. (“Cloud Effective,” “we” or “us”). The purpose of this document is to define the terms by which users (“you,” “your company,” “your teams”) may utilize services provided by Cloud Effective (“Service”). Using or accessing Cloud Effective websites, applications, software, and services, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement (“Agreement”). Terms governing paid services provided to companies or individuals may be outlined in separate agreements. Still, upon logging into individual accounts, each User of Cloud Effective, whether using the paid or free Service, thereby agrees to these terms as well.

We reserve the right to amend this Agreement at any time and without notice. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If, at any time, you do not agree to any of our Terms of Use, do not log in to access the Service. In that case, please contact us immediately to discuss all concerns. This Agreement applies to all visitors, users, and others who access the Service (“Users”).

Use of Cloud Effective Services

Cloud Effective services provide a comprehensive set of tools to manage Goals, Deliverables, Projects, and Tasks within a unified, cloud-based environment accessible from any connected device.

Cloud Effective grants permission to use the Service as outlined in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.

You will need to register with Cloud Effective and create a “Member” account. Your account gives you access to the services and functionality that we may establish and maintain from time to time and at our sole discretion.

You may never use another Member’s account without their explicit permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Cloud Effective immediately of any breach of security or unauthorized use of your account. Cloud Effective will not be liable for your losses caused by any unauthorized use of your account. However, you shall be liable for the losses of Cloud Effective or others due to such unauthorized use of your account.

You may use your Account Profile to control your Member Profile. By providing Cloud Effective your email address, you consent to our using the email address to send you Service-related and App-related notices, including any notices required by law, in lieu of communication by postal mail.

You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Cloud Effective servers than a human can reasonably produce in the same period via a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.

Cloud Effective may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Cloud Effective’s sole determination, you violate any of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with a non-Network email address, (vii) failure to pay, (viii) inactivity exceeding twelve months. Upon termination for any reason, you continue to be bound by this Agreement.

Cloud Effective reserves the right to offer alternative and/or additional Services to certain administrative users that may not be offered to general Users. You acknowledge that Cloud Effective may charge a fee for the use of any Services, provided that Cloud Effective notifies you of any such fee before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. In the event that you have elected to receive additional services for a fee, and you fail to pay such fee within thirty (30) days, then in addition to all other remedies available to Cloud Effective, Cloud Effective may immediately cease providing all such additional services.

User Content

Some areas of the Service may allow Users to post feedback, comments, questions, data, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service. You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Cloud Effective will not review, share, distribute, or reference any such User Content except as provided herein or in our Privacy Policy or as may be required by law. Absent a Team Administrator (as defined below), all such User Content is owned by the User who posted it to the Service, although each User acknowledges and consents that upon the introduction of a Team Administrator into that User’s Team, all related User Content will automatically become the property of the company to which the Team belongs without any notice to Users of that Team. If a Team has a Team Administrator, all such User Content is the property of the company to which the Team belongs. In either case, Cloud Effective does not have, nor does it claim, any ownership rights in any User Content. Also, Users should note that if you are no longer an eligible member of a team (e.g., you cease to be employed by the relevant company), your access to all User Content you uploaded may be terminated, regardless of whether the Team has a Team Administrator. Once a User is removed from a Team, the Content of that User remains on the Team and is the sole property of the company which administers that Team.

By utilizing the Service, you agree to have the domain portion of your email address (“@yourcorp.com”) and/or the company, school, or organization name represented by such domain portion of your email address, listed on the Cloud Effective website in a company directory listing (“Directory”).

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or Content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or Content that is illegal; (vi) includes any information or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or (vii) contains any information or Content that you know is not correct and current. You agree that any User Content you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity, and privacy. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Cloud Effective takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Cloud Effective is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable. You agree that Cloud Effective shall not be liable for any damages you allege to incur as a result of such User Content.

You are solely responsible for your interactions with other Cloud Effective Users. We reserve the right but have no obligation to monitor disputes between you and other Users.

Team Administration

Each Team (company or individual) may have one or more persons who are responsible for overseeing the use of and monitoring the Content posted to the Team (the “Team Owner”). Premium services may have a designated user that has the authority to administer all teams (the “Teams Administrator”). Teams may exist on the Service absent a Teams Administrator; in such case, Users are responsible for conducting themselves in accordance with this Agreement.

From time to time, Users may be asked to confirm their account on the Team via an email message containing a hyperlink to the User’s Team email address. If such an account is not reconfirmed, the account is removed. Once a User is removed from a Team, the Content of that User remains on the Team and is the sole property of the company which administers that Team.

Users should follow their particular organization’s policies, guidelines, and procedures concerning the Content they post to the Service. Users may delete their own User Content from the Team so long as they are a Contributor to that Team. Team Owners and Team Administrators may delete the User Content of one or more Users in their Team.

Individual Users may create a team to segment the audience for certain User Content (“Team”). Each Team may have one or more Owners. A Team may be designated as open to any User in a company (a “Public Team”), or a Team may be limited to certain Users in a Team with membership subject to the approval by the Team Owner(s) (a “Private Team”). A Team Owner may add or remove Users to that particular Team. Though Users may establish a Private Team, User Content posted within a Private Team on a company domain is owned by that company. If the company has a designated Teams Administrator, that User (the Admin) may add and remove users from all company teams.

Mobile Use

Users may elect to receive regular short message service (“SMS”) alerts of new Cloud Effective content through mobile telephone device carriers that may be supported via Cloud Effective SMS. Standard text messaging rates and other charges from a User’s carrier may apply.

Cloud Effective does not warrant that the text messaging service will be uninterrupted or error-free. We shall not be liable for any delay in performing or failure to perform any obligation hereunder by circumstances beyond our reasonable control, including (without limitation) any technical problems beyond the control of Cloud Effective such as (for example) defects, congestion or failures of capacity or otherwise in the public data or telephone or mobile carrier network or caused by atmospheric interference, your mobile device being turned off for an extended period so that messages are not retained, or your being unable to obtain mobile network coverage or internet access.

License Grant

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. Cloud Effective reserves all rights not expressly granted herein in the Service and the Cloud Effective Content (as defined below). Unless Cloud Effective has agreed otherwise with respect to a Corporate Team, Cloud Effective may terminate this license at any time for any reason or no reason.

Our Proprietary Rights

Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Cloud Effective Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Cloud Effective and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights. Loggint into your account indciates you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or Content accessible on the Service. Use of the Cloud Effective Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to, or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Cloud Effective under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Cloud Effective does not waive any rights to use similar or related ideas previously known to Cloud Effective, or developed by its employees, or obtained from sources other than you.

Eligibility

This Service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Service by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. Cloud Effective may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13. If you are under 18 years of age you may use the Service only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

Privacy

We care about the privacy of our Users. Click here to view our Privacy Policy. By using the Service, you are consenting to have your personal data transferred to and processed in the United States.

Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration, or disclosure. Details about such measures are available here. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.

Additional Representations & Warranties

You shall be solely responsible for your own User Content and the consequences of posting or publishing. In connection with User Content, you affirm, represent, and warrant, in addition to the other representations and warranties in this Agreement, the following:

1. You are at least 18 years of age, or if you are under 18 years of age, you are either an emancipated minor or possess legal parental or guardian consent and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties outlined in this Agreement, and to abide by and comply with this Agreement.
2. You have the written consent of each and every identifiable natural person in your Team to use such person’s name or likeness in the manner contemplated by the Service and this Agreement. Each such person has released you from any liability that may arise concerning such use.
3. Your User Content and Cloud Effective’s use thereof as contemplated by this Agreement and the Service will not infringe any third party’s rights, including but not limited to any Intellectual Property Rights, privacy rights, and rights of publicity.
4. You have the full power and authority to enter into this Agreement and to the extent that any entity is bound hereby, to bind such entity, this Agreement and performance of obligations under this Agreement do not and will not violate any other agreement to which you or such entity is a party. This Agreement constitutes a legal, valid, and binding obligation of you or any such entity.

Third-Party Websites, Advertisers, or Services

Cloud Effective may contain links to third-party websites, advertisers, or services that are not owned or controlled by Cloud Effective.

Cloud Effective has no control over and assumes no responsibility for, the Content, privacy policies, or practices of any third-party websites or services. If you access a third party website from Cloud Effective, you do so at your own risk, and you understand that this Agreement and Cloud Effective’s Privacy Policy do not apply to your use of such sites. You expressly relieve Cloud Effective from any and all liability arising from your use of any third-party website or services or third-party owned Content. Additionally, your dealings with or participation in promotions of advertisers found on Cloud Effective, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Cloud Effective shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. We encourage you to be aware of when you leave the Service and to read the terms and conditions and privacy policy of any third-party website or Service that you visit.

Indemnity

You agree to defend, indemnify and hold harmless Cloud Effective and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; (vi) failure to complete to your satisfaction any goal, project, task, or communication set forth in the Service, or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CLOUD EFFECTIVE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

CLOUD EFFECTIVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CLOUD EFFECTIVE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CLOUD EFFECTIVE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOUD EFFECTIVE, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CLOUD EFFECTIVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUD EFFECTIVE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CLOUD EFFECTIVE, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CLOUD EFFECTIVE HEREUNDER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CLOUD EFFECTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Certain Business Terms may provide slightly different rights to the parties thereto, but any such Business Terms do not change the rules applicable to Users covered by the foregoing.

The Service is controlled and operated from its facilities in the United States. Cloud Effective makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S.

Assignment

This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you. Still, they may be assigned by Cloud Effective without restriction.

1. Governing Law. You agree that: (i) the Service shall be deemed solely based in Washington State; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Cloud Effective, either specific or general, in jurisdictions other than Washington State. This Agreement shall be governed by the internal substantive laws of Washington State, without respect to its conflict of laws principles. Any claim or dispute between you and Cloud Effective that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Clark County, Washington State.
2. Notification Procedures. Cloud Effective may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Cloud Effective in our sole discretion. Cloud Effective reserves the right to determine the form and means of providing notifications to our Users provided that you may opt-out of certain means of notification as described in this Agreement.
3. Entire Agreement/Severability. This Agreement, together with any other legal notices and agreements published by Cloud Effective via the Service, shall constitute the entire Agreement between you and Cloud Effective concerning the Service (although the owner of the Team may also have agreed to be bound by the Business Terms). If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
4. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Cloud Effective’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Contact Information

We welcome your feedback. If you have questions about Cloud Effective’s privacy policy, or if you have other technical or other customer support questions, please contact us at Info@CloudEffective.com