CloudArmy Terms of Service

Effective May 25, 2018

Welcome to CloudArmy. These terms and conditions and all applicable service-specific terms (“Terms of Service” or “Agreement”) govern your access to and use of any websites, mobile sites, mobile applications, products or services including Reactor™ offered by Cloud Army Network Inc. (“CloudArmy” “we” “us”) based on the plan or subscription you purchased (the “Services”).

BY ACCESSING AND USING THE SERVICES IN ANY MANNER, YOU ARE “ACCEPTING” AND AGREEING TO BE BOUND BY THESE TERMS OF SERVICE TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT UNCONDITIONALLY ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE SERVICES. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THESE TERMS SHOULD BE READ IN CONJUNCTION WITH CLOUDARMY’S PRIVACY POLICY.

Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Services.  If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.

We reserve the right, at any time, to update and change any or all of these Terms of Service, in our sole discretion, including but not limited to the fees and charges associated with the use of the Services. If we do so, we will post the modified Terms of Service on https://cloud.army (the “Site”), though we will notify you of any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes unless we are required to obtain additional consent by law unless we are required to obtain additional consent by law. If a change has a material adverse impact on you, and you have contracted and prepaid for a certain term, you may notify us within 30 days after being informed of that change that you do not agree with the change. If you do so, we will delay applying the change to you until your prepaid term ends, or, at our sole and absolute discretion, allow you to cancel your account, and we will refund any prepaid amount pro rata to you. If you use our Services after your prepaid term ends, all changes will apply to you. You are responsible for regularly reviewing the most current version of these Terms of Service, which are currently available at: https://cloud.army/terms. When we change these Terms of Service, we will modify the “Last Modified” date above.

1. Definitions

“Authorization Form” means a document issued by CloudArmy and executed or otherwise agreed upon by you, or your authorized representative that specifies, among other things, a description of the Services, the fees, the number of Credits purchased, the Term, and any other details specifically related to the Services.

“Authorized Users” means individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by you to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any CloudArmy competitor.

“Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to CloudArmy by or on your behalf in relation to the use of the Services.

“Fair Use Policy” means the limits placed on usage as described in Section 2.4.

“Credit” means the unit of measure of usage tracking as defined in each customer contract.

“Services” means services provided to you by CloudArmy based on the plan you have purchased either through an online transaction or via an Authorization Form, but excluding Third-Party Services.

“Supported Platform(s)” means the third party recruiting platforms or social networks currently supported by the Services, Amazon Mechanical Turk, Respondi, Facebook, and other Recruiter as described via the Services.

“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any instalments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).

“Third-Party Services” means products, services, applications, or websites made available by third parties through the Services (i.e., companies or people who are not CloudArmy).

2. CloudArmy Services

2.1 Services. During the Term, subject to the terms and conditions of this Agreement, and solely for your personal or internal business purposes, CloudArmy grants you and your Authorized Users a right to access and use our Services for the number of Credits purchased, and support, if applicable, in accordance with the plan you selected.

2.2 Updates and Functionalities. You acknowledge that from time to time CloudArmy may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, CloudArmy shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”). You acknowledge that the Services interoperate with several Supported Platforms, and that the Services provided are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make their programs available to CloudArmy on reasonable terms, CloudArmy may cease to provide such features to you without entitling you to refund, credit, or other compensation.

2.3 Acceptable Use. You shall (i) be responsible for your and your Authorized Users’ compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your password and username confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify CloudArmy if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you access or subscribe to in connection with the Services, including the applicable terms for Supported Platforms, such as the YouTube Terms of Service published at www.youtube.com/t/terms. You must not (a) make the Services available to anyone other than to your Authorized Users; (b) allow more than one individual Authorized User to use a Seat; (c) sell, trade, or otherwise transfer your Credits to another party; (d) use the Services to store or transmit any content that contains any personal data as defined by the General Data Protection Regulation (GDPR) except when CloudArmy explicitly requests it, or that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related systems or networks; or (i) authorize, permit, or encourage any third party to do any of the above.

2.4 Fair Use Policy. CloudArmy may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other customers of CloudArmy.

2.5 Third-Party Products and Services. You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase Third-Party Services from Supported Platforms and other third parties. When you access the Third-Party Services, you will do so at your own risk. These Third-Party Services may also allow you to store your Customer Content with the provider or operator of the Third-Party Services. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not CloudArmy. CloudArmy makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party.

2.6 Non-Exclusivity. You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict CloudArmy’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.

2.7 Recruiting Services. You may access the CloudArmy Recruiting Services (“Recruiters”) in order to recruit study respondents. The majority of the Recruiters are Third-Party Services. By using a Recruiter, you hereby agree to the privacy policy and terms of service for that Recruiter.

3. Intellectual Property

3.1 CloudArmy Services. As between you and CloudArmy, CloudArmy retains all right, title, and interest in and to the Services. These Services include test designs, reports and analysis methodologies created by you or CloudArmy. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of CloudArmy’s rights or interests therein or any other CloudArmy intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by CloudArmy. You may from time to time provide suggestions, comments or other feedback to CloudArmy with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for CloudArmy notwithstanding anything else. You shall, and hereby do, grant to CloudArmy a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

3.2 Customer Content. You grant CloudArmy a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 9.1) license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you. CloudArmy may also use Customer Content for the purpose of supporting and developing the Services, provided that when doing so, CloudArmy shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on CloudArmy any right of ownership or interest in the Customer Content or the intellectual property rights therein.

3.3 Responsibility for Customer Content. You are solely responsible for the Customer Content that you or Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and you agree that CloudArmy is only acting as a passive conduit for the online distribution and publication of the Customer Content. CloudArmy will not review, share, distribute, or reference any Customer Content except as provided herein, as provided in CloudArmy’s privacy policy, or as may be required by law.  You accept that if your customer content contains personal data in express violation of article 2.3 section d) of the terms of service, that as a passive conduit CloudArmy has no obligation to enforce your right to be forgotten and right to data portability with respect to said personally identifiable information. Notwithstanding the foregoing, CloudArmy retains the authority to remove any Customer Content uploaded that it deems in violation of this Agreement, at its sole discretion.

3.4 You warrant to CloudArmy that you have the all necessary rights to provide the Customer Content to CloudArmy and that the use by CloudArmy of the Customer Content will not infringe the intellectual property rights or any other rights of any third party.

 

4. CloudArmy Products and Fees

4.1 Purchases By Authorization Form. If an Authorization Form is issued for the purchase of Services, you agree to pay all fees as and when described per the Authorization Form(s). CloudArmy shall invoice you for the fees in the currency set forth on the applicable Authorization Form. Unless otherwise stated on the Authorization Form, all invoices shall be payable within 30 days of the invoice date. Any disputed amounts shall not affect payment of non-disputed amounts. You shall make payments to the entity and address set forth in the invoice.

4.2 Online Paid Services.  For paid Services purchased online (“Online Services”), you must provide CloudArmy with a valid credit card or other payment method  (e.g., Transferwise account) to pay for such services. Some Services may be available as a one-time purchase, and others can be purchased as a monthly or yearly subscription. You agree that CloudArmy has permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms CloudArmy retains in the future) your submitted payment information in order to process your purchase. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. CloudArmy does not support all payment methods, currencies, or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel or downgrade your account to an ad hoc account, you authorize CloudArmy to continue billing your credit card and/or Transferwise account and you remain responsible for any uncollected amounts. All applicable taxes are calculated based on the billing information you provide us at the time of purchase.

4.3 Free Trial Period. If you sign up for a free trial period for a Service that is subject to charges (the “Free Trial”), we may require you to provide us with a valid credit card or other valid payment method. Third Party Recruiting fees incurred during a Free Trial period must be paid to the Recruiting Services used. We may start charging you automatically on the first day after the Free Trial is over, unless you cancel or downgrade to an ad hoc account before the end of the Free Trial period. The Free Trial is only available to first time users of a paid Online Service.

4.4 Subscription Services; Auto-renewal and Cancellation. If you are purchasing Online Services on a subscription basis, you may have the option to purchase a monthly or a yearly subscription, which will automatically renew at the end of its applicable term. Subscriptions are billed in advance on a monthly or yearly basis (as per the option chosen when you purchased such Online Services) and are non-refundable for the subscription period they are purchased for. You agree that CloudArmy may process your credit card or other valid payment method on each monthly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you subscribed to Online Services. If your paid subscription to Online Services began on a day not contained in a subsequent month (e.g., your service began on January 30 and there is no February 30), we will process your payment on the last day of such month. You may elect to cancel or downgrade your Online Services at any time by following the steps outlined here. If you subscribed to a monthly plan, your account may immediately be downgraded to an ad hoc account, but no credit will be issued for any prepaid fees. If you subscribed to a yearly plan, the downgrade will only be effective at the end of the then-current annual billing period and no credits or refunds will be issued to you for prepaid fees. Online Services purchased for a one-time fee are not refundable.

4.5 Late Payment. If any amounts due hereunder are not received by CloudArmy by the due date, then at CloudArmy’s discretion, such charges may accrue late interest at the rate of 12% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 10 days’ written notice, CloudArmy may suspend your access to the Services if CloudArmy does not receive the amounts invoiced hereunder at the expiration of such period.

4.6 Taxes and Withholdings. You are responsible for paying all Taxes associated with your purchase of Services. If CloudArmy has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide CloudArmy with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, CloudArmy receives an amount equal to the sum it would have received had no such deduction or withholding been made.

5. Term and Termination

5.1 Term of the Agreement (“Term”). For Online Services, the term of this Agreement shall commence on the day you access the Services for the first time and shall continue until your subscription ends, or your account is cancelled and you cease using our Services.  If you purchase Services via an Authorization Form, the term of this Agreement shall commence on the day you sign the Authorization Form and shall continue until your subscription ends, or your account is cancelled and you cease using our Services.

5.2 Termination. If you violate the letter or spirit of this Agreement, abuse the Services, or otherwise create risk or possible legal exposure to CloudArmy, we can terminate or suspend your access to the Services at our sole discretion. We will use commercially reasonable efforts to notify you by email or at the next time you attempt to access your account. You may also cancel or disable Services at any time. To cancel your Services, or to request further assistance, email support@cloud.army.

5.3 Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by CloudArmy; and (iii) you will pay CloudArmy all unpaid amounts owing to CloudArmy.

5.4 Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.

6. Warranty Disclaimer

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, CLOUDARMY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLOUDARMY SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, CLOUDARMY DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOUDARMY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. CLOUDARMY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. CLOUDARMY DOES NOT CONTROL OR VET CUSTOMER CONTENT OR MENTIONS AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. CLOUDARMY IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. CLOUDARMY EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY CLOUDARMY OR ANYTHING RELATED TO CLOUDARMY, YOU MAY CANCEL YOUR CLOUDARMY ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 4.4 (AUTO-RENEWAL AND CANCELLATION) OR SECTION 5.2 (TERMINATION), AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND CLOUDARMY’S SOLE AND EXCLUSIVE LIABILITY).

7. Indemnification

7.1 Your Indemnification. You shall defend, indemnify, and hold harmless CloudArmy, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or your breach of Section 2.3 or Section 2.6; or (c) relating to, or arising from, Third-Party Services.

8. Limitation of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLOUDARMY’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE FEEDS PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. CLOUDARMY DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOUDARMY, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL CLOUDARMY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF CLOUDARMY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF CLOUDARMY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF CLOUDARMY, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF CLOUDARMY; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

9. General

9.1 Assignment. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of CloudArmy (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. CloudArmy may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. CloudArmy may also substitute, by way of unilateral novation, effective upon notice to you, Cloud Army Network Inc. for any third party that assumes our rights and obligations under this Agreement.

9.2 Export Compliance and Use Restrictions. You shall not use or access the Services if you are located in any jurisdiction in which the provision of the Services is prohibited under Canadian, U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and you shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) you are not named on any Canadian or U.S. government list of persons or entities prohibited from transaction with any Canadian or U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you shall not allow Authorized Users to access or use the Services in violation of any Canadian, U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) you shall comply with all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to Canada and the United States.

9.3 Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.

9.4 Notices. For purposes of service messages and notices about the Services, we may place a banner notice across our pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you through your CloudArmy account or through other means including email, mobile number, telephone, or delivery services including the postal service about your CloudArmy account or services associated with us. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to CloudArmy via email with a duplicate copy sent via registered mail to Cloud Army Network Inc., PO Box 2271, Abbotsford Station A, Abbotsford, British Columbia, Canada, V2T 4X2; Attention: Legal Affairs. The email address provided may be updated as part of any update to these Terms of Service.

9.5 Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

9.6 Nature of Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

9.7 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labour disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

9.8 Governing Law. This Agreement and your relationship with CloudArmy shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the province of British Columbia, Canada and shall be considered to have been made and accepted in British Columbia, Canada, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of British Columbia in Vancouver. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

9.9 Entire Agreement. The terms of this Agreement, together with any service-specific terms, any applicable Authorization Form, all exhibits, and CloudArmy’s privacy policy, constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Authorization Form, the provisions of the Authorization Form shall prevail. The terms of this Agreement will apply to all orders you submit to CloudArmy and shall supersede any additional terms, which may be incorporated in a purchase order form, or any other form you generate. Any such terms shall be null and void.

 

SERVICE-SPECIFIC TERMS

10. CloudArmy Reactor™

If you use or access CloudArmy  Reactor™, the following additional terms apply to your access to and use of such Services:

10.1 Additional Definitions.

“Studies” means studies created by you or your Authorized Users via the CloudArmy Reactor™ Platform.

“Test” means test created within studies by you or your Authorized Users via the CloudArmy Reactor™ Platform.

“Study Respondent” means a person who participates in a Study.

“CloudArmy Reactor™ Platform” means CloudArmy’s proprietary software, content, text, images, media, and other materials delivered through CloudArmy’s web platform portal.cloud.army (including successor domain names and sites) and mobile applications that enable you and your Authorized Users to create and manage Studies, including any modifications or Updates.

“Submitted Content” means all information (including personal information) and data or any other content in any media and format uploaded or entered into the Reactor Portal. In addition this includes any response data provided by Study Respondents.

10.2 Studies. You shall: (i) be responsible for the Studies, Tests and content created by you or your Authorized Users that are published and distributed by the CloudArmy Reactor™ Platform; (ii) ensure that each Study and each Test complies with all applicable privacy policies, laws, rules, and regulations.

You acknowledge and agree that: (i) the Services do not assist with compliance of the Studies with any laws, rules, or regulations; (ii) CloudArmy is not responsible or liable for the failure of any Study Respondent (or any other third party) to comply with the rules, terms, conditions, policies, or applicable laws, rules, or regulations governing any Study; (iii) CloudArmy is not liable for the content or customized display of any Study or Test and disclaim any warranty as to the completeness of the Submitted Content obtained on your behalf and displayed on any Test; (iv) you may not refer to CloudArmy nor use CloudArmy’s name, trade-marks, or trade names in connection with a Study or in the rules or materials relating to a Study, except to refer to CloudArmy’s privacy policy where required in accordance with the paragraph above; (v) if Study Respondents provide you with Submitted Content that is personal information, CloudArmy is not responsible or liable for your use or distribution of such information; and (vi) CloudArmy is not responsible for monitoring your compliance with the obligations in this Section 10.2. If you are in breach of such obligations with respect to a Study, CloudArmy may immediately suspend such Study and its Test and your access to the Services.

10.3 Submitted Content. You shall be solely responsible for the means by which you acquire or generate Submitted Content. You understand that, by using the Services, you may be exposed to Submitted Content that might be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate. Unless you create the content of the Submitted Content, Submitted Content shall not be considered “Customer Content” under any circumstances. CloudArmy has no obligation to preview, verify, flag, modify, filter, or remove any Submitted Content, even if requested to do so, although CloudArmy may do so in its sole discretion. Your use of Submitted Content is at your sole risk, and CloudArmy shall not be liable to you or any third party, including any Study Respondent, in relation to Submitted Content.

To the extent Submitted Content is used in a Study, you shall (i) require each Authorized User to be responsible for its own Submitted Content and the consequences of posting or publishing such Submitted Content; and (ii) require each  Authorized User to affirm, represent, and warrant that such Authorized User (a) owns or has the necessary licenses, rights, consents, and permissions to use and authorize you and CloudArmy to use all intellectual property rights in and to its Submitted Content and (b) has the written consent, release, and/or permission, compliant with General Data Protection Regulation (GDPR), of each and every identifiable individual person in its Submitted Content to use the name and likeness of every such person, in order to enable inclusion and use of the Submitted Content in the manner contemplated by the Study.

10.4 Responsibility for Studies and Submitted Content. You agree that the Services are only a passive conduit for the online display of Studies and Submitted Content. CloudArmy will not review, share, distribute, or reference any Studies or Submitted Content, except as provided in this Agreement, as provided in CloudArmy’s privacy policy, or as may be required by law. Notwithstanding the foregoing, CloudArmy retains the authority to remove any Submitted Content uploaded that it deems in violation of this Agreement, in its sole discretion.

10.5 Your Additional Indemnification. You shall defend, indemnify, and hold harmless CloudArmy, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that any Study or Submitted Content infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; or (b) relating to, or arising from, (i) any Study or Submitted Content, or entries to or from a Study or a Test or (ii) your breach of your obligations, representations, or warranties in Section 10.2 or 10.3 above.