CLOUDUP TERMS OF SERVICE
Effective Date: May 15, 2015
Binding Agreement. This is a binding contract ("Terms") between you and Cloudup, which is wholly owned and operated by the folks at Automattic ("we," "us," "our," "Automattic," "Cloudup"). These Terms apply whenever you use any of the sites, apps, products, or services ("Services") we offer, in existence now to created in the future. Further, we may automatically upgrade our Services, and these Terms will apply to such upgrades. By accessing or using the Services, you agree to be bound by these Terms. If you use our services on behalf of an organization, you agree to these terms on behalf of that organization. If you do not agree to these Terms, you may not use the Services.
Age Restrictions. The Services are not intended for users who are under the age of 13. In order to create an account for the Services, you must be 13 years of age or older. By registering, you represent and warrant that you are 13 years of age or older. If children between the ages of 13 and 18 wish to use the Services, they must be registered by their parent or guardian.
Your Content and Permissions. Cloudup allows you to share just about anything--files, videos, links, music, documents, code, and text ("Your Content"). Your Content is yours. Cloudup does not claim any right, title, or interest in Your Content.
You grant us a non-exclusive, worldwide, royalty free license to do the things we need to do to provide the Services, including but not limited to storing, displaying, reproducing, and distributing Your Content. This license extends to trusted third parties we work with.
Content Guidelines. You are fully responsible for Your Content. You may not copy, upload, download, or share Your Content unless you have the appropriate rights to do so. It is your responsibility to ensure that Your Content abides by applicable laws, these Terms, and with our User Guidelines. We don't actively review Your Content.
Account Security. You are responsible for safeguarding your password to the Services, making sure that others don't have access to it, and keeping your account information current. You must immediately notify Cloudup of any unauthorized uses of your account or any other breaches of security. Cloudup will not be liable for your acts or omissions, including any damages of any kind incurred as a result of your acts or omissions.
Changes to these Terms. We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will let you know, for example by posting on one of our blogs, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new Terms will take effect. If you disagree with our changes, then you should stop using Cloudup within the designated notice period. Your continued use of Cloudup will be subject to the new Terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
You can access archived versions of our policies here.
DMCA Policy. We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"). If you believe that the content of a Cloudup account infringes your copyrights, you can notify us using our DMCA complaint form. We have a policy of terminating the accounts of users deemed to be repeat infringers, in accordance with our policies. We encourage users to file a counter-notification in cases where the claim of infringement is fraudulent or invalid.
Our Intellectual Property: The Services and all materials contained therein, including, without limitation, Cloudup logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the "Cloudup Materials") are the property of Cloudup or its licensors or users and are protected by U.S. and international intellectual property laws. You are granted a personal, limited, non-sublicensable, non-exclusive, revocable license to access and use Cloudup Materials in accordance with these Terms for the sole purpose of enabling you to use and enjoy the Services.
Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Services grants you no right or license to reproduce or otherwise use any Cloudup, Automattic, or third-party trademarks.
Termination. You are free to stop using the Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you fail to comply with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services, or disrupt others' use of the Services.
Disclaimer of Warranties. Automattic makes no warranties of any kind with respect to Cloudup or your use of the Services.
Limitation of Liability. Automattic shall not have any liability for any indirect, incidental, consequential, special, exemplary, or damages under any theory of liability arising out of, or relating to, these Terms or your use of Cloudup. As a condition of access to Cloudup, you understand and agree that Automattic's liability shall not exceed $5.23.
Indemnification. You will indemnify, defend, and hold Automattic, its subsidiaries, affiliates, officers, and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees) brought by a third party arising out of or in connection with: (i) any act or omission by you, in connection with your use of Cloudup or (ii) your breach or alleged breach of any of these Terms. Automattic may, at its option, elect to take over control of the defense and settlement of a claim subject to indemnification. You agree not to settle any such claim without the prior written consent of Automattic.
Arbitration Agreement. We both agree to resolve any disputes arising out of these Terms or your use of Cloudup through final and binding arbitration. Arbitration is a less formal procedure than a lawsuit in court, with the goal of resolving disputes more quickly. We both agree to waive our rights to have our claims decided by a judge or jury. Instead, the arbitration shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with the Rules. The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to, and shall be conducted in the English language. The arbitrators' decision may be enforced in any court of competent jurisdiction. Automattic will pay all arbitration fees. The prevailing party shall be entitled to costs and attorneys' fees, but Automattic will not seek its attorneys' fees and costs in arbitration unless the arbitrators determine that your claim is frivolous.
Exceptions to Agreement to Arbitrate. Claims for injunctive or equitable relief or claims regarding intellectual property rights may be brought in any competent court without the posting of a bond.
No Class Actions. You may resolve disputes with us only on an individual basis; you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted.
Governing Law. You agree that these Terms, and your use of Cloudup, are governed by California law, in the United States of America, without regard to its principles of conflicts of law.