CLOUPIA INC. | TERMS OF USE

Legal Agreement

Thank you for using the Cloupia Inc. (“Cloupia”) product Unified Cloud Controller Tool (the “Product”). These Terms of Use apply to all users of the Product (“Users”), and constitute a binding, legal agreement (“Agreement”) between User and Cloupia Inc..
Please read all the terms and conditions of this Agreement carefully and indicate your acceptance by clicking the “I ACCEPT” button at the end of this Agreement. By clicking the “I ACCEPT” button below or otherwise using the Site, you agree to be bound by the terms and conditions of this Agreement, and you represent and warrant that you have full power, authority and legal capacity to enter into this Agreement. Please contact Cloupia at info@cloupia.com if you have any questions about this Agreement.

License
This License sets forth User's rights to use the software provided through the Virtual Appliance (the "Software"), related content (the "Content"), and all associated documentation (the "Documentation"), all of which are the proprietary and copyrighted material of Cloupia. Collectively, the Software, Content, and Documentation are referred to in this Agreement as the "Licensed Product." Upon receipt of the applicable license fee, Cloupia grants to User the non-exclusive, non-transferable right to use the Licensed Product solely for User’s benefit.

Proprietary Rights

Cloupia and its suppliers own all proprietary rights, including all patents, copyrights, and trademarks, in and to the Site and the Licensed Product. The Software source code and related proprietary information and trade secrets are not licensed to User, and any modification, addition or deletion is strictly prohibited. User agrees to take all reasonable steps to prevent unauthorized disclosure, use or copying of the Licensed Product. Cloupia reserves all rights not expressly granted to User. User agrees not to modify, copy, distribute, reverse engineer, disassemble, decrypt, or decode any of the Licensed Product. The trademarks CLOUPIA and CLOUDSENSE are the trademarks of Cloupia, Inc. Other trademarks used on the Site are the property of their respective owners.

General User Obligations

You warrant and agree not to:
Use the Product in any way that is in furtherance of criminal, fraudulent, or other unlawful activity
Impersonate any other person or entity, or misrepresent your affiliation with any other person or entity
Engage in any spamming or flooding
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or e-mail transmitted through the Product
Interfere with or disrupt the Site or servers or networks connected to the Product, or disobey any requirements, procedures, policies or regulations of networks connected to the Product
Violate any applicable local, state, national or international law or regulation in connection with your use of the Product
International Users

Cloupia makes no representation or warranty that the Licensed Product is appropriate or available at other locations outside of the United States. User may not use the Site or export the Licensed Product in violation of U.S. export regulations.
Disclaimers
All Licensed Products provided or offered are provided or offered on an “as-is”, “as-available” basis, without representation or warranty of any kind by Cloupia, including but not limited to the implied warranties of merchantability, noninfringement and fitness for a particular purpose. Without limiting the prior sentence, CLoupia does not warrant the quality, accuracy, completeness, or currentness of any content or information sold or provided through the Site.

Limitation of Liability:

In no event shall Cloupia or any of its officers, employees, affiliates, or agents be liable to you or anyone else for any direct, special, consequential, indirect, cover, punitive, incidental or other damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of the Licensed Product, or any transaction entered hereunder, whether in contract, tort or otherwise, even if Cloupia or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages. Any action under this Agreement must be commenced within one (1) year after such cause of action accrues.

Term

This Agreement is effective until terminated. Cloupia may terminate or suspend this Agreement immediately if in Clouias’ sole judgment User breaches any of the terms and conditions of this Agreement. All provisions of this Agreement relating to payment, disclaimers, limitation of liability, confidentiality, and Cloupias’ proprietary rights shall survive termination or expiration of this Agreement.
Miscellaneous

This Agreement constitutes the entire, final and exclusive agreement between the parties and supersedes any and all other prior or contemporaneous oral or written representations or agreements between the parties relating to the subject matter hereof. No amendments or modifications of this Agreement may be made except as set forth in the Agreement and Amendments section below or in a writing, signed by both parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

User shall have no right to assign this Agreement or any of User's obligations hereunder. Cloupia may assign this Agreement and any of its rights hereunder to third parties.

The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.

Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

This Agreement is governed by the laws of the State of California, without regard to its choice of law provisions. The parties agree that any dispute involving Cloupia related to this Agreement or the Site that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The location of the arbitration shall be California, USA The decision of the arbitrator shall be legally binding and shall be enforceable in any court of competent jurisdiction.

This Agreement does not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever.
Agreement and Amendments

By completing the registration process, clicking the “I accept the terms in the license agreement” button, and using the Product, you are indicating that you are 18 years old or older and are agreeing to all of the terms in this User's Agreement. You may print and keep a copy of this Agreement.