Terms

Current as of February 15, 2016

WELCOME TO CLOUDPWR, LLC.
CLOUDPWR, LLC including its employees, directors, officers, agents, vendors and suppliers (“CLOUDPWR”, “us”, “our”, and “we”) provides and enables cloud based services via an online platform, site and service, which includes its proprietary SaaS service known as AIRLIFT, collectively “AIRLIFT, the “Platform” or the “Service”.

AGREEMENT.
In order to use AIRLIFT you (“you”, “your” or “user(s)”) must agree to BOTH these terms of use (“Terms”) and our privacy terms (“Privacy Policy”) by clicking “I AGREE” demonstrating your acceptance of these Terms and our Privacy Policy. We may modify any part of our Agreement at any time. You are responsible for periodic review, acknowledging that your continued use of AIRLIFT will constitute ongoing acceptance and agreement to these Terms, our Privacy Policy and the applicable laws of the State of Washington, collectively known as the “Agreement”. If you are using AIRLIFT on behalf of company, a public entity, governmental or administrative body or other legal entity (“Entity”), you represent that you have the authority to bind the Entity, in which case the terms you (“you”, “your” or “user(s)”) shall refer to the Entity. If you do not have this authority or if you do not agree with these Terms or Privacy Policy, you must not accept our Agreement and may not use AIRLIFT.

PRIVACY POLICY.
The terms of our Privacy Policy are critical to your use of AIRLIFT and must be agreed to as a condition of your use of AIRLIFT. Please go to www.cloudpwr.com/privacy-terms/ to review and accept our Privacy Policy.

CLIENT AND CLIENT INFORMATION.
Our clients, those who have contracted with us to use AIRLIFT include governmental entities, administrative bodies and companies (“Client” or “Service Provider”). The content and information presented, utilized, transmitted and made available by our Clients when using AIRLIFT include data, text, forms, files, graphics, images, audio, video, or other content (“Client Information”). Client Information is uploaded and compiled from a variety of private, public and governmental sources to provide services including registration, signing and tracking for certain initiatives and programs (“Service”). You use of Client Information is voluntary. We do not validate, review, edit, approve or claim responsibility for any Client Information or the performance of any Service.

USER DATA AND USER INFORMATION.
To the extent, you personally provide, make available, upload, or share “User Information” as defined in the Privacy Policy, you acknowledge and agree you have the authority and are solely responsible for such information. We cannot, nor do we validate, review, edit, approve or claim responsibility for any User Information. We do not endorse and are not responsible for the accuracy, timeliness or truthfulness of User Information. In addition to User Information, we collect “User Data” as defined in the Privacy Policy. For purposes of privacy and treatment of User Data and User Information (collectively “UDI”), please review the Privacy Policy at www.cloudpwr.com/terms/.

CLOUDPWR LICENSE.
Pursuant to your acceptance of the Agreement, we will grant you a non-exclusive, personal, revocable, limited license to use AIRLIFT for the Service offered (“License”). This License is conditioned on your acknowledgement that all rights (including all intellectual property rights), title and interest in and to AIRLIFT are owned solely and exclusively by CLOUDPWR. All rights not expressly granted to you are retained by CLOUDPWR. You may not reproduce duplicate, copy, sell, resell, or otherwise exploit or make AIRLIFT accessible for any purpose without express written consent of CLOUDPWR.
USER LICENSE, TERMINATION.
Your acceptance of our Agreement includes your grant to CLOUDPWR of a non-exclusive, worldwide, royalty-free and license to use, copy, transmit, and reproduce UDI. We reserve the right, to terminate this Agreement and/or your access to AIRLIFT at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind, such termination. In the event of termination, all rights and licenses granted shall terminate and revert to CLOUDPWR. Notwithstanding the foregoing, upon termination, the handling of UDI is may be subject to our obligations (e.g. destroy, back-up, restore) agreed to between CLOUDPWR and Client as it concerns providing the Service. For details on opt-out, retention and destruction of UDI see our Privacy Policy at www.cloudpwr.com/terms/.

THIRD PARTY SITES.
At times, we may provide links to third party sites as part of AIRLIFT. CLOUDPWR is not responsible for content from such sites. Your use of third party sites including the treatment of data and information you provide are subject to the terms of use and privacy policies that apply to such site. You must review the terms of use and privacy policies for those sites you access so that you understand how your data and information is handled. CLOUDPWR does not endorse, approve or certify and makes no warranties, representations or guarantees for the correctness, sufficiency, completeness or efficacy of the data and information provided or accessed on such sites. Please see Privacy Policy at www.cloudpwr.com/privacy-terms/ for how we treat third party data.

ACCEPTABLE USE: THINGS YOU CANNOT DO.
Your use of AIRLIFT is limited in nature and scope. You are responsible for all activity that occurs with respect to your License, account and use of AIRLIFT. The following are examples of things you cannot do as it concerns AIRLIFT or the Service:
You Must Not:

  • • Share your account information (except with an authorized account administrator); or use another person’s account or credentials.
  • • Copy, distribute or disclose any part of AIRLIFT, or website in any medium, including without limitation by any automated or non-automated “scraping” functionality. Along these same lines you cannot use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access AIRLIFT in a manner that sends more request messages to our servers than a human (no androids allowed) can reasonably produce in the same period of time by using a conventional on-line web browser.
  • • Copy, modify, host, stream, sell, lease, loan, distribute, transfer, or sublicense any content or Information or part of AIRLIFT for any reason.
  • • Use AIRLIFT for activities, which are in violation or are non-conforming with any law or regulation; nor upload invalid data, viruses, worms or other software agents through AIRLIFT.
  • • Engage in behavior that violates anyone’s intellectual property rights which includes all copyright, moral rights, trademark, patent, trade secret, unfair competition, right of privacy, right of publicity, or other proprietary rights.
  • • Attempt to interfere with, compromise the integrity of the system or its security, or decipher any transmissions to or from the servers running AIRLIFT, or cause and unreasonable or disproportionately large load on our network or infrastructure.
  • • Use any data mining or similar data gathering and extraction methods in connection with AIRLIFT, collect, or harvest any personally identifiable information or other regulated data including account names.
  • • Use AIRLIFT to construct any kind of database or access or attempt to access AIRLIFT by any means other than the interface we provided, or circumvent any access or use restrictions put into place to prevent certain uses of AIRLIFT.
  • • Impersonate any person or entity or misrepresent your affiliation with a person or entity using AIRLIFT.

INTELLECTUAL PROPERTY: COPYRIGHT, TRADEMARKS AND PATENT.
AIRLIFT contains proprietary technology and includes trade secrets (and may include inventions for which a patent may be, has been applied for or issued) or is proprietary to a third party from whom we have obtained the right to make it available. All copyrights, patents (pending), trade secrets, and any other intellectual property rights related to AIRLIFT, including all applications and registrations with respect thereto, and related to all copies, partial copies, adaptations, additions, collective works, compilations, derivative works, enhancements, modifications, and translations of AIRLIFT, will remain in or are assigned to CLOUDPWR. The names and marks of CLOUDPWR including AIRLIFT are the proprietary and copyrighted property of CLOUDPWR protected by United States copyright laws and international treaties and may not be used, in whole or in part, without the prior written permission of CLOUDPWR any use other than for the Service without the prior written permission from us is strictly prohibited. All other trademarks, registered trademarks, company names, product or service names are either trademarks or registered trademarks of their respective owners. We respect the intellectual property rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).

CONFIDENTIALITY.
You agree not to disclose our non-public information, including any software and documentation (“Proprietary Information”) to anyone without our written consent. You may disclose this information to those who have a need to know conditioned they are bound by a written agreement with confidentiality provisions no less stringent than what you would require if providing your information directly to a third party.

FEEDBACK.
You agree to inform us of any functional flaws, errors, anomalies, and problems known to or discovered with respect to AIRLIFT and provide us with feedback, ideas, suggestions for modifications or improvements, and the like in connection with AIRLIFT (“Feedback”). All Feedback will be the sole and exclusive property of CLOUDPWR and you will agree to release any rights or interests claimed as it relates to all Feedback.

WARRANTIES AND DISCLAIMERS.
Your acceptance of our Agreement includes the following warranties and representations: (i) You are responsible for the accuracy, quality, integrity and legality of all UDI; (ii) You will use commercially reasonable efforts to prevent unauthorized access to or use of AIRLIFT and notify us promptly of any such unauthorized access or use; (iii) You understand and acknowledge that we have no obligation to review, monitor or manage any UDI; (iv) You will use AIRLIFT only for the intended purpose and in accordance with applicable laws, rules and regulations, including those presented in the section titled “Acceptable Use”; (v) You are responsible for all of activities that occur as a result of your use of AIRLIFT; and (vi) You agree you will not use AIRLIFT for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy, data privacy or other rights. AIRLIFT IS PROVIDED ON “AS IS” BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. SPECIFICALLY, CLOUDPWR DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF AIRLIFT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA; (B) AIRLIFT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) YOU WILL BE APPROVED, ACCEPTED OR AUTHORIZED FOR ANY PURPOSE; (D) ANY STORED DATA OR INFORMATION WILL BE ACCURATE OR RELIABLE; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THAT AIRLIFT SHALL BE AVAILABLE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLOUDPWR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY.
IN RETURN FOR YOUR USE OF AIRLIFT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSS THAT RESULTS FROM YOUR USE OF AIRLIFT INCLUDING ANY DOWNLOADS OR USE OF INFORMATION. IN NO EVENT SHALL CLOUDPWR OR ITS OFFICES, DIRECTORS, SHAREHOLDERS, OR EMPLOYEES, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHER FORM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF CLOUDPWR, OR THE INFORMATION CONTAINED IN, OR ACCESSED THROUGH CLOUDPWR; OR ANY DENIAL, REJECTION, NON-APPROVAL, NON-ISSUANCE OR OTHER NEGATIVE RESULT AS IT CONCERNS THE PURPOSE FOR WHICH AIRLIFT IS BEING USED. OUR TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF AIRLIFT IS LIMITED TO U.S. $100. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE AMOUNT AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

INDEMNIFICATION.
You remain solely liable for your use of AIRLIFT including all UDI you upload or transmit using AIRLIFT. You agree to indemnify and hold harmless CLOUDPWR, and its officers, directors, employees, owners from any claim, action, demand, loss, or damages (including attorneys’ fees) made or incurred by a party including any third party arising out of or relating to your conduct, your violation of the Agreement, your use of AIRLIFT or your violation of any rights of a third party, law, regulation or policy.

COMPLIANCE WITH LAWS & REGULATIONS.
Notwithstanding the warranties above, you warrant and represent that your use of AIRLIFT will comply with all laws, regulations and policies, including state, federal as well as global laws and regulations and those laws and regulations, which may be specific to an industry or location. Notwithstanding any other indemnification obligations in these Terms, you agree to indemnify and hold CLOUDPWR harmless from any fines, penalties, losses, claims of damages, including attorneys’ fees which result from your breach of any part of these warranties.

NETWORK DELAYS.
AIRLIFT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLOUDPWR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, TIMELINESS, INCORRECT DETERMINATION OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

ILLEGAL CONTENT: INVESTIGATIONS & DISCLOSURES.
As stated, we do not review UDI, but we may use available technologies or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing, or keywords that indicate adult content has been posted outside of the adult wall). We may access or disclose UDI about you, or your use of AIRLIFT: (i) when it is required by law (such as when we receive a valid subpoena or search warrant); (ii) to respond to your requests for customer support; or (iii) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.

LAW & JURISDICTION.
The Agreement and any legal actions or proceedings relating to your use of AIRLIFT are governed by and construed in accordance with the laws of the state of Washington, U.S.A. You agree that any suit, action, or proceeding at law or in equity arising out of or relating to the Agreement or your use of AIRLIFT shall be filed only in U.S. District Court for the Western District of Washington located in Seattle, Washington, U.S.A., and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any such suit, action, or proceeding. Notwithstanding the foregoing, you agree that for all concerns or disputes about AIRLIFT, you shall (first) try to resolve the dispute informally by contacting us. In the event the concern or dispute is not resolved within thirty (30) days of your notice to us, you agree that we will resolve any claims relating to the Agreement or AIRLIFT through final and binding arbitration, (except that you may assert claims in small claims court if your claims qualify). For all matters under arbitration, you agree the following shall control: (i) JAMS will administrate the arbitration in Seattle, King County, Washington pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties; (ii) you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action; and (iii) notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of AIRLIFT or UDI in violation of the Agreement you agree we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction and do so without having to post a bond.

REMAINING LEGAL STUFF.
Upon expiration or termination of the Agreement, any licenses you have granted, all your warranties, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these Terms shall survive. We may give notice by means of electronic mail to your email address on record (account information), or by written communication sent by first class mail or pre-paid post to your address if known. You may give notice to us (such notice shall be deemed given when received by us) at any time by contacting us as at info@cloudpwr.com or by sending us a written message via US Mail to the following: PO Box 7906 Tacoma, WA 98403. As always, you can reach us at 866-586-6138. The Agreement (these Terms, the Privacy Policy and any applicable laws) constitute the entire agreement between you and us regarding your use of AIRLIFT and supersede any prior agreements between you and us relating to AIRLIFT. You may not assign or otherwise transfer these Terms or your rights and obligations under these Terms, in whole or in part, without our written consent and any such attempt will be void. If a particular term is not enforceable, the unenforceability of that term will not affect any other term. Our failure to enforce or exercise any term is not a waiver of that term.

CHANGES AND UPDATES.
From time to time, we may revise these Terms. To help you stay current of any changes, we note above, the date these Terms were last updated. Users can send an email to info@cloudpwr.com or can visit the following URL: http://www.cloudpwr.com/contact/

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Copyright © 2017. cloudPWR, LLC. All Rights Reserved.
cloudPWR™ and AIRLIFT® are registered trademarks.
PO Box 7906 Tacoma, WA. 98417 USA