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CloudesireTerms of Service

This Terms of Service (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between Cloudesire.com S.r.l. (“CLOUDESIRE,” “we,” “us,” or “our”) and you or the entity you represent (“you”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the “Service Offerings” (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
Please see Section 14 for definitions of certain capitalized terms used in this Agreement.

 

Introduction: the Marketplace
Intro.1) The CLOUDESIRE Marketplace is a venue operated by CLOUDESIRE that allows Content to be offered, sold, and bought. Content may be sold by CLOUDESIRE or a third party (also known as “Seller”), and the party offering or selling the Content may specify separate terms and conditions and privacy policies for the use of the Content. If the Content is offered or sold by a third party, that party will be the seller of record for the Content. CLOUDESIRE is not a party to the terms with respect to Content offered or sold by third parties. Any Content of third parties offered through the CLOUDESIRE Marketplace constitutes “Third Party Content” under the Agreement. While CLOUDESIRE may help facilitate the resolution of disputes between you and third parties, CLOUDESIRE is not responsible for Third Party Content and has no control over and does not guarantee the quality, safety or legality of items advertised, the truth or accuracy of Third Party Content or listings, or the ability of sellers to offer the Content.

Intro.2) Except to the extent Content is provided to you under a separate license that expressly states otherwise, neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any Content, (b) reverse engineer, disassemble, or decompile the Content or apply any other process or procedure to derive the source code of any software included in the Content, (c) resell or sublicense the Content, (d) transfer Content outside the Services without specific authorization to do so, or (e) tamper with or circumvent any controls or make unauthorized copies of the Content.

Intro.3) CLOUDESIRE may stop providing the Marketplace (or any features of or listings within the Marketplace) to you at CLOUDESIRE’s sole discretion, without prior notice to you. In addition, CLOUDESIRE may disable or remove Content already purchased, if CLOUDESIRE determines in its sole discretion that the Content may violate any CLOUDESIRE policies or any other regulations, policies or laws.

Intro.4) You authorize CLOUDESIRE, its affiliates, and its third-party payment processors and any service providers to charge the payment method you select in your CLOUDESIRE account for Content that you purchase into the Marketplace. This may include one-time payments as well as recurring payments. A “recurring payment” is a payment that occurs at the specified intervals and amounts provided at the time of purchase (e.g. annually or monthly). The applicable fees and billing periods for the Content are listed on the confirmation screen when you place your order. Your authorizations will remain until cancelled. You may cancel your subscriptions at any time by logging into your dashboard on the CLOUDESIRE Marketplace. Unless we specify otherwise, only valid credit cards or valid PayPal accounts may be used to purchase a recurring payment subscription.

 

1. Use of the Service Offerings
1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements may apply to certain Service Offerings. You will adhere to all laws, rules, and regulations applicable to your use of the Service Offerings, including the Service Terms, the Acceptable Use Policy and the other Policies as defined in Section 14.

1.2.1 Your Account. To access the Services, you must create a CLOUDESIRE account associated with a valid e-mail address. Unless explicitly permitted by the Service Terms, you may only create one account per email address . You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 7.

1.2.2 Type of Accounts. You have available 2 types of accounts in accordance with this Agreement: you can distribute, sell, monitor the shelf-life of your Services (“Thir Party Content Provider” or “Seller” Account), or you can buy one or more Services made available through our Service Offerings (“Customer” or “End User” or “Buyer” Account)

1.3 Support to You. If you would like support for the Services other than the support we generally provide to other users of the Services without charge, you may enroll for customer support in accordance with the terms of the CLOUDESIRE Support Guidelines.

1.4 Third Party Content. Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.

1.5 Access to Service Offerings. CLOUDESIRE Marketplace is made available in as-a-Service mode. Access will be granted “in hosting” through URLs; protected credentials (Unique Username and Password) will be provided to all registered users.

 

2. Changes
2.1 To the Service Offerings. We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.

2.2 To the APIs. We may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).

2.3 To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.

 

3. Security and Data Privacy
3.1 CLOUDESIRE Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

 

4. Your Responsibilities
4.1 Your Content. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. Your Applications are part of Your Content. For example, you are solely responsible for:
(a) the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service;
(b) compliance of Your Content with the Acceptable Use Policy, the other Policies, and the law;
(c) any claims relating to Your Content; and
(d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that You violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.

4.2 Other Security and Backup. You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. CLOUDESIRE log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

4.3 End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Service Offerings.

4.4 End User Support. You are responsible for providing customer service (if any) to End Users, relating to Your Content. We do not provide any support or services to End Users other than relating to our Service Offerings, unless we have a separate agreement with you or an End User obligating us to provide support or services.

4.5 Parity rates. The Seller grants and warrants to CLOUDESIRE that the commercial and economic terms of any Service offered under this Agreement will always be at least as favourable as the conditions applied for the similar services purchased in similar volume and for a comparable offer by any other Buyer across any other channel over the previous twelve (12) month period. Should Supplier apply more favourable commercial and economic conditions to any Buyer different from the ones available into the Marketplace, then the Seller shall provide the same pricing conditions within the Marketplace.

4.6 Content descriptions. Contents shall be properly described and documented within the products pages of the Marketplace. Sellers are not authorized to publish links to external websites and properties, if not agreed between the Seller and us. CLOUDESIRE reserve the right to not publish or suspend or delete Content for which the description could cause misunderstanding or result incomplete or fraudulent.

4.7 Sellers support to Buyers. It’s up to the Seller to fully support each Buyer in the most complete and professional way to understand and leverage its Content.

 

5. Fees and Payment
5.1 Service Fees. We calculate and bill fees and charges according to the pricing model proposed by the Seller. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on the Marketplace using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. “Pay-per-use” (or “Consumption”) fees will be billed and charged at the end of each billing period to the End User, and the corresponding amount (net of fees agreed as described at 5.2) will be paid to Sellers only after we will have collected the relating gross amount from End Users. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Marketplace unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

5.2 Sales of Services by a Third Party Content Provider. This service is free of charge for the Seller. When a Buyer decides to buy a service provided by a Seller, following the pricing model decided by the given Seller, CLOUDESIRE will retain a fee to the Seller that will be agreed through a mutual agreement between CLOUDESIRE and each Seller before the publication of each Application on the Marketplace. The fee will span from 15% to 50% according to several conditions (e.g. catalogue visibility on “featured applications” areas of the Marketplace, type and entity of marketing campaigns made by CLOUDESIRE, type of support requested to CLOUDESIRE by the Seller, etc.).

5.3 Onboarding support to Third Party Content Provider. Even if the onboarding features of CLOUDESIRE are fully documented and accessible to any Seller and the whole procedure can be held by the Seller without any support from CLOUDESIRE, each Seller is free to ask for CLOUDESIRE support during the onboarding phase. Any assistance from us is subject to mutual agreement by the Seller and us.

5.4 Subscription billing-as-a-service. If not differently stated otherwise between each Seller and us, Sellers are obliged to install our “Try & Buy” widget on each of their product landing pages for all Contents also published and sold on the Marketplace.

5.5 Trials. All Sellers are free to grant to their End Users the capability to try each Content for free, before eventually buying it. The cost of the Cloud Resources needed to grant the trials to these End Users will be (a) invoiced to the Sellers by us, in case these trials will be provided through a single-tenant approach or (b) sustained by the Seller in case its provisioning is made through a multi-tenant console.

5.6 Amounts due to Sellers by CLOUDESIRE. Basing on the Services sold by the Marketplace, CLOUDESIRE will make available to each Seller within its own the Marketplace dashboard, every two (2) months, all the data needed by each Seller to invoice the due amount to Cloudesire. These data are usually composed by both incomes (e.g. the monthly subscription for each Service sold) and costs (e.g. the cloud infrastructure if made available by the Marketplace, the trials offered by the Seller to its End Users, the cloudesire fee). The payment will be made by Cloudesire to each Seller within thirty (30) days end of month, through bank transfer or Paypal deposit, after having received an invoice with all and only the data above mentioned.

5.7 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

 

6. Temporary Suspension
6.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
(a) your or an End User’s use of or registration for the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other CLOUDESIRE customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;
(b) you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or
(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

6.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings: (a) you remain responsible for all fees and charges you have incurred through the date of suspension;
(b) you remain responsible for any applicable fees and charges for any Service Offerings to which you continue to have access, as well as fees and charges for in-process tasks completed after the date of suspension;
(c) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension;
(d) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement; and
(e) you remain responsible for any Service you are providing to End Users as part of the Service Offerings of CLOUDESIRE, basing on the Service duration subscribed and already paid at the moment of suspension by each End User.
Our right to suspend your or any End User’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement pursuant to Section 7.2.

 

7. Term; Termination
7.1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 7.2.

7.2 Termination.
(a) Termination for Convenience. You may terminate this Agreement for any reason by: (i) providing us notice and (ii) closing your account for all. We may terminate this Agreement for any reason by providing you 30 days advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Section 6.1, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Service Offerings by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason, (F) if we determine that Sellers are receiving too many trials from CLOUDESIRE without converting a reasonable amount of these trials in paying customers within the Marketplace.

7.3. Effect of Termination. Upon any termination of this Agreement:
(i) all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
(iii) you will immediately return or, if instructed by us, destroy all CLOUDESIRE Content in your possession; and
(iv) Sections 4.1, 5.2, 7.3, 8 (except the license granted to you in Section 8.4), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.

 

8. Proprietary Rights
8.1 Your Content. As between you and us, you or your licensors own all right, title, and interest in and to Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Service Offerings to you and any End Users. We may disclose Your Content to promote and provide the Service Offerings to you or any End Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).

8.2 Your Submissions. Your Submissions will be governed by the terms of the Apache Software License, unless you specify another supported license at the time you submit Your Submission.

8.3 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Your Submissions; (b) you have all rights in Your Content and Your Submissions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content, Your Submissions or End Users’ use of Your Content, Your Submissions or the Services Offerings will violate the Acceptable Use Policy.

8.4 Service Offerings License. As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Service Offerings. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term: (i) access and use the Services solely in accordance with this Agreement; and (ii) copy and use the CLOUDESIRE Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.4, you obtain no rights under this Agreement from us or our licensors to the Service Offerings, including any related intellectual property rights. Some CLOUDESIRE Content may be provided to you under a separate license, such as the Apache Software License or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to that CLOUDESIRE Content.

8.5 License Restrictions. Neither you nor any End User may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service Offerings (except to the extent software included in the Service Offerings are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings, (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service Offerings you have used. You may only use the CLOUDESIRE Marks in accordance with the Trademark Use Guidelines.

8.6 Suggestions. If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.

 

9. Indemnification
9.1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your the Marketplace account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.

9.2. Process. We will promptly notify you of any claim subject to Section 9.1, but our failure to promptly notify you will only affect your obligations under Section 9.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.

 

10. Disclaimers
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

 

11. Limitations of Liability
WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

 

12. Modifications to the Agreement
We may modify this Agreement (including any Policies) at any time by posting a revised version on the Marketplace or by otherwise notifying you in accordance with Section 13.7; provided, however, that we will provide at least 90 days advance notice in accordance with Section 13.7 for adverse changes to any Service Level Agreement. Subject to the 90-day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting and notification to you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the CLOUDESIRE Marketplace regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.

 

13. Miscellaneous
13.1 Confidentiality and Publicity. You may use CLOUDESIRE Confidential information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose CLOUDESIRE Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of CLOUDESIRE Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will be authorized to issue any press release or make any other public communication with respect to your use of the Service Offerings. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement or in written by CLOUDESIRE.

13.2 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.3 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

13.4 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.5 Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control . For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content and the provision of Your Content to End Users.

13.6 Notice.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Marketplace; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Marketplace will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact CLOUDESIRE as follows: (i) by facsimile transmission to + 39 050 8755498 ; or (ii) by personal delivery, or registered mail to Cloudesire.com Srl, Via U. Forti, 6 – 56121 Pisa, Italy, or certified email to [email protected]. We may update the facsimile number or address for notices to us by posting a notice on the Marketplace. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English or Italian language.

13.7 Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.8 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

13.8 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.9 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

13.10 Governing Law; Venue. The laws of Italy, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to the Service Offerings or this Agreement will be adjudicated at the Court of Pisa, Italy . You consent to exclusive jurisdiction and venue in this court. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

13.11 Entire Agreement; English Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

 

14. Definitions

“API” means an application program interface.

“CLOUDESIRE Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. CLOUDESIRE Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. CLOUDESIRE Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the CLOUDESIRE Confidential Information.

“CLOUDESIRE Content” means Content we or any affiliate make available in connection with the Services or on the Marketplace to allow access to and use of the Services; Documentation; sample code; software libraries; command line tools; and other related technology. CLOUDESIRE Content does not include the Services.

“CLOUDESIRE Marks” means any trademarks, service marks, service or trade names, logos, and other designations of CLOUDESIRE and its affiliates that we may make available to you in connection with this Agreement.

“CLOUDESIRE Support Guidelines” (or “Documentation”) means the guidelines (e.g. onboarding guides, getting started guides and other technical operations manuals and specification for the services) currently available for Sellers at https:/docs.cloudesire.com, as they are regularly updated by us.

“CLOUDESIRE Marketplace” means the current Marketplace and any successor or related site designated by us.

“Content” means software (including machine images), data, text, audio, video, images or other content.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings. The term “End User” include individuals or entities when they are accessing or using the Services or any Content under their own CLOUDESIRE account.

“Fees” means, in relation to the purchase or grant of any licence to use the Service, the amount payable by the Seller to CLOUDESIRE.

“Policies” means the Acceptable Use Policy, the Service Terms, the Trademark Use Guidelines, all restrictions described in the CLOUDESIRE Content and on the CLOUDESIRE Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies does not include whitepapers or other marketing materials referenced on the CLOUDESIRE Site.

“Privacy Policy” means the privacy policy currently referenced at https://www.cloudesire.com/privacy-policy as it may be updated by us from time to time.

“Service” means each of the web services or applications made available by us or our affiliates, including those web services described in the Service Terms.

“Service Offerings” means the Services (including associated APIs), the CLOUDESIRE Content, the CLOUDESIRE Marks, the CLOUDESIRE Marketplace, and any other product or service provided by us under this Agreement. Service Offerings include “Third Party Content”.

“Service Terms” means the rights and restrictions for particular Services located at this page, as they may be updated by us from time to time.

“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.

“Term” means the term of this Agreement described in Section 7.1.

“Third Party Content” means Content made available to you by any third party (“Third Party Content Provider” or “Seller”) on the CLOUDESIRE Marketplace or in conjunction with the Services.

“Trademark Use Guidelines” means the guidelines and license located at this page, as they may be updated by us from time to time.

“Your Content” means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.

“Your Submissions” means Content that you post or otherwise submit to developer forums, sample code repositories, public data repositories, or similar community-focused areas of the CLOUDESIRE Marketplace or the Services.

Last updated: May 12, 2018

 

ClouDesire Service Terms
Last updated: May 12, 2018

The following Service Terms apply only to the specific Services to which the Service Terms relate. In the event of a conflict between the terms of these Service Terms and the terms of the CLOUDESIRE Customer Agreement or other agreement with us governing your use of our Services (the “Agreement”), the terms and conditions of these Service Terms apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

 

1. Universal Service Terms (Applicable to All Services)
1.1. You may only use the Services to store, retrieve, query, serve, and execute Your Content that is owned, licensed or lawfully obtained by you. As used in these Service Terms, “Your Content” includes any “Company Content” and any “Customer Content”.

1.2. You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted by us and updated by us from time to time on the CLOUDESIRE Site. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) as posted by us and updated by us from time to time on the CLOUDESIRE Site.

1.3. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.

1.4. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including the documentation, the Service Terms) (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, pursuant to the Digital Millennium Copyright Act or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we remove content without prior notice, we will provide prompt notice to you unless prohibited by law.

1.5. From time to time, we may offer free or discounted pricing programs covering certain usage of the Services (each, a “Special Pricing Program”). We may stop accepting new sign-ups or discontinue a Special Pricing Program at any time. Standard charges will apply after a Special Pricing Program ends or if you exceed the limitations by the Special Pricing Program. You must comply with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) for the Special Pricing Program as described in the offer terms for the Special Pricing Program or on the pricing page for the eligible Service(s). You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., establishing multiple CLOUDESIRE accounts in order to receive additional benefits under a Special Pricing Program), and we may immediately terminate your account if you do so. Any data stored or instances provided as part of a Special Pricing Program must be actively used.

1.6. If we make multiple discounts or pricing options for a Service available to you at one time, you will only be eligible to receive one discount or pricing option, and will not be entitled to cumulative discounting and pricing options.

1.7. You will ensure that all information you provide to us via the CLOUDESIRE Site (for instance, information provided in connection with your registration for the Services, requests for increased usage limits, etc.) is accurate, complete and not misleading.

1.8. From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

1.9 Beta Service Participation

1.9.1 This Section describes the additional terms and conditions under which You may access and use certain features, technologies and services made available to you by CLOUDESIRE that are not yet generally available, including, but not limited to, any products or features labeled “beta”, “preview”, “pre-release”, or “experimental”(each, a “Beta Service”) or access and use Service Offerings available in CLOUDESIRE regions that are not generally available, including, but not limited to, any CLOUDESIRE regions identified by CLOUDESIRE as “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Region”). In the event there is a conflict between these Beta Service terms and an existing CLOUDESIRE Beta Test Participation Agreement between You and CLOUDESIRE, the terms of the existing CLOUDESIRE Beta Test Participation Agreement will take precedence.

1.9.2 During the term of the applicable Beta Service (as specified by CLOUDESIRE), you may: (a) access and use the Beta Service or Service Offerings solely for internal evaluation purposes; and (b) install, copy, and use any related CLOUDESIRE Content that may be provided to You by CLOUDESIRE in connection with the Beta Service (“Beta Materials”) solely as necessary to access and use the Beta Service or Service Offerings in any Beta Region in the manner permitted by this Section.

1.9.3 You agree not to allow access to or use of any Beta Service, Service Offerings or Beta Materials by any third party other than Your employees and contractors who (i) have a need to use or access the Beta Service, Service Offerings in the Beta Region or Beta Materials in connection with Your internal evaluation activities, and (ii) have executed written nondisclosure agreements obligating them to protect the confidentiality of non-public information regarding the Beta Service, Beta Region and Beta Materials.

1.9.4 You must comply with all policies and guidelines related to any Beta Service made available to You, including the Privacy Policy, Acceptable Use Policy, these Service Terms, and any additional terms and conditions for a specific Beta Service. CLOUDESIRE may add or modify restrictions, including lowering or raising any usage limits, related to access to or use of any Beta Service, Service Offerings or Beta Materials at any time. If requested by CLOUDESIRE, You will promptly increase or decrease Your usage of the applicable Beta Service, Service Offerings or Beta Materials to the levels that CLOUDESIRE may specify. Service Level Agreements do not apply to Beta Services or any Services Offerings.

1.9.5 CLOUDESIRE may suspend or terminate Your access to or use of any Beta Service or Service Offerings at any time and for any reason. CLOUDESIRE may at any time cease providing any or all of any Beta Service or any Service Offering in its sole discretion and without notice. Beta Services and Services Offerings also may be unavailable and/or their performance may be negatively affected by scheduled and unscheduled maintenance. CLOUDESIRE will use reasonable efforts to notify You in advance of scheduled maintenance, but CLOUDESIRE is unable to provide advance notice of unscheduled or emergency maintenance.

1.9.6 In consideration of being allowed to access and use a Beta Service or Service Offering, You agree to provide CLOUDESIRE with information relating to Your access, use, testing, or evaluation of the Beta Service, Service Offerings or any related Beta Materials, including observations or information regarding the performance, features and functionality of the Beta Service or any related Beta Materials as applicable, when and in the form reasonably requested by CLOUDESIRE (“Test Observations”). CLOUDESIRE will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for Your internal evaluation purposes of the Beta Service.

1.9.7 Each individual Beta Service and Service Offering will automatically terminate upon the release of a generally available version of the applicable Beta Service or Service Offering or upon notice of termination by CLOUDESIRE. Notwithstanding anything to the contrary in the Agreement or these Services Terms, either You or CLOUDESIRE may terminate Your participation in a Beta Service or Service Offering at any time for any reason upon notice to the other party. After the conclusion of your participation in a Beta Service or Service Offering for any reason, (a) You will not have any further right to access or use the applicable Beta Service or Service Offering and Beta Materials; (b) Your Content used in the applicable Beta Service or Service Offering may be deleted or inaccessible; and (c) You will immediately return or, if instructed by CLOUDESIRE, destroy all Beta Materials or any other CLOUDESIRE Confidential Information related to the applicable Beta Service, Service Offering or Beta Materials. If CLOUDESIRE releases a generally available version of a Beta Service or a Service Offering, Your access to and use of the generally available version will be subject to the Agreement and any separate Section of these Service Terms as may be specified for that generally available Service Offering. CLOUDESIRE does not guarantee that any Beta Service or Service Offering will ever be made generally available, or that any generally available version will contain the same or similar functionality as the version made available by CLOUDESIRE during the term of the Beta Service, as applicable.

1.9.8 Beta Materials, Test Observations, Suggestions concerning a Beta Service, or any other information about or involving (including the existence of) any Beta Service are considered CLOUDESIRE Confidential Information.

1.9.9 ADDITIONAL WARRANTY DISCLAIMERS. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THESE SERVICE TERMS, THE BETA SERVICES, SERVICE OFFERINGS, AND BETA MATERIALS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, CLOUDESIRE IS PROVIDING THE BETA SERVICES, SERVICE OFFERINGS AND BETA MATERIALS TO YOU “AS IS.” CLOUDESIRE AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE BETA SERVICES, SERVICE OFFERINGS AND BETA MATERIALS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES, SERVICE OFFERINGS AND BETA MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, CLOUDESIRE AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

 

2. ClouDesire Support
2.1. If you are experiencing problems with one or more Services in connection with your use of any Content that was provided to you by a third party (someone other than yourself or CLOUDESIRE) then CLOUDESIRE Support is not available.

2.2. In providing CLOUDESIRE Support, CLOUDESIRE will use commercially reasonable efforts to (a) respond within response times for all properly submitted cases from authorized individuals, and (b) work towards the identification and resolution of the problems submitted. When submitting a case, you may designate the severity level of a problem; provided that, we reserve the right to reclassify the severity level in our reasonable opinion. All response times are measured from the point when a case has been properly submitted by an authorized individual to us. We do not represent, warrant or guarantee that (i) we will always be able to resolve a case fully, (ii) you will no longer experience a problem, (iii) we will provide a bug fix, patch or other workaround in connection with the identified problem, or (iv) any support or advice will result in any performance efficiency or improvement. You are solely responsible for the implementation and results of any suggestions or advice received.

2.3. Unless otherwise set forth, CLOUDESIRE Support fees will be the greater of (a) the specified minimum monthly fee, or (b) a percentage of your monthly usage charges for all Services during the billing period. Regardless of when you sign up or terminate CLOUDESIRE Support, you are obligated to pay for a minimum of thirty (30) days of support each time you register to receive the service. Implementation of any suggested configurations or improvements may result in additional fees and charges. We reserve the right to refuse to provide CLOUDESIRE Support to any customer that frequently registers for and terminates the service.

 

ClouDesire Trademark Guidelines
Revised May 12, 2018

1. Introduction. These CLOUDESIRE Trademark Guidelines (the “Trademark Guidelines”) form an integral part of the CLOUDESIRE Customer Agreement (the “Agreement”) between CLOUDESIRE Web Services, Inc. (“CLOUDESIRE,” “we,” “us” or “our”) and you or the entity you represent (“you”). These Trademark Guidelines provide you a limited permission to use the CLOUDESIRE Marks (as defined in Section 2 below), in connection with your use of the Services (as defined in the Agreement), or in connection with software products designed to be used with the Services, on the terms set forth herein and in the Agreement, until such time as we may terminate such permission, which we may do at any time, in our sole discretion, as set forth in Section 4 below. The CLOUDESIRE Marks are some of our most valuable assets and these Trademark Guidelines are intended to preserve the value attached to the CLOUDESIRE Marks.

2. Definition. For the purposes of these Trademark Guidelines, “CLOUDESIRE Marks” means the following trademarks, service marks, service or trade names, logos, product names, or designations of CLOUDESIRE and its affiliates: (i) the “ClouDesire” logo shown below (the “Logo”); and (ii) “Powered by ClouDesire”, “CLOUDESIRE”, “Appshop”, “the Marketplace”, and any other CLOUDESIRE Marks and Services made available from time to time.

3. Limited Permission. Provided that you are a CLOUDESIRE “Third Party Content Provider” or a “Customer” in good standing with a current and valid account for use of the Services and provided, further, that you comply at all times with the terms of both the Agreement and these Trademark Guidelines, we grant you a limited, non-exclusive, non-transferable permission, under our intellectual property rights in and to the CLOUDESIRE Marks, and only to the limited extent of our intellectual property rights in and to the CLOUDESIRE Marks, to use the CLOUDESIRE Marks for the following limited purpose, and only for such limited purpose: you may utilize the Logo or the appropriate form(s) of the “for” or equivalent naming convention or URL naming convention, as set forth in Section 9 below, to: (i) identify Your Content (as defined in the Agreement) as using the Services; or (ii) to identify software tools or applications that you create and distribute that are intended for use in connection with the Services. Without limitation of any provision in the Agreement, you acknowledge that any use that you elect to make of the CLOUDESIRE Marks, even if permitted hereunder, is at your sole risk and that we shall have no liability or responsibility in connection therewith. Your limited permission to use the CLOUDESIRE Marks is a limited permission and you may not use the CLOUDESIRE Marks for any other purpose. You may not transfer, assign or sublicense your limited permission to use the CLOUDESIRE Marks to any other person or entity. Your use of the CLOUDESIRE Marks shall comply with: (i) the most up-to-date versions of the Agreement and these Trademark Guidelines; and (ii) any other terms, conditions or policies that we may issue from time to time to govern use of the CLOUDESIRE Marks. Your limited permission to use the CLOUDESIRE Marks hereunder shall automatically terminate and you must immediately stop using the CLOUDESIRE Marks if at any time: (i) the Agreement is terminated; (ii) Your Content no longer uses any of the Services, or your software product cannot be used with any of the Services, as applicable; or (iii) you cease to be a registered CLOUDESIRE “Third Party Content Provider” or a “Customer”..

4. Modification and Termination. You understand and agree that, without prior notice to you and at our sole discretion: (i) we may modify these Trademark Guidelines at any time; (ii) we may modify or terminate your limited permission to use the CLOUDESIRE Marks, at any time in our sole discretion, for any reason or for no reason at all; and (iii) we reserve the right to take any and all actions including, without limitation, legal proceedings, against any use of the CLOUDESIRE Marks that does not comply with the terms of the Agreement or these Trademark Guidelines.

5. No Affiliation or Endorsement. You will not display the CLOUDESIRE Marks in any manner that implies that you are related to, affiliated with, sponsored or endorsed by us, or in a manner that could reasonably be interpreted to suggest that Your Content, web site, product or service, has been authored or edited by us, or represents our views or opinions.

6. No Disparagement. You may only use the CLOUDESIRE Marks in a manner designed to maintain the highest standard, quality and reputation that is associated with the CLOUDESIRE Marks and you will not use the CLOUDESIRE Marks to disparage us or our products or services.

7. No Dominant Display; CLOUDESIRE Mark Differentiation. You may not display any CLOUDESIRE Mark as the largest or most prominent trademark in any materials (including, without limitation, any web site or product literature) associated with Your Content, software tool or other software application. When using any CLOUDESIRE Mark (other than the Logo, with respect to which the formatting requirements are set forth in Section 8 below, or in a URL), you must distinguish the CLOUDESIRE Mark from the name of Your Content and/or other surrounding text by capitalizing the first letter of the CLOUDESIRE Mark, capitalizing or italicizing the entire CLOUDESIRE Mark, placing the CLOUDESIRE Mark in quotes, or using a different style or color of font for the CLOUDESIRE Mark.

8. Formatting Requirements with Respect to the “Powered by ClouDesire” Logo. a. No Modification. We will make the Logo image available to you from marketing department of CLOUDESIRE. You may not remove, distort or modify any element of the Logo; provided however, you may transform the file format itself, for ease of use. b. Spacing. The Logo must appear by itself, with reasonable spacing (at least the height of the “Powered by ClouDesire” logo) between each side of the “Powered by ClouDesire” logo and other graphic or textual elements. c. Alt/Title Attribute. The Alternative Text (alt/title attribute of the image tag) should either be set to the following text or be left blank: “Powered by ClouDesire”.

9. No Combination. You may not hyphenate, combine or abbreviate the CLOUDESIRE Marks. You shall not incorporate the CLOUDESIRE Marks into the name of your organization, or your services, products, trademark or logos. The foregoing prohibition includes the use of the CLOUDESIRE Marks in the name of any application, service or product or in a URL to the left of the top-level domain name (e.g., ”.com”, ”.net”, ”.uk”, etc.). For example, URLs such as “appshop.mydomain.com”, “mycloudesire.net” are expressly prohibited.

10. Attribution. You must include the following statement in any materials that include the CLOUDESIRE Marks: “cloudesire”, the “Powered by ClouDesire” logo, “[and name any other CLOUDESIRE Marks used in such materials] are trademarks of cloudesire.com srl or its affiliates in Italy and/or other countries.”

11. No Misleading Use. You may not display the CLOUDESIRE Marks in any manner that is misleading, unfair, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable as determined by us in our sole discretion.

12. Trade Dress. You may not imitate the trade dress or “look and feel” of any of our web sites or pages contained in any of our web sites, including without limitation, the branding, color combinations, fonts, graphic designs, product icons or other elements associated with us.

13. Compliance with Law; Appropriate Activities. You may not use the CLOUDESIRE Marks in any manner that violates any law or regulation. Without limiting the foregoing, or any provision in the Agreement, you may not display any CLOUDESIRE Mark on your site if your site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age.

14. Reservation of Rights. Except for the limited permission specified in Section 3 above, nothing in the Agreement or these Trademark Guidelines shall grant or be deemed to grant you any right, license, title or interest in or to any CLOUDESIRE Mark or any of our or our affiliates’ other trademarks, service marks, trade names, logos, product names, service names, legends, other designations, or abbreviations of any of the foregoing. You acknowledge and agree that we and our affiliates retain any and all intellectual property and other proprietary rights in and to the CLOUDESIRE Marks. All use by you of the CLOUDESIRE Marks including any goodwill associated therewith, shall inure to the benefit of CLOUDESIRE.

15. No Challenges. You agree that you will not, at any time, challenge or encourage, assist or otherwise induce third parties to challenge the CLOUDESIRE Marks (except to the extent such restriction is prohibited by law) or our registration thereof, nor shall you attempt to register any trademarks, service marks, trade names, logos, product names, service names, legends, domain names, other designations, or abbreviations of any of the foregoing, or other distinctive brand features that are confusingly similar in any way (including, but not limited to, sound, appearance and spelling) to the CLOUDESIRE Marks.

16. Contact Information. If you have questions regarding your obligations under these Trademark Guidelines or questions about any CLOUDESIRE Mark, please contact or write to us at: Cloudesire.com Srl, Via U. Forti, 6 – 56121 Pisa, Italy, or send an email to [email protected].