PLEASE NOTE THAT CHRONOSCLOUD INC’S MOBILE APPLICATION AND WEBSITE TERMS OF SERVICE HAVE CHANGED EFFECTIVE MARCH 11, 2015.
1. Introduction. These Terms of Service apply to all websites and mobile applications controlled by ChronosCloud Inc. and/or its subsidiary and affiliated entities (“ChronosCloud®”). “Websites” include sites hosted by one or more web servers (however accessed and/or used, whether via personal computers, mobile devices, or otherwise (collectively, “Computer”)), mobile application(s), mobile software, mobile services, and other interactive features, applications, or downloads that are operated by ChronosCloud® and that are available through, or interact with, the Websites where these Terms of Service are posted. This includes all ChronosCloud® services governed by the ChronosCloud® Master Subscription Agreement.
You must be at least 18 years old to have ChronosCloud’s permission to use the Websites. If you are between the ages of 13 and 17, or under the age of majority where you live, you represent that your legal guardian has reviewed and agreed to these Terms of Service.
THE WEBSITES AND RELATED SERVICES ARE PROVIDED SUBJECT TO YOUR COMPLIANCE WITH THE TERMS OF SERVICE SET FORTH BELOW. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. YOUR CONTINUED USE OF THE WEBSITES WILL INDICATE YOUR WILLINGNESS TO BE BOUND BY THESE TERMS OF SERVICE, WHICH MAY CHANGE FROM TIME TO TIME. THESE TERMS OF SERVICE GRANT CHRONOSCLOUD INC CERTAIN RIGHTS AND LICENSES, PROVIDE CHRONOSCLOUD INC CERTAIN INDEMNITIES, WAIVE CERTAIN OF YOUR RIGHTS AND REMEDIES, AND LIMIT CHRONOSCLOUD INC’S LIABILITY AND OBLIGATIONS TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, PROMPTLY EXIT THE WEBSITES AND DO NOT PURCHASE PRODUCTS OR USE THE SERVICES AVAILABLE ON THE WEBSITES.
2. Access and Use. Access to the Websites is provided for your information only. When using the Websites, you agree to comply with all applicable federal, state, and local laws, regulations, statutes, regulations, and the like. The Websites are protected by federal and state copyright and trademark laws. No portion of the materials on the Websites may be reprinted, copied, republished, modified, used to create derivative works, publically displayed, published, transmitted, distributed, or otherwise exploited in any form without the express written permission of ChronosCloud® and/or the respective owner of any third party content. You shall keep intact and not remove, alter, cover, or distort any proprietary notices, including copyright or trademark notices, contained on any downloaded materials and shall comply with any applicable end user license agreements. Additionally, you may not:
ChronosCloud® reserves the right to amend or withdraw the Websites, or charge for the application or service provided to you in accordance with these Terms of Service, at any time and for any reason.
3. Intellectual Property Notice. Unless otherwise explicitly specified, the Websites and included content (and any derivative works or enhancements of the same), including, but not limited to, all layouts, texts, illustrations, instructions, files, images, designs, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, advertising copy, technology, documentation, interactive features, the compilation, assembly, and arrangement of the materials of the Websites, and any and all copyrightable material (including source and object code) (collectively, the “Website Content”) and all intellectual property rights to the same are owned or controlled by ChronosCloud®, ChronosCloud’s licensors, or both. Additionally, all trademarks, service marks, trade names, trade identities, and trade dress that may appear on the Websites are owned by ChronosCloud®, ChronosCloud’s licensors, or both. Except for the limited use rights granted to you in these Terms of Service, you shall not acquire any right, title, or interest in the Websites or any Website Content. Any rights or remedies not expressly granted in these Terms of Service are expressly reserved.
4. Confidential and Proprietary Information. ChronosCloud® does not want to receive confidential or proprietary information from you through the Websites. Please note that any information or material sent to ChronosCloud® through the Websites will be deemed NOT confidential. By sending ChronosCloud® any information or material, you grant ChronosCloud® an unrestricted, irrevocable, world-wide, royalty-free license to use, reproduce, display, perform, modify, transmit, and distribute those materials or information, and you also agree that ChronosCloud® is free to use any ideas, concepts, know-how, or techniques that you send ChronosCloud® for any purpose.
5. User Content. ChronosCloud® may now or in the future permit users to post, upload, display, publish, distribute, transmit through, broadcast, or otherwise make available on the Websites messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, posts, and/or other materials (“User Content”).
By posting content to the Websites, you warrant and represent that you either own or otherwise control all of the rights to that content, including, without limitation, all the rights necessary for you to provide, post, upload, input, or submit the content or that your use of the content is a protected fair use. You agree that you will not knowingly and with intent to defraud provide material and misleading false information. You represent and warrant also that the content you supply does not violate these Terms of Service. It is your sole responsibility to ensure that your postings do not disclose confidential and/or proprietary information, including information covered by a nondisclosure agreement, that you are not authorized to disclose.
You represent, warrant, and covenant that you will not submit any User Content that: (i) violates or infringes in any way the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary, or other third party right of any person or entity; (ii) impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, lewd, excessively violent, harassing, or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense or otherwise violate any law; (iv) is an advertisement for goods or services or a solicitation of funds; (v) includes personal information such as messages which identify phone numbers, social security numbers, account numbers, or addresses; (vi) contains a formula, instruction, or advice that could cause harm or injury; (vii) is a chain letter of any kind; (viii) depicts any third party trademarks or products or services in any manner that violates their rights or could otherwise create liability; or (ix) violates these Terms of Service.
By posting your User Content using the Websites, you are granting an unrestricted, unlimited, irrevocable, non-exclusive, royalty-free, perpetual, worldwide, and fully transferable, assignable, and sub-licensable right and license to use, copy, reproduce, disclose, sell, sublicense, lease, reproduce, modify, adapt, publish, translate, create collective or derivative works from, distribute, perform, display, and otherwise exploit your User Content in whole or in part and to incorporate it in other works in any form, media, or technology now known or later developed by ChronosCloud®. You also grant other users permission to access your User Content and to use, copy, reproduce, disclose, sell, sublicense, lease, reproduce, modify, adapt, publish, translate, create collective or derivative works from, distribute, perform, display, and otherwise exploit your User Content for personal, non-commercial use as permitted by the functionality of the Websites and these Terms of Service. You agree that your User Content will be treated as non-confidential and non-proprietary as discussed above.
By submitting User Content, you also grant ChronosCloud® the right, but not the obligation to use your biographical information, including, without limitation, your name and geographical location in connection with broadcast, print, online, or other use or publication of your User Content. Notwithstanding the foregoing, you further warrant that all so-called moral rights in the User Content have been waived.
You should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting any information to ChronosCloud®.ChronosCloud® cautions you not to disclose personal information about yourself or your children, such as social security numbers, credit card numbers, etc.
ChronosCloud® has the right, but not the obligation, to monitor User Content. ChronosCloud®has no obligation to post, maintain, accept, display, exploit, or otherwise make use of User Content and does not guarantee distribution of User Content. User Content will not be returned and you will not have the right, once posted, to access, archive, maintain, or otherwise use such User Content on the Websites. ChronosCloud® may discontinue operation of the Websites or your use of the Websites, in either case in whole or in part, in ChronosCloud’s sole discretion. ChronosCloud® may, in ChronosCloud’s sole discretion, delete, move, re-format, edit, alter, distort, remove, or refuse to exploit User Content without notice or liability; provided, however, that ChronosCloud® reserves the right to treat User Content on the Websites, or on certain portions of the Websites, as content stored at the direction of users for which ChronosCloud® will not exercise editorial control except to block or remove content that is obscene, lewd, violent, harassing, or otherwise objectionable or to enforce the rights of third parties.
6. User Registration. In order to access or use some (or potentially all) of the features of the Websites, you may have to become a registered user. If you become a registered user, you will provide true, accurate, current, and complete registration information about you as may be prompted by any registration forms and, if such information changes, you will promptly update the relevant registration information. During registration, you may be required to create a username and password (a “Membership”), which may permit you access to certain areas of the Websites not available to non-registered users. You are responsible for safeguarding and maintaining the confidentiality of your Membership and for restricting access to your Computer so that others may not access any password protected portion of the Websites using your username in whole or in part. If you register with ChronosCloud®, you agree to accept sole responsibility for all activities that occur under your Membership, whether or not you have authorized the activity. You agree you will not sell, transfer, or assign your Membership or any Membership rights. You agree to notify ChronosCloud® immediately at firstname.lastname@example.org of any breach of security or unauthorized use of your Membership. You may terminate your Membership at any time by sending an email to email@example.com. ChronosCloud® reserves the right to terminate your account or otherwise deny you access to the Websites in ChronosCloud’s sole discretion for any or no reason without notice and without liability.
7. Mobile. The Websites may include certain features and services that may be available via your mobile phone, including, without limitation: (a) the ability to upload to the Websites via your mobile phone (“Mobile Uploads”) and (b) the ability to access the Websites from your mobile phone (“Mobile Web”) (collectively, the “Mobile Services”). ChronosCloud® typically does not charge for Mobile Services. You acknowledge that the terms of agreement with your respective mobile network provider ("Mobile Provider") will continue to apply when using the Websites. Your Mobile Provider’s normal messaging, data, and other rates and fees will, however, still apply. Your Mobile Provider may prohibit or restrict certain Mobile Services and certain Mobile Services may be incompatible with your Mobile Provider or mobile device. You should check with your Mobile Provider to find out what plans are available and how much they cost. By using the Mobile Services, you agree that ChronosCloud® may communicate with you regarding the Websites and ChronosCloud’s partners by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services will be communicated to ChronosCloud®.
You agree that in connection with the Mobile Services for which you are registered for, ChronosCloud® may send communications to your mobile device regarding ChronosCloud or other parties. Further, ChronosCloud® may collect information related to your use of the Mobile Services. If you have registered for Mobile Services, you agree to notify ChronosCloud® of any changes to your mobile number and update your account(s) on the Websites to reflect this change.
You accept responsibility for any such charges that arise from your Mobile Provider. If you are not the bill payer for the mobile telephone or handheld device being used to access the Websites, you will be assumed to have received permission from the bill payer for using the Websites.
8. Children. Collecting personal information from children under the age of 13 (“minor children”) through the Websites is prohibited. No User Content should be directed toward minor children. Minor children are not eligible to use the Websites and ChronosCloud® asks that they do not submit any personal information to ChronosCloud®.
ChronosCloud® makes no warranty, and expressly disclaims any obligation, that: (a) the Websites will meet your requirements or will be available on an uninterrupted, timely, secure, or error-free basis; (b) the content will be up-to-date, complete, comprehensive, accurate, or applicable to your circumstances; (c) the information that may be obtained from the use of the Websites or any services offered through the Websites, including any information obtained through non-ChronosCloud websites, will be accurate or reliable; or (d) the quality of any products, services, information, or other material obtained by you through the Websites will meet your expectations.
10. Warranty Disclaimer & General Disclaimers. THE WEBSITES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY WEBSITE-RELATED SERVICE, ARE PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WARRANTIES THAT THE WEBSITES WILL MEET YOUR REQUIREMENTS, WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, OR INFORMATION CONTENT ON THE WEBSITES, WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVISED ON THE WEBSITES, WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED THROUGH USE, AND WARRANTIES THAT THE WEBSITES WILL BE SECURE OR ERROR-FREE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITES, WEBSITE-RELATED SERVICES, AND HYPERLINKED WEBSITES.
YOU UNDERSTAND THAT ALL USER CONTENT POSTED TO THE WEBSITES IS THE SOLE RESPONSIBILITY OF THE INDIVIDUAL WHO ORIGINALLY POSTED THE CONTENT. YOU UNDERSTAND, ALSO, THAT ALL OPINIONS EXPRESSED BY USERS OF THE WEBSITES ARE EXPRESSED STRICTLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS CHRONOSCLOUD INC’S REPRESENTATIVES OR ANY OF CHRONOSCLOUD INC’S SPONSORS OR PARTNERS. THE OPINIONS THAT YOU OR OTHERS POST ON THE WEBSITES DO NOT NECESSARILY REFLECT CHRONOSCLOUD INC’S OPINIONS. IN ALL INSTANCES, IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, TIMELINESS, COMPLETENESS, OR USEFULNESS OF THE WEBSITE CONTENT. UNDER NO CIRCUMSTANCE WILL CHRONOSCLOUD INC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY WEBSITE CONTENT.
CHRONOSCLOUD INC, ITS AFFILIATES AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (EVEN IF FORESEEABLE OR IF CHRONOSCLOUD INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITES, THESE TERMS OF SERVICE, AND/OR WEBSITE-RELATED SERVICES, CONTENT, OR INFORMATION CONTAINED WITHIN THE WEBSITES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITES, WEBSITE-RELATED SERVICES, AND/OR HYPERLINKED WEBSITES IS TO STOP USING THE WEBSITES AND/OR THOSE SERVICES.
SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITES OR ANY LINKS ON THE WEBSITES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITES OR ANY LINKS ON THE WEBSITES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE WEBSITES.
11. Indemnification. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit or Third Party Website Content that is submitted on your behalf. You agree to indemnify and hold ChronosCloud® and its affiliated companies, and their directors, officers, employees, agents, and partners harmless from any and all claims or demands, including reasonable attorneys’ fees and costs, that arise from or otherwise relate to (i) your access to or use of the Websites; (ii) User Content provided by you, Third Party Websites Content, or through use of the Websites; (iii) any actual or alleged violation or breach by you of these Terms of Service; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to ChronosCloud®; or (v) your acts or omissions. You agree to cooperate fully with ChronosCloud® in the defense of any claim that is the subject of your obligations hereunder.
12. Choice of Law and Dispute Resolution. These Terms of Service are entered into in the State of California and shall be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law rules. The parties agree that any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, will be settled by final, confidential, and binding arbitration in accordance with California Code of Civil Procedure Section 1280 et seq., and the then current rules and procedures of JAMS and before a single neutral arbitrator mutually selected by the parties. The arbitration shall be conducted in the English language. You and ChronosCloud® agree that each party may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The decision rendered by the arbitrator will be binding upon the parties hereto, and any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties consent to the jurisdiction of all federal and state courts in California. Venue will lie exclusively in Alameda County, California. For the sake of clarity, nothing in this paragraph shall affect ChronosCloud’s ability to seek from a court injunctive or equitable relief at any time. If a court finds any of these terms to be unenforceable or invalid, that term will be enforced to the fullest extent permitted by applicable law and the other terms will remain valid and enforceable.
If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator’s award, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled; provided that in no event will the arbitrator have the authority to award punitive damages. In the event that any of the Terms of Service are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect.
13. Entire Agreement. These Terms of Service constitute the entire agreement between ChronosCloud® and you pertaining to the subject matter of this agreement. In its sole discretion, ChronosCloud® may modify these Terms of Service by posting the revised version on the Websites and you agree that each visit by you to the Websites is a new transaction governed by the Terms of Service linked on the Websites at that time. Any delay or failure on the part of ChronosCloud® to exercise or enforce any rights under these Terms of Service to which ChronosCloud® may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time. The section headings used herein are for convenience only and shall not be given any legal import.
Updated or additional terms will be effective immediately upon notice, either by posting on the Websites so that they are accessible via a link on the homepage or by notification by e-mail. It is your responsibility to review the Terms of Service and the Websites from time to time for any updated or additional terms.
You may not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, without ChronosCloud’s prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. ChronosCloud® may assign these Terms of Service or any rights hereunder without your consent and without notice.
14. No Unlawful or Prohibited Purpose. As a condition of your use of the Websites, you warrant to ChronosCloud® that you will not use the Websites for any purpose that is unlawful or prohibited by these Terms of Service.