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.
THE WEBSITES AND RELATED SERVICES ARE PROVIDED SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS. 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, WHICH MAY CHANGE FROM TIME TO TIME. THESE TERMS GRANT CHRONOSCLOUD CERTAIN RIGHTS AND LICENSES, PROVIDE CHRONOSCLOUD 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 THESE TERMS, 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 the use of your business. 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, displayed in public, 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.
ChronosCloud grants you a limited right to install and use the Websites on a single authorized device located in the United States and its territories. The Websites may not be downloaded to or exported or re-exported to a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or to any prohibited or restricted country, person, end-user, or entity specified by federal or state laws.
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, at any time and for any reason.
3. Prohibited Uses.
You may use the Websites only for lawful purposes and in accordance with these Terms. You agree not to use the Websites:
Additionally, you agree not to:
If ChronosCloud believes you are abusing the Websites in any way, ChronosCloud may, in ChronosCloud’s sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to the Websites, delay or remove hosted content, remove any special status associated with your account(s), and take technical and/or legal steps to prevent you from using the Websites. ChronosCloud has the right to take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Websites; and fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity or other information of anyone posting any materials on or through The Websites. YOU WAIVE AND HOLD HARMLESS CHRONOSCLOUD AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
4. 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, 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 are expressly reserved.
5. 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 except as provided by applicable privacy laws. 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. In the event that the terms of this Paragraph conflict with the provisions of any negotiated contractual agreement between ChronosCloud and its respective customer, then such terms of that agreement shall control.
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 and (b) the ability to access the Websites from your mobile phone (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. 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.
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, 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 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) Third Party Websites Content; (iii) any actual or alleged violation or breach by you of these Terms; (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. Severability. In any one or more of the provisions contained in these Terms shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but these Terms shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.
13. Choice of Law and Dispute Resolution. These Terms 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, 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 Contra Costa 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 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 shall otherwise remain in full force and effect.
14. Entire Agreement. These Terms 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 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 these Terms 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 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 these Terms and the Websites from time to time for any updated or additional terms.
You may not assign these Terms 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 or any rights hereunder without your consent and without notice.
15. 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.