Terms Of Use
Effective/Updated as of February 15, 2024
CloudX Systems, LLC, a U.S. company headquartered in New Jersey (“CloudX,” “Company,” “we,” or “us”) permits use of this website or any other websites under our operation and control (collectively, the “Site”) conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Use of the CloudX warehouse management system (“WMS”)accessible through this Site is permitted for authorized licensees and is subject to the terms of End-User License Agreements (each referred to as the“Agreement”), the terms of which are incorporated herein by reference as applicable. The CloudX Privacy Policy on the Site governs personal information we collect through the Site and is incorporated in these Terms. To the extent the provisions of the Privacy Policy conflict with these Terms, these Terms of Use govern. To the extent the provisions in these Terms conflict with provisions in the Agreement with respect to the use of the WMS, the Agreement governs.
BY ACCESSING OR USING THE SITE IN ANY WAY, YOU EXPRESSLY AGREED TOAND ARE LEGALLY BOUND BY THE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS, CEASE USING THE SITE IMMEDIATELY.
THE SITE IS AVAILABLE ONLY TO INDIVIDUALS AND ENTITIES THAT CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, THE SITE OFFERED BY ARE NOT AVAILABLE TO MINORS.
1. MODIFICATION OF THESE TERMS.
We reserve the right in our sole discretion to change, modify, add, or remove the terms, conditions, and notices under which the Site is offered. It is your responsibility to check periodically for any changes we may make to these Terms. Your continued use of the Site following the effective date of changes to these Terms or other policies means you accept and consent to the changes.These Terms may not be modified except by a revised Terms posted by CloudX on or a written amendment signed by an authorized representative of CloudX. A revised Terms of Use will be effective as of the date it is posted.
2. NO UNLAWFUL OR PROHIBITED USE.
As a condition of your use of the Site, you warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by theseTerms, conditions, and notices. You will comply with all applicable laws, including but not limited to, privacy laws, intellectual property laws, export control laws, regulatory requirements, etc. You further warrant that you and your customers, if permitted under the Agreement, will not use the Site for any purpose that is unlawful or prohibited by these Terms, conditions, and notices, and that you will take immediate action should you gain knowledge of any unlawful use of the Site.
You will use the Site in a professional manner, and you may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party‘s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Site.
In the event you gain access to information or material not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession and not forward such information to any third parties. For this notice we may be contacted at DataSecurity@cloudxsystems.net.
You agree you will not
- use any robot, spider, other automatic device, or manual process to monitor or copy the Site or the contents or information contained therein;
- use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted through the Site;
- mirror, copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for any information in which you have an ownership interest) from the Site without our prior express written consent or the appropriate third party;
- frame, scrape, data-mine, extract, or collect the content of the Site in any form or manner;
- provide information to us that contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
- create liability for us or cause us to lose (in whole or in part)the services of our ISPs or other suppliers.
3. YOUR ACCOUNT.
Some portions of the Site may invite or require the user to create an account and associated log-in credentials, and you may not be able to access certain content or features, functionalities, or services of the Site without creating and logging into such an account. You agree to provide true, accurate and current information when creating an account, and you are responsible for updating your account information as needed to ensure it remains current.
You are responsible for maintaining the confidentiality of your log-in credentials, and you hereby acknowledge and agree that you are fully responsible and liable for all usage and activities that occurs under youra ccount, whether authorized by you or not. You agree to notify CloudX immediately if you know of or suspect any unauthorized use of your account or password or any other breach of security related to your account. Notwithstanding anything to the contrary in these Terms, CloudX reserves the right to deny the creation of, suspend access to or terminate any account(s), or to remove or modify content, features, functionalities and/orservices available to account holders, at any time in its sole discretion and without prior notice or liability to you.
4. INFORMATION PROVIDED TO CLOUDX OR POSTED ON CLOUDX SERVICES.
We do not claim ownership of the materials or information you provide to us (including feedback and suggestions) or post, upload, input or submit to any Site or its associated services (collectively “Submissions”).However, by posting, uploading, inputting, providing or submitting yourSubmission you are granting us, our affiliated companies and necessary sublicensees permission to use your Submission as necessary to ensure proper operation of the Site and its businesses including, without limitation, the rights to: utilize, copy, distribute, transmit, reproduce, edit, translate and reformat your Submission except to the extent prohibited by law. We shall no tbe liable for any use or disclosure of any Submissions. Without limitation of the foregoing, we shall be entitled to unrestricted use of the Submissions for any purpose without compensation to the provider of the Submissions.
Any personal data provided to CloudX in connection with the use of the Site will be processed in accordance with our Privacy Policy. You agree thatCloudX is not responsible for the content, quality or accuracy of information you provide. You further represent and warrant that you will abide by all applicable data protection laws regarding personal data submitted to the Site including obtaining any necessary consents or authorizations prior to submitting personal data.
5. DISCLAIMERS AND LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY,CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COVERED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE,INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING WITHOUT LIMITATION (I) ANY ERRORS IN OR OMISSIONS IN PROVIDING THE SITE OR THE CONTENT AVAILABLE THEREIN, (II) THE UNAVAILABILITY OR INTERRUPTION OF THE SITE ORANY FEATURES THEREOF OR CONTENT, (III) USE OF THE SITE OR CONTENT, (IV) THE LOSS, DAMAGE OR CORRUPTION OF ANY DATA OR EQUIPMENT IN CONNECTION WITH THE SITEOR CONTENT, (V) THE ACCURACY, OR COMPLETENESS OF THE SITEOR CONTENT, OR (VI) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE REASONABLE CONTROL OF THE COVERED PARTIES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
FOR THE PURPOSES OF THIS CLAUSE, “COVERED PARTIES” MEANS (A)CLOUDX, REY11 AND ANY PARTNER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE,SUBCONTRACTOR, VENDOR, AGENT, AFFILIATE, SUCCESSOR, OR ASSIGN OF CLOUDX; AND (B) EACH THIRD PARTY SUPPLIER OR LICENSOR OF CONTENT, THEIR AFFILIATES, AND ANY PARTNER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR,OR ASSIGN OF ANY SUCH THIRD PARTY SUPPLIER OR LICENSOR OR ANY OF THEIR AFFILIATES; AND “CONTENT” SHALL INCLUDE ALL CONTENT, INFORMATION, ASSESSMENTS,SERVICES AND SOFTWARE PROVIDED ON OR THROUGH THE SITE. EACH COVERED PARTY IS A THIRD-PARTY BENEFICIARY OF THIS PROVISION. THE FOREGOING NOTWITHSTANDING, THIS SECTION DOES NOT LIMIT IN ANY WAY ANY CLAIMS UNDER THE INDEMNIFICATIONS GRANTED TO CLOUDX AND THE CLOUDX INDEMNIFIED PARTIES UNDER SECTION 9.
To the extent that a secondary party may have access to or view CloudX content on your computer or mobile device, you are solely responsible for informing such party of all disclaimers and warnings in this Agreement.
6. AVAILABILITY OF THE SITE AND THE WMS.
The Site and the WMS available through the Site may not be available in your country. We make no representation that the Site and the WMS are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
If use of the Site and/or viewing or use of any material or content therein violates or infringes any applicable law in your jurisdiction(s), you are not authorized to view or use the Site and must exit immediately. Your viewing and/or use of the Site constitutes your representation that you are unconditionally and without limitation permitted to view and use the Site andCloudX and its affiliates, and their owners, partners, subsidiaries, officers, each of such person‘s or entities‘ directors, employees, contractors, agents, licensors and suppliers (collectively, the "Indemnified Parties”) may rely upon such representation.
The Site is operated from the United States, and it is possible that some software from the Site or the products and services offered on theSite may be subject to United States export controls. Products and services described on the Site and software downloaded or otherwise exported or re-exported from the Site are not intended for sale, download or export (i)into (or to a national or resident of any country that is subject to a U.S. orU.N. embargo or sanction or to anyone on the US Treasury Department‘s list ofSpecially Designated Nationals or anyone subject to the same or similar restrictions even if not listed or the US Commerce Department‘s Table of DenyOrders. downloading or using the software, products or services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any of the above restricted lists or subject to such restrictions.
7. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701-2711).
We make no guaranty of confidentiality or privacy of any communication or information transmitted through the Site or any web site linked to the Site. We will not be liable for the privacy of the information, e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content transmitted over networks accessed by the Site, or otherwise connected with your use of the Site.
8. COPYRIGHT AND TRADEMARK NOTICES.
All materials and content contained in the Site (including but not limited to the text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software), and the software itself, are copyrighted materials belonging exclusively to CloudX or its content suppliers and are protected by United States and international copyright law.CloudX enforces its copyright interests to the fullest extent permitted under the law, and shall seek civil and criminal remedies where appropriate, including the remedies provided for under sections 501 et seq. of Title 17 of the U.S. Code. All rights are reserved.
The trademarks, logos, and service marks (collectively the"Trademarks") displayed in the Site are registered and unregistered Trademarks of the administrator(s) of the Site and others. Nothing contained in the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Site without our written permission or the permission of such third party that may own the Trademarks displayed in the Site. Any rights not expressly granted herein are reserved.
9. INDEMNIFICATION.
You agree to indemnify, defend, and hold harmless CloudX and its affiliates, and their owners, partners, subsidiaries, officers, each of such person‘s or entities‘ directors, employees, contractors, agents, licensors and suppliers (collectively, the "Indemnified Parties"), from and against any and all allegations, demands, claims, liabilities, damages, fines, losses, expenses, penalties or costs of whatsoever nature, including reason able attorneys’ fees and court costs, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise("Claims") arising or resulting in any way from any violation of these Terms, your use or activity on the Site, including the WMS, or any related act or failure to act by you and whether or not occasioned or contributed to by the negligence of the CloudX or any agent or employee of theIndemnified Parties or any of them (except as and to the extent prohibited by applicable law) or Claims arising from your account, including, without limitation, any Claims related to infringement by you of the intellectual property right sof any person, including without limitation, copyright, patent, trade secret, trade mark, artist rights, droit moral, privacy, publicity or rights under other intellectual property laws.
Without limiting the foregoing, if you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. In the event that any Claim is made or any action or proceeding is brought against the Indemnified Parties, or any of them, arising out of or connected with the Terms, any such Indemnified Party may, by reasonable notice to you, require you, at your expense, to resist such Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior written approval of suchIndemnified Party, which approval shall be deemed to have been given hereby in the case of counsel acting for your insurance underwriters engaged in such resistance or defense. You shall cooperate with us in the defense of any Claim.We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
10. TERMINATION/ACCESS RESTRICTION.
We reserve the right, in our sole and absolutely discretion, to terminate your access to the Site, the WMS, or any portion thereof at any time, without notice to you should you be found in violation of any of the Terms.This includes but is not limited to instances where you may show disregard for the Terms or act in an unacceptable manner, with the intent to annoy, abuse, threaten, or harass any other person, or in any other disruptive manner. We also reserve the right to refuse service and terminate accounts in our sole and absolute discretion in the event any Terms are violated.
11. RIGHT TO CANCEL OR SUSPEND USE OF SERVICES.
If for any reason any portion of the Site or WMS is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond our reasonable control which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Site and WMS, we reserve the right (but not the obligation) in our sole and absolute discretion, to prohibit you and any other individual or entity from using the Site and WMS, and to cancel, terminate, modify or suspend the Site or any portion thereof and void such information, including the WMS.
12. ARBITRATION AND WAIVER OF CLASS ACTION AND JURY TRIAL.
EXCEPT AS THE TERMS OTHERWISE PROVIDE, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND CLOUDX WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND THAT YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.
Arbitration. Arbitration uses a neutral arbitrator to resolve a dispute instead of a judge or jury. It results in a final and binding decision that is subject to limited appellate review. By agreeing to arbitration, you waive the right to resolve your dispute through other available processes such as court or an administrative proceeding. An arbitrator must honor the terms in thisTerms of Use and can generally award the same damages and relief a court can award under the law, including declaratory or injunctive relief. Certain rights that you might have in court such as access to discovery, may be unavailable or limited in arbitration.
Any dispute, controversy or claim between you and CloudX, its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates(collectively for purposes of this section, ‘CloudX‘) arising out of or relating to these Terms, the WMS or Site (collectively “Dispute”) shall be settled by final and binding arbitration.
Any arbitration will be held before a single neutral arbitrator and will be governed by theConsumer Arbitration Rules and the Consumer Due Process Protocol (collectively,"AAA Rules") of the American Arbitration Association("AAA") as currently in effect, and as modified by these Terms, and will be administered by the AAA. You can find the AAA Rules online at https://www.adr.org/consumer or you can call the AAA at 800-778-7879, or write them atAmerican Arbitration Association Case Filing Services, 1101 Laurel Oak Road,Suite 100, Voorhees, NJ 08043 (the “AAA Notice Address”).
All Disputes shall be governed by the laws of the State of New Jersey, without regard to principles of conflict of laws. If there is a conflict between the AAA Rules and this arbitration clause and, the arbitrator shall resolve such conflicts so as to preserve the parties’ mutual obligation to arbitrate claims on an individual basis.
Process. You agree to first try to resolve the Dispute informally by contacting us in writing at support@cloudxsystems.net. If the Dispute is not resolve within 60 days of submission, you agree that you or CloudX may initiate arbitration.
Not withstanding the foregoing, in lieu of arbitration:
- a. you or CloudX may assert a claim in small claims court in the United States if your claim qualifies, provided that it is brought and maintained solely as an individual claim; and
- b. you or CloudX may assert a claim in court to enjoin infringement or other misuse of intellectual property rights.
Process. You agree to first try to resolve the Dispute informally by contacting us in writing at support@cloudxsystems.net. If the Dispute is not resolve within 60 days of submission, you agree that you or CloudX may initiate arbitration.
The arbitrator shall have sole authority to and shall address all claims or arguments by both parties, concerning the formation, legality, and enforceability of this arbitration clause, the scope of this arbitration clause, and the arbitrability of any claim or issue arising between you and CloudX.
To initiate the arbitration process, send a letter to the AAA and to CloudX, at 5903 WestSide Ave., North Bergen NJ 07047 with a request for arbitration and a description of your claim. You may also send a copy to the AAA online at https://www.adr.org. The AAA‘s rules govern payment of all filing, administration, and arbitrator fees. Each party shall bear its own costs and expenses and an equal share of the arbitrators‘ and administrative fees of arbitration.
Arbitration may be conducted at a location that is reasonably convenient for you. Upon request of either party, the arbitration shall be conducted via telephone to the extent permitted by the AAA Rules. The arbitrator will follow these Terms of Use and the award will be final and binding. At the conclusion of arbitration, the arbitrator shall issue a written decision explaining the basis for the award. Any awarded relief shall not exceed what is allowed by applicable law and the Terms of Use. The parties agree that any declaratory or injunctive award may be vacated or corrected on appeal by either party to a court of competent jurisdiction for an error of law or legal reasoning. The parties shall bear their own costs and fees for any appeal. Judgment on any arbitration award may be entered in any court of competent jurisdiction. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
You agree that this arbitration section shall apply to any dispute or claim with other parties arising out of or relating to the Terms of Use and Site, including the determination of the scope or applicability of this section, regardless of the date of accrual, except that you or any such third parties may take claims to small court if they qualify for hearing by such a court. Except as maybe required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. If for any reason this arbitration clause is deemed inapplicable or invalid, you and we both waive to the fullest extent allowed by law, any claims to recover punitive or exemplary damages.
Jury Trial and Class Action Waiver.
IF FOR ANY REASON A DISPUTE OR CLAIM MAY PROCEED IN COURT RATHER THAN IN ARBITRATION, EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS ORTHE SERVICES (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), UNLESS SUCH WAIVERS ARE UNENFORCEABLE.
Except as theTerms otherwise provide, you waive the right to a trial by jury and to the litigation of disputes in state or federal courts of general jurisdiction. You also agree that you may only resolve Disputes with CloudX on an individual basis and may not assert a claim as a plaintiff or a class member in a class action, class-wide arbitration, consolidated or representative action and expressly waive your right to file a class action or seek relief on a class basis.
The arbitrator may award declaratory or injunctive relief to you only on an individual basis and only to the extent necessary to provide relief warranted by the individual claim. Other rights that you would have if you went to court, such as access to discovery, also may be unavailable or limited in arbitration.
Other. If any portion of this ARBITRATION AND WAIVER OF CLASS ACTION clause is determined by a court to be inapplicable or invalid, the remainder of the clause shall still be given full force and effect. To the extent that any other provision of the Terms is found to be inconsistent with rights, duties, and requirements of this ARBITRATION AND WAIVER OF CLASS ACTION clause, or where the application of such aprovision would change or render unenforceable any part of this arbitration clause, such provision shall be null and void and the terms of this ARBITRATION AND WAIVER OF CLASS ACTION clause shall control.
13. GENERAL TERMS.
The following general terms apply to you and your use of the Site:
You agree that no joint venture, partnership, employment, or agency relationship exists between you and CloudX as a result of these Terms or use of the Site.
Our performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. The provisions of Sections 2, 5, 8, 9 and 12, together with and any other rights and obligations which by their nature are reasonably intended to survive such termination, will survive any termination of these Terms. Unless otherwise specified herein or agreed to by the user, theseTerms constitute the entire agreement between the user and CloudX with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and CloudX with respect to the Site. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign thisAgreement without CloudX’s prior written consent. No third party shall have any rights hereunder.
14. NOTICES.
You consent to receive all communications including notices, agreements, disclosures, or other information from CloudX electronically. CloudX may provide all such communications by email or by posting them on[www.cloudxsystems.net or as a notification within the CloudX WMS system]. Nothing herein shall limit CloudX ’s right to object to subpoenas, claims, or other demands.
15. CONTACT US.
If you have any questions regarding this Policy, your privacy, or our policies in the event of a compromise of your information, you may contact us at:
Phone: 201-854-1512
Email: DataSecurity@cloudxsystems.net.
Postal Address:
CloudX Systems,LLC
5903 West Side Ave.
North Bergen, NJ 07047
4892-3619-1397,v. 1