Terms of Service
1.1 Use of the Cumulus1 Services
1.1.1 You may not use the Cumulus1 Services if you are a person barred from receiving the Cumulus1 Services under the laws of the United Kingdom or other countries, including the country in which you are a resident or from which you use the Cumulus1 Services. You affirm that you are over the age of 18, as the Cumulus1 Services are not intended for children under 18.
1.1.2 You agree that your purchases of Cumulus1 Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Cumulus1; or any of its affiliates regarding future functionality or features.
1.2 Your Account and Use of the Cumulus1 Services
1.2.1 You must provide accurate and complete registration information any time you register to use the Cumulus1 Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorised use of your password or of your account, you agree to notify Cumulus1 immediately.
1.2.2 Your use of the Cumulus1 Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
1.2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Cumulus1 Services by any means other than through the interface that is provided by Cumulus1 in connection with the Cumulus1 Services, unless you have been specifically allowed to do so in a separate agreement with Cumulus1, or (b) engage in any activity that interferes with or disrupts the Cumulus1 Services (or the servers and networks which are connected to the Service).
1.2.4 You may use the Cumulus1 Services only to develop and run applications on the Cumulus1 infrastructure. You may not access the Cumulus1 Services for the purpose of bringing an intellectual property infringement claim against Cumulus1 or for the purpose of creating a product or service competitive with the Cumulus1 Services.
1.3 Service Policies and Privacy,
1.3.1 You agree to comply with the Cumulus1 Acceptable Use Policy (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time. In receiving notifications of any changes to the Cumulus1 Acceptable Use Policy, you may withdraw your consent to further processing of your personal data.
1.3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Cumulus1. It is strongly recommended that in the Privacy by Design structure of your privacy notice that you note for the End User that personal data will be available to your application and to Cumulus1.
1.4 Fees for Use of the Cumulus1 Services
1.4.1 Subject to the Terms, some Cumulus1 Services such as online demonstrations are provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services is available by request to info (at) Cumulus1 (dot) network (or via aURL as Cumulus1 may provide).
1.4.2 For all purchased resources and services, we will either charge your credit card on a monthly basis or collect payment via other methods as agreed to in writing and described in a Cumulus1 invoice provided to you. Late payments may bear interest at the rate of 1% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and legal fees that Cumulus1 incurs in collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Cumulus1’s measurements of your use of the Cumulus1 Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Cumulus1 and only in the form of credit for the Cumulus1 Services. Nothing in these Terms obligates Cumulus1 to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Cumulus1 may be shared by Cumulus1 with companies who work on Cumulus1’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Cumulus1 and servicing your account. Cumulus1 may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Cumulus1 shall not be liable for any use or disclosure of such information by such third parties. Cumulus1 reserves the right to discontinue the provision of the Cumulus1 Services to you for any late payments.
1.4.3 For all recurring purchases, Cumulus1 may change its fees and payment policies for the Cumulus1 Services by notifying you at least fifteen (15) days before the beginning of the billing cycle inwhich such change will take effect. In addition, changes to the fees or payment policies may be posted on the website (or such other URL Cumulus1 may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
1.4.4 You may not access the Cumulus1Services in a manner intended to avoid incurring fees.
1.5 Content on the Cumulus1 Services and Take-Down Obligations
1.5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Cumulus1 Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” The term Content shall specifically exclude the application that you distribute and run using the Cumulus1 Services and any source code written by you to be used with the Cumulus1 Services (collectively, “Applications”).
1.5.2 Cumulus1 reserves the right(but shall have no obligation) to remove any or all Content from the Cumulus1 Services. You agree to immediately take down any Content that violates theAcceptable Use Policy, including pursuant to a take-down request from Cumulus1. In the event that you elect not to comply with a request from Cumulus1 to takedown certain Content, Cumulus1 reserves the right to directly take down such Content or to disable Applications.
1.5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user’s account on your Application. Cumulus1 reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
1.5.4 You agree that you are solely responsible for (and that Cumulus1 has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Cumulus1 Services and for the consequences of your actions (including any loss or damage which Cumulus1 may suffer) by doing so.
1.5.5 You agree that Cumulus1 has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
1.6 Proprietary Rights
1.6.1 You acknowledge and agree that Cumulus1 (or Cumulus1’s licensors) own all legal right, title and interest in and to the Cumulus1 Services, including any intellectual property rights which subsist in the Cumulus1 Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
1.6.2 Except as provided in Section8, Cumulus1 acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content orApplications that you create, submit, post, transmit or display on, or through, the Cumulus1 Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Cumulus1, you agree that you are responsible for protecting and enforcing those rights and that Cumulus1 has no obligation to do so on your behalf.
1.7 License from Cumulus1 and Restrictions
1.7.1 Cumulus1 gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Cumulus1 as part of the Cumulus1 Services as provided to you by Cumulus1. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Cumulus1 Services as provided by Cumulus1, in the manner permitted by the Terms.
1.7.2 You may not (and you may not permit anyone else to):
(a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Cumulus1Services or any part thereof, unless this is expressly permitted or required bylaw, or unless you have been specifically told that you may do so by Cumulus1, in writing (e.g. through an open source software license); or
(b) attempt to disable or circumvent any security mechanisms used by the Cumulus1 Services or any applications running on the Cumulus1 Services.
1.7.3 Open source software licenses for components of the Cumulus1 Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Cumulus1 for the use of the components of the Cumulus1 Services released under an open source license.
1.7.4 Cumulus1 hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Cumulus1 trademarks and/or logos (“Marks”) as provided by Cumulus1 marketing personnel for the sole purpose of promoting or advertising that you use the Cumulus1 Services and solely in accordance with Cumulus1’s then current Trademark Usage Guidelines, (provided together with the Marks by Cumulus1 marketing personnel). You agree that all goodwill generated through your use of the Cumulus1 Marks shall inure to the benefit of Cumulus1.
1.8 License from You
1.8.1 Cumulus1 claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Cumulus1 Services you give Cumulus1 a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Cumulus1 to provide you with the Cumulus1 Services. Furthermore, by distributing an Application through use of the Cumulus1 Services, you give Cumulus1 a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Cumulus1 to provide you with the Cumulus1 Services.
1.8.2 You may choose to or we may invite you to submit comments or ideas about the Cumulus1 Services, including without limitation about how to improve the Cumulus1 Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Cumulus1 under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You may select the “UNSUBSCRIBE” button in any email communications from us soliciting comments or ideas about Cumulus1, should you not wish to receive further emails of this type.
1.8.3 You agree that Cumulus1, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicising your use of the Cumulus1 Services.
1.9.1 Cumulus1 may, and you grant us permission to, make recommendations via the Cumulus1 Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Cumulus1 Services. We will never make recommendations directly to your End Users.
1.10 Modification and Termination of the Cumulus1 Services
1.10.1 Cumulus1 is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Cumulus1 Services which Cumulus1 provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Cumulus1 Services will be effective with respect to all versions of the Cumulus1 Services; examples of changes to the form and nature of the Cumulus1 Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
1.10.2 You may terminate these Terms at any time by cancelling your account on the Cumulus1 Services. If you make this termination request in writing prior to the 7th day after the commencement of your service with Cumulus1, then you will receive a full refund of all payments made under this Agreement. If your termination request occurs after the 7th day, then you will not receive any refunds.
1.10.3 You agree that Cumulus1, in its sole discretion and for any or no reason, may terminate your account or anypart thereof. You agree that any termination of your access to the Cumulus1 Services may be without prior notice, and you agree that Cumulus1 will not be liable to you or any third party for such termination. If we terminate your access to the Cumulus1 Services for any reason, you will continue to possess your rights as a Data Subject under GDPR.
1.10.4 You are solely responsible for exporting your Content and Application(s) from the Cumulus1 Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
1.10.5 Upon any termination of the Cumulus1 Services or your account these Terms will also terminate, but Sections 6.1, 11,12, 13, 14, and 17 shall continue to be effective after these Terms are terminated.
1.11 Exclusion of warranties
1.11.1 Nothing in these terms, including sections 11 and 12, shall exclude or limit Cumulus1’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law.
1.11.2 You expressly understand and agree that your use of the Cumulus1 Service is at your sole risk and that the Cumulus1 Services are provided “as is” and “as available”.
1.11.3 Cumulus1, its subsidiaries and affiliates, and its licensors make no express warranties and disclaim all implied warranties regarding the Cumulus1 Services, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the forgoing, Cumulus1, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that: (a) your use of the Cumulus1 Service will meet your requirements, (b) your use of the Cumulus1 Services will be uninterrupted, timely, secure or free from error, and (c) usage data provided through the Cumulus1 Services will be accurate.
1.12 Limitation of liability
1.12.1 Subject to Section 11.1 above, you expressly understand and agree that Cumulus1, its subsidiaries and affiliates, and its licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
1.12.2 The limitations on Cumulus1’s liability to you in paragraph 12.1 above shall apply whether or not Cumulus1 has been advised of or should have been aware of the possibility of any such losses arising.
1.13.1 You agree to hold harmless and indemnify Cumulus1, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Cumulus1 and Partners”) from and against any third party claim arising from or in anyway related to (a) your breach of the Terms, (b) your use of the Cumulus1 Services, (c) your violation of applicable laws, rules or regulations in connection with the Cumulus1 Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Cumulus1 will provide you with written notice of such claim, suit or action.
1.14 Copyright Policy
1.14.1 Since we respect artist and content owner rights, it is Cumulus1’s policy to respond to alleged infringement notices.
1.14.2 If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Cumulus1 Service, please notify Cumulus1. For your complaint to be valid, you must provide the following information in writing:
1 An electronic or physical signature of a person authorised to act on behalf of the copyright owner;
2 Identification of the copyrighted work that you claim has been infringed;
3 Identification of the material that is claimed to be infringing and where it is located on the Service;
4 Information reasonably sufficient to permit Cumulus1 to contact you, such as your address, and e-mail address;
5 A statement that you have agood faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or law; and
6 A statement that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
1.14.3 In accordance with applicable law, Cumulus1 has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Cumulus1 may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
1.15 Other Content
1.15.1 The Cumulus1 Services may include hyperlinks to other web sites or content or resources or email content. Cumulus1 may have no control over any web sites or resources which are provided by companies or persons other than Cumulus1. Your use of the hyperlinks is your individual decision.
1.15.2 You acknowledge and agree that Cumulus1 is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources.
1.15.3 You acknowledge and agree that Cumulus1 is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
1.16 Changes to the Terms
1.16.1 Cumulus1 may make changes tothe Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
1.16.2 You understand and agree that if you use the Cumulus1 Services after the date on which the Terms have changed, Cumulus1 will treat your use as acceptance of the updated Terms.
1.17 General Legal Terms
1.17.1 The Terms constitute the whole legal agreement between you and Cumulus1 and govern your use of the Cumulus1 Services (but excluding any services which Cumulus1 may provide to you under a separate written agreement), and completely replace any prior agreements between you and Cumulus1 in relation to the Cumulus1 Services.
1.17.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership, or joint venture.
1.17.3 You agree that Cumulus1 may provide you with notices, including those regarding changes to the Terms: by email, post, or postings on the Cumulus1 Services dashboard. By providing Cumulus1 your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
1.17.4 You agree that if Cumulus1 does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Cumulus1 has the benefit of under any applicable law), this will not be taken to be a formal waiver of Cumulus1 ‘s rights and that those rights or remedies will still be available to Cumulus1.
1.17.5 Cumulus1 shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to,governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet disturbances.
1.17.6 The Terms, and your relationship with Cumulus1 under the Terms, shall be governed by the laws of the United Kingdom without regard to its conflict of laws provisions. You and Cumulus1 agree to submit to the exclusive jurisdiction of the courts located within London, United Kingdom to resolve any legal matter arising from the Terms.
1.17.7 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Cumulus1 Services upon written notice to the assigning party.
1.18 Export control
1.18.1 Cumulus1 Services may be subject to United States (US) export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (EAR) maintained by the US Department of Commerce; trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State. You warrant that you are (1) not located in Republic of Cuba, Islamic Republic of Iran, People’s Democratic Republic of North Korea, the Republic of the Sudan, or Syrian Arab Republic; and (2) are not a denied party as specified in the regulations listed above.
1.18.2 You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Cumulus1 under the terms to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorisation from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of the Terms.