Terms of Use

NYYankeesFragrance.com

Effective Date: April 9, 2012

IMPORTANT! PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING THE SITE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY AND YOUR INDEMNITY TO US. BY ACCESSING OR USING THIS SITE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS SITE.

About These Terms

These Terms govern your use of this web site and its associated services (the “Site”) regardless of how you access or use it. Cloudbreak Group, LLC and/or its affiliates, subsidiaries and related entities (“The Cloudbreak Group” or “we,” “our” or “us”)) owns and operates this Site. These Terms also apply to interactive features, widgets, applications, content or downloads that are owned and/or operated by The Cloudbreak Group, are available through the Site or that interact with the Site and post these Terms. These Terms do not apply to any other web site or any offline activities by The Cloudbreak Group (unless specifically stated).

By accessing, browsing, or using the Site, you agree to all the terms and conditions of these Terms, and any additional terms that govern certain registrations, products or services offered via the Site that you take advantage of or participate in, which are presented in conjunction with such registrations, products or services (“Additional Terms”). The Additional Terms are incorporated by reference into these Terms. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

In addition, please review the Site’s Privacy Policy, which explains our information collection practices, such as the types of information we collect regarding visitors to the Site and how we may use that information. By using the Site, you acknowledge and accept the Site’s Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy. By using the Site, you further agree that The Cloudbreak Group may change, alter, or modify the settings or configurations on your Internet Device (defined below) in order to allow for or optimize your use of the Site.

Table of Contents

It is important that you read and understand all of these Terms before using the Site. However, this table of contents highlights key issues and points and you can click on it to be taken to the full explanation.

  1. Account Registration See section 1.
  2. Terms Applicable For Purchases on the Site See section 2.
  3. Ownership and Rights to Use Site Content See section 3.
  4. Content You Submit and Forum Usage Rules See section 4.
  5. Site and Content Use Restrictions See section 5.
  6. Procedure for Alleging Copyright Infringement See section 6.
  7. Procedure for Alleging Infringement of Other Intellectual Property See section 7.
  8. Contests, Sweepstakes and Other Promotions See section 8.
  9. Linked-To Websites; Advertisements; Dealings with Third Parties See section 9.
  10. Linking Policy See section 10.
  11. Wireless See section 11.
  12. Items Available for Download See section 12.
  13. Disclaimer of Warranties See section 13.
  14. Limitation of Liability/Waiver of Unknown Claims See section 14.
  15. Indemnification See section 15.
  16. Governing Law, Jurisdiction, No Class Actions and Waiver of Injunctive Relief See section 16.
  17. Termination and Modifications See section 17.
  18. Location of Site and Territorial Restrictions See section 18.
  19. Updates to Terms [See section 19.
  20. Miscellaneous See section 20.
  21. Questions See section 21.

1. Account Registration

This Site may require you to register for an account (“Account”) in order to take advantage of certain features or services provided on the Site such as purchasing products or services that are offered on the Site. If you elect to take advantage of such features or services, you must register on the Site by completing the applicable registration form to create your Account with a unique username and password. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain Site Content (defined below) or participate in certain features of the Site. By registering with the Site, you represent and warrant that the information you provide on the registration form is true, complete and accurate, and acknowledge that it is your responsibility to keep registration and credit card information (if any) current. You also agree that –

  • your username is only for your personal use, that you will not sell, transfer or assign your Account, and that you will not allow others to use your Account or your username or password to access the Site under any circumstances;
  • you are responsible for maintaining the confidentiality of your username and password, and for notifying The Cloudbreak Group at contactus@thecloudbreakgroup.com if you believe there is or may have been a compromise of your username or password, or any unauthorized use of your Account; and
  • you are fully responsible for all transactions and other activities that are undertaken using your username or password, including unauthorized use, until you terminate your Account or notify The Cloudbreak Group that your username or password has been lost, stolen or otherwise compromised.

The Cloudbreak Group reserves the right to terminate your Account or otherwise deny you access, in its sole discretion, for any reason without notice and without liability.

2. Terms Applicable For Purchases on the Site

A. Generally. To purchase any goods and/or services on our Site, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence. Prior to the purchase of any goods or services on our Site, you must provide a valid credit card number, debit card, PayPal account or Google Checkout account and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card. By submitting that information to us, you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. All sales of products and services are final. All charges from those sales are non-refundable. For each product or service that you order on the Site, you agree to pay the price applicable (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. The Cloudbreak Group will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.

B. Methods of Payment, Credit Card Terms and Taxes. All payments must be made by VISA, MasterCard, Discover, American Express, PayPal Google Checkout Account. We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not this Terms of Use to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT THE CLOUDBREAK GROUP, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify The Cloudbreak Group of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If The Cloudbreak Group does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by The Cloudbreak Group or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. The Cloudbreak Group shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.

C. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. The Cloudbreak Group reserves the right at any time after receipt of your order to accept or decline your order for any reason. The Cloudbreak Group further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by The Cloudbreak Group upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order) or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with The Cloudbreak Group has been effected until you receive a confirmation from The Cloudbreak Group via email or the Site. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your account was received.

D. No Responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product or service offered on this Site as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Site is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, The Cloudbreak Group shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card prior to cancellation, we will issue a credit to your account in the amount of the charge.

*E. Modifications to Prices or Billing Terms. THE CLOUDBREAK GROUP RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR PRODUCTS OR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY E-MAIL DELIVERY TO YOU.

3. Ownership and Rights to Use Site Content

A. Content. The Site contains a variety of: (1) materials and other items relating to The Cloudbreak Group and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, opinions, directories, guides, graphics, photographs, illustrations, images, video and audio clips, music, sounds, scripts, advertising and promotional materials, data, files, software, compilations, designs, technology, graphical interface, instructions, overall “look and feel” and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material (including source and object code), and (2) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of The Cloudbreak Group, and the domain names and URLs associated therewith, whether registered or unregistered, and (3) other forms of intellectual property (all of the foregoing collectively and individually are referred to as: “Site Content”).

B. Ownership. The Site (including past, present, and future versions) and the Site Content are owned or controlled by The Cloudbreak Group and our licensors and certain other third parties. All right, title, and interest in and to the Site Content available via the Site is the property of The Cloudbreak Group or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible. The Cloudbreak Group owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Site Content on the Site.

C. License. Subject to your strict compliance with these Terms and any Additional Terms, The Cloudbreak Group grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Site Content (excluding source and object code in raw form or otherwise, other than as made available to access and use via a standard web browser to enable display) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, an “Internet Device”) for your personal, non-commercial use only, and (ii) to use certain Site Content that we may from time to time make available on the Site explicitly for you for use as part of your User-Generated Content (defined below) (“TCG Licensed Elements”), but only for such purposes as may be explicitly stated at the time that the TCG Licensed Elements are made available on the Site; but we and our licensors and certain other third parties, as the case may be, retain ownership of such TCG Licensed Elements. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Site Content, and (ii) may be immediately suspended or terminated for any reason, in The Cloudbreak Group’s sole discretion, and without advanced notice or liability. In some instances, we may permit you to have greater access to and use of Site Content and/or TCG Licensed Elements, subject to certain Additional Terms.

D. Rights of Others. In using the Site, you must respect the intellectual property and other rights of The Cloudbreak Group and others. Your unauthorized use of Site Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. The Cloudbreak Group respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Site, then please see Section 6 below.

4. Content You Submit and Forum Usage Rules

A. User-Generated Content.

(i) General. The Cloudbreak Group may now or in the future offer visitors to the Site the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Site (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding TCG Licensed Elements included therein, “User-Generated Content”). The Cloudbreak Group may do this through forums, blogs, message boards, social networking environments, social communities, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content.

(ii) Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Site’s posted Privacy Policy [http://nyyankeesfragrance.com/pages/privacy] or any Additional Terms, you agree that: (a) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) The Cloudbreak Group does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon The Cloudbreak Group’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content.

In your communications with The Cloudbreak Group, please keep in mind that The Cloudbreak Group does not accept or consider any unsolicited ideas or materials for products or services, or even improvements to products or services, such as ideas, concepts, inventions, books, scripts, screenplays, etc. (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Site are deemed User-Generated Content and licensed to us as set forth below. In addition, The Cloudbreak Group retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. The Cloudbreak Group’s receipt of your Unsolicited Ideas and Materials is not an admission by The Cloudbreak Group of their novelty, priority, or originality, and it does not impair The Cloudbreak Group’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

(iii) License to The Cloudbreak Group of Your User-Generated Content. Except as otherwise described in any Additional Terms (such as a contest official rules), which govern the submission of your User-Generated Content), you hereby grant to The Cloudbreak Group, and you agree to grant to The Cloudbreak Group, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, manufacturing, and marketing products and/or services. In order to further effect the rights and license that you grant to The Cloudbreak Group to your User-Generated Content, you also hereby grant to The Cloudbreak Group, and agree to grant to The Cloudbreak Group, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 4(A)(iii).

(iv) The Cloudbreak Group’s Exclusive Right to Manage All User-Generated Content. The Cloudbreak Group may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and The Cloudbreak Group may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party. The Cloudbreak Group reserves the right, however, to treat User-Generated Content on the Site as content stored at the direction of users for which The Cloudbreak Group will not exercise control except to block or remove content that comes to The Cloudbreak Group’s attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable, or to enforce the rights of third parties or the content restrictions set forth below in the Rules (defined in Section 4(B) below) when notice of their violation comes to The Cloudbreak Group’s attention. Such User-Generated Content submitted by you or others need not, however, be maintained on the Site by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Site or elsewhere.

(v) Representations and Warranties Related to Your User-Generated Content. Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content: (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant The Cloudbreak Group the rights to it that you are granting by these Terms and any Additional Terms, all without any obligation to obtain consent of any third party and without creating any obligation or liability of The Cloudbreak Group; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to The Cloudbreak Group’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms (including the Rules) or any Additional Terms, or cause injury or harm to any person.

(vi) Enforcement. The Cloudbreak Group has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at The Cloudbreak Group’s cost and expense, to which you hereby consent and irrevocably appoint The Cloudbreak Group as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

B. Forum Usage Rules. As a user of the Site, these Forum Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Site’s online forums or similar features (“Forums”).

(i) Nature of Rules. Your participation in Forums is subject to all the terms in these Terms, including these Rules:

  • Your User-Generated Content Must Be Yours. All of your User-Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User-Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User-Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User-Generated Content or has any rights to your User-Generated Content, or if anyone appears in the User-Generated Content, then you must also have their permission to submit such User-Generated Content to The Cloudbreak Group. (For example, if someone has taken a picture of you and your friend, and you submit that photo to The Cloudbreak Group as your User-Generated Content, then you must obtain your friend’s and the photographer’s permission to do so.)

  • Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Site, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.

  • Act Appropriately. Be respectful of others’ opinions and comments so we can continue to build Forums for everyone to enjoy. If you think your User-Generated Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Site. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your User-Generated Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap. Your User-Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.

  • Does your User-Generated Content contain music? Your User-Generated Content may not contain any music unless the work and performance is original with you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.

  • Do Not Use for Commercial or Political Purposes. Your User-Generated Content must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law.

  • Do Not Use for Inappropriate Purposes. Your User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity.

  • No violence. Your User-Generated Content may not promote violence or describe how to perform a violent act.

  • Be Honest and Do Not Misrepresent Yourself or Your User-Generated Content. Do not impersonate any other person, user, or company, and do not submit User-Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.

  • Others Can See. We hope that you will use the Forums to exchange information and content and have discussions with other members. However, please remember that the Forums are a public forum and User-Generated Content that you submit on the Site within a Forum may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on Forum spaces and take care when disclosing this type of information to others.

  • Don’t Share Other Peoples’ Personal Information. Your User-Generated Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by The Cloudbreak Group.

  • Don’t Damage the Site or Anyone’s Computers or Other Internet Devices. Your User-Generated Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Site or any computer or other Internet Device.

If you submit User-Generated Content that The Cloudbreak Group reasonably believes violates these Rules, then we may take any legal action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We reserve the right to request at any time proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Site.

(ii) Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

C. Alerting Us of Violations. If you discover any content that violates these Terms, then you may report it to: contactus@thecloudbreakgroup.com. For alleged infringements of intellectual property rights, see Section 6 below.

5. Site and Content Use Restrictions

A. Site Use Restrictions. You agree that you will not: (i) aside from the purchase of goods or services offered for sale by The Cloudbreak Group or its affiliates, use the Site for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any The Cloudbreak Group trademarks or trade names; (iii) engage in any activities through or in connection with the Site that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to The Cloudbreak Group; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Site source or object code or any software or other products, services, or processes accessible through any portion of the Site; (v) engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, The Cloudbreak Group, or other users of the Site; (vi) interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Site, the Site Content, or the User-Generated Content; or (vii) otherwise violate these Terms or any Additional Terms.

B. Content Use Restrictions. You also agree that, in using the Site Content (other than your User-Generated Content that does not contain any TCG Licensed Elements): (i) you will not monitor, gather, copy, or distribute such Site Content (except as may be a result of standard search engine or activity or use of a standard Internet browser) on the Site by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Site Content (including any images, text, or page layout); (iii) you will keep intact all trademark, copyright, and other intellectual property notices contained in such Site Content; (iv) you will not use such Site Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Site Content (other than to the extent of your permitted use of the TCG Licensed Elements, if applicable); (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party website, or otherwise use or exploit such Site Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of The Cloudbreak Group or, in the case of Site Content from a licensor, the owner of the Site Content; and (vii) you will not insert any code or product to manipulate such Site Content in any way that adversely affects any user experience.

C. Availability of Site and Site Content. The Cloudbreak Group may immediately suspend or terminate the availability of the Site and Site Content (and any elements and features of them) for any reason, in The Cloudbreak Group’s sole discretion, and without advance notice or liability.

D. Reservation of All Rights Not Granted as to Site Content and Site. These Terms and any Additional Terms include only narrow, limited grants of rights to Site Content and to use and access the Site. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by The Cloudbreak Group and its licensors and other third parties. Any unauthorized use of any Site Content or the Site for any purpose is prohibited.

6. Procedure for Alleging Copyright Infringement

A. DMCA Notice. The Cloudbreak Group will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Site, then you may send us a written notice that includes all of the following:

  • a legend or subject line that says: “DMCA Copyright Infringement Notice”;
  • a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Site on which the material appears);
  • your full name, address, telephone number, and e-mail address;
  • a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
  • your electronic or physical signature.

The Cloudbreak Group will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses below:

By Mail: The Cloudbreak Group
85 Fifth Avenue, 12th Floor
New York, NY 10003
Attn: Copyright Agent
(with subject “Copyright Complaints”)

By E-Mail: contactus@thecloudbreakgroup.com By Fax : (631) 439-2262

It is often difficult to determine if your copyright has been infringed. The Cloudbreak Group may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and The Cloudbreak Group may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting The Cloudbreak Group’s other rights, The Cloudbreak Group may, in appropriate circumstances, terminate a repeat infringer’s access to the Site and any other website owned or operated by The Cloudbreak Group.

B. Counter-Notification. If access on the Site to a work that you submitted to The Cloudbreak Group is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

  • a legend or subject line that says: “DMCA Counter-Notification”;
  • a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Site from which the material was removed or access to it disabled);
  • a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  • your full name, address, telephone number, e-mail address, and the username of your account;
  • a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Northern District of Illinois), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
  • your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed of disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Site. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

7. Procedure for Alleging Infringement of Other Intellectual Property

If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Site, then you may send us a written notice to the addresses set forth above that includes all of the following:

  • a legend or subject line that says: “Intellectual Property Infringement Notice”;
  • a description of the intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Site on which the material appears);
  • your full name, address, telephone number, and e-mail address;
  • a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;
  • a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and
  • your electronic or physical signature.

We will act on such notices in our sole discretion. Any user of the Site that fails to respond satisfactorily to The Cloudbreak Group with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

8. Contests, Sweepstakes and Other Promotions

From time to time, The Cloudbreak Group may conduct promotions on or through the Site, including without limitation, contests, sweepstakes and other promotions (“Promotions”). Each Promotion may have additional terms and/or rules of participation (“Promotion Rules”), which will be posted or otherwise made available to you. The Promotion Rules for each Promotion in which you participate will be deemed incorporated into and form a part of these Terms. It is your responsibility to read the Promotion Rules to determine whether or not your participation, registration, or entry will be valid or restricted, and to determine your participation requirements.

9. Linked-To Websites; Advertisements; Dealings with Third Parties

A. Linked Websites; Advertisements. The Site may contain links, as part of third-party ads on the Site or otherwise, to or from third-party websites (“Linked Websites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with The Cloudbreak Group. The Cloudbreak Group may have no control over the content, operations, policies, terms, or other elements of Linked Websites, and The Cloudbreak Group does not assume any obligation to review any Linked Websites. The Cloudbreak Group does not endorse, approve, or sponsor any Linked Websites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, The Cloudbreak Group is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. Finally, The Cloudbreak Group will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party hyperlinked sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use, and rules issued by the operator of the Linked Websites. The Cloudbreak Group disclaims all liability in connection therewith.

B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Site (including on or via Linked Websites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). The Cloudbreak Group disclaims all liability in connection with therewith.

10. Linking Policy

The Cloudbreak Group grants you the revocable permission to link to the Site; provided, however, that your web site, or any third party websites that link to the Site: (a) must not imply that The Cloudbreak Group or the Site are endorsing or sponsoring it or its products, unless The Cloudbreak Group has given its prior written consent; (b) must not present false information about, or disparage, tarnish, or otherwise, in The Cloudbreak Group’s sole opinion, harm The Cloudbreak Group or its products or services; (c) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in The Cloudbreak Group’s sole opinion); and (d) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Site, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, The Cloudbreak Group reserves the right to prohibit linking to the Site for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.

11. Wireless

A. Wireless Features. The Site may offer certain features and services that are available to you via your wireless Internet Device. These features and services may include the ability to access the Site’s features and upload content to the Site, receive messages from the Site, and download applications to your wireless Internet Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Internet Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Site for Wireless Features, then you agree to notify The Cloudbreak Group of any changes to your wireless contact information (including phone number) and update your accounts on the Site to reflect the changes.

12. Items Available For Download

Any items that we make available for download or use from the Site and/or our servers (the “Downloadable Items”) are the copyrighted work of The Cloudbreak Group or its licensors or suppliers. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH DOWNLOADABLE ITEMS. Note that if you install certain applications that may be available via the Site, you consent to the download of software to your computer and accept these Terms and any Additional Terms related to such application.

13. Disclaimer of Warranties

THE SITE, INCLUDING, WITHOUT LIMITATION, THE SITE CONTENT, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE CLOUDBREAK GROUP AND ITS PARENT, SUBSIDIARIES OR AFFILIATES AND EACH OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, AGENTS, VENDORS, AND CONTRACTORS (COLLECTIVELY, THE “TCG PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE SITE CONTENT ON OR PROVIDED THROUGH THE SITE; (C) THE DOWNLOADABLE ITEMS; (D) USER-GENERATED CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITE; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SITE; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM THE CLOUDBREAK GROUP OR VIA THE SITE. IN ADDITION, THE TCG PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE TCG PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR OTHER MALWARE. THE TCG PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE TCG PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE TCG PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.

BY ACCESSING OR USING THE SITE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.

14. Limitation of Liability/Waiver of Unknown Claims

A. LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES WILL THE TCG PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SITE; (B) THE SITE CONTENT; (C) THE DOWNLOADABLE ITEMS; (D) USER-GENERATED CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE TCG PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITE’S TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, WIRELESS DEVICES, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE TCG PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE). IN NO EVENT WILL THE TCG PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES, COUNTRIES, PROVINCES AND TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE TCG PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00 USD).

YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY OF THE SITE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE OR THE SITE CONTENT.

B. WAIVER OF UNKNOWN CLAIMS. BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

15. Indemnification

You agree to defend (if requested by The Cloudbreak Group), indemnify and hold harmless the TCG Parties from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) User-Generated Content; (b) your use of the Site or activities in connection with the Site; (c) your breach or anticipatory breach of these Terms or any Additional Terms; (d) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your Internet Device used to access the Site, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or entity or defames any person; (f) any misrepresentation made by you; or (g) the TCG Parties’ use of your information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the TCG Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the TCG Parties retain the exclusive right to settle, compromise and pay any and all Claims and Losses. The TCG Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a TCG Party.

16. Governing Law, Jurisdiction, No Class Actions and Waiver of Injunctive Relief

We hope we never get into any disputes with you but just in case, here are some things that would apply:

A. GOVERNING LAW/JURISDICTION. THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITE, THE USE OR ACCESS THEREOF, OR THESE TERMS MUST BE IN THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK AND YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN NEW YORK, NEW YORK FOR ANY SUCH LEGAL PROCEEDING. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO ANY SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

B. No Class Actions. To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may have in connection with or related to the Site will be resolved individually, without resort to any form of class action.

C. WAIVER OF INJUNCTIVE RELIEF. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY THE CLOUDBREAK GROUP (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF THE CLOUDBREAK GROUP.

17. Termination and Modifications

A. Termination. The Cloudbreak Group reserves the right to terminate your access to and use of the Site, in its sole discretion, without notice and liability, including, without limitation, if The Cloudbreak Group believes your conduct fails to conform with these Terms. The Cloudbreak Group also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Site or The Cloudbreak Group. Any violation, or potential violation, of these Terms may be referred to law enforcement authorities.

B. Modifications. The Cloudbreak Group reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Site Content available on the Site, without limitation, in whole or in part, including the cessation of all activities associated with the Site, with or without notice. You agree that The Cloudbreak Group will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any part thereof.

What happens upon Termination? Upon termination of your access to the Site, or upon demand from The Cloudbreak Group, all rights granted to you under these Terms will cease immediately, and you agree that you will: (a) immediately discontinue use of the Site, including links to the Site; and (b) destroy all Site Content obtained from the Site and all related documentation.

18. Location of Site and Territorial Restrictions

A. Location of Site. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject The Cloudbreak Group to any registration requirement within such jurisdiction or country. The Cloudbreak Group controls and operates the Site from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on his or her own initiative and is responsible for compliance with United States and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

B. Software. Software related to or made available by the Site may be subject to United States export controls. Thus, no software from the Site may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Site, 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 such list.

19. Updates to Terms

The Cloudbreak Group reserves the right to modify or add to these Terms or any Additional Terms, at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Site so that they are accessible via a link on the home page of the Site, and that your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Additional Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward.

20. Miscellaneous

These Terms cannot be changed or terminated orally. Any failure of The Cloudbreak Group to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by The Cloudbreak Group of any provision of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of The Cloudbreak Group. The Cloudbreak Group may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of The Cloudbreak Group. If any provision of these Terms is held to be illegal, invalid, or unenforceable, then the provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions. The section titles in these Terms are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against The Cloudbreak Group by virtue of having drafted them. The Cloudbreak Group reserves the right to deny access to all or part of the Site to you or any person in its sole discretion without notice or liability of any kind. Any violation of these Terms may be referred to law enforcement authorities. These Terms, together with any Additional Terms and Rules, constitutes the entire understanding and agreement between you and The Cloudbreak Group and supersedes any and all prior or inconsistent understandings relating to the Site and your use of the Site and services provided by the Site.

21. Questions

If you have questions about these Terms, you may contact us at contactus@thecloudbreakgroup.com or:

The Cloudbreak Group
85 Fifth Avenue, 12th Floor
New York, NY 10003