CloudGenix Terms of Use Thank you for your interest in CloudGenix, Inc. ("CloudGenix" or "we"). Please read carefully the following terms and conditions (the "Terms"), as they govern your access to and use of the CloudGenix Inc. website at cloudgenix.com (the "Site"), as well as all related websites, networks, downloadable software, mobile applications, and other services provided by CloudGenix and on which a link to these Terms of Use is displayed (collectively, together with the Site, our "Service"). BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND THE CLOUDGENIX PRIVACY POLICY. If you are accessing or using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization. If you are not eligible, or do not agree to these Terms, you may not use the Service. 1. Ownership; Proprietary Rights. The Service is owned and operated by CloudGenix. All elements of the Service (the "Materials") provided by CloudGenix are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Service are the property of CloudGenix or third-parties. The Materials and the Services may be used only in accordance with the features and functionality made available to you and for a permitted use. CloudGenix reserves all rights to the Materials not granted expressly in these Terms. The trademarks names, titles, trademarks, service marks, and logos ("Trademarks") that appear on the Site are registered and unregistered marks of the CloudGenix, its licensors or content providers, or other third parties. All use of the Trademarks on the Site is strictly prohibited without prior written authorization. You acknowledge and agree that no Trademark rights are granted to you. If you make suggestions to CloudGenix on improving or adding new features to the CloudGenix Service, CloudGenix shall have the right to use your suggestions without any compensation to you. 2. Acceptable Use Policy. You agree to use the Service in accordance with the Acceptable Use Policy available at: cloudgenix.com/aup. The Acceptable Use Policy is incorporated by this reference into, and made a part of, these Terms. 3. Privacy Policy. Please read the CloudGenix Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The CloudGenix Privacy Policy is incorporated by this reference into, and made a part of, these Terms. http://www.cloudgenix.com/company/privacy 4. Termination of Use; Discontinuation and Modification of the Service. If you violate any provision of these Terms, your permission to use the Service will terminate automatically. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service, including the discontinuation thereof. 5. Additional Terms. Your access to and use of the Service is subject to any and all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to on the Service, and any other agreement entered into between you and CloudGenix. 6. Changes to the Terms. We reserve the right, at our discretion, to change these Terms on a going- forward basis at any time. Please check these Terms periodically for changes. 7. Disclaimers; No Warranties. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. CLOUDGENIX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES AND AGENTS (COLLECTIVELY, THE "CLOUDGENIX ENTITIES") SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE CLOUDGENIX ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALINGS WITH OTHER SERVICE USERS, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 8. Limitation of Liability. IN NO EVENT WILL THE CLOUDGENIX ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE CLOUDGENIX ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE CLOUDGENIX ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 9. Digital Millennium Copyright Act. 9.1 DMCA Notification. CloudGenix complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. 512, as amended). If you have any complaints regarding material posted on the Service, you may contact our designated agent at: CloudGenix, Inc. (Attn: DMCA Agent) 2665 N 1st Street Suite 110 San Jose, CA 95134 E-mail: DMCA@cloudgenix.com Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other material that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the owner of the copyright or other intellectual property right or are authorized to act on the behalf of the owner of the copyright or other intellectual property right. 9.2 Repeat Infringers. CloudGenix shall, without notice, prohibit any user from accessing or using the Service who is determined by CloudGenix to be a "repeat infringer." A repeat infringer is a user who has been notified of infringing activity more than twice. 10. Governing Law; Arbitration. These Terms shall be governed by the laws of the State of California, without reference to conflict of laws principles. All disputes of any nature arising out of or in connection with these Terms shall be finally settled by arbitration conducted in Santa Clara County, California, under the rules of commercial arbitration of the American Arbitration Association. Any award rendered by an arbitrator(s) shall be final and binding on the parties. Notwithstanding the foregoing, in the event of a breach of your obligations hereunder, CloudGenix may seek injunctive or other equitable relief in any court of competent jurisdiction. In the event that the parties litigate any dispute, controversy or claim arising out of or in connection with these Terms, the jurisdiction will be only in a United States Federal or State Court located in Santa Clara County, California, and the parties hereby consent to the jurisdiction and venue of such courts. In any action between the parties to enforce any of the terms of these Terms, the prevailing party will be entitled to recover reasonable expenses, including reasonable attorney's fees. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. 11. General. These Terms, together with the Privacy Policy, Acceptable Use Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and CloudGenix regarding your access to and use of the Service, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 1 and 5 through 11. 12. Contact Information. The services hereunder are offered by CloudGenix, Inc., located at 2665 N 1st St, Suite 110, San Jose, California 95134. You may contact CloudGenix by sending correspondence to the foregoing address or by emailing CloudGenix at info@cloudgenix.com. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.