Cloud Cellar Web Site and Service Terms and Conditions of Use Welcome to Cloud Cellar. Below are our Terms and Conditions for accessing or using our cloud storage services. The terms “we” “us” or “company” refer to the company Cloud Cellar LLC. The terms “you” or “user” refers to individuals or entities that access or use of our services. Note: if you are using this service on behalf of a legal entity you represent to us that you are an authorized representative of that entity and you have the right to bind that company to these Terms of Use. Before using, accessing, or visiting our website, cloud application, mobile app, or accessing any of our other services (collectively “Services”) take some time to review these Terms and Conditions of Use (“Terms”). By using the Services or registering with us, you agree to comply with and accept the following Terms and Conditions of use, which together with our Privacy Policy apply to you when you view, access, or otherwise use the website or its Services. You also agree to comply with any applicable local and federal laws, and regulations. We urge you to check these Terms and Conditions frequently for updates, as they may change. If you do not wish to comply with these Terms, please refrain from using or accessing getcloudcellar.com in any way. These Terms shall remain in full force and effect while you use or access the Services. You may terminate your user registration at any time, for any reason, by following user account procedures or by contacting support@getcloudcellar.com. We may terminate your registration at any time, without warning. Even after registration is terminated, these Terms will remain in effect. PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. 1. Scope of Service Cloud Cellar provides its users with the opportunity to automatically backup and restore your Windows Azure services. We are an independent company and not affiliated with Windows Azure. We reserve the sole right to either modify or discontinue the website, including any features or services, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Any new features to the services we provide on this site shall also be subject to this Agreement. Given the nature of changing technology, you understand and agree that temporary interruptions of the Services may occur as normal events. You further understand and agree that we have has no control over third party networks you may access in the course of the use of this Service, and therefore, delays and disruption of other network transmissions are completely beyond our control. You understand and agree that the services available on this site are provided ““AS IS“ and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. 2. Account You will have the opportunity to set up an account at https://www.getcloudcellar.com/Account/Register. You simply need to sign up and provide us with a user ID and create a password. You also have the option to register directly through the Azure portal. When you register with us, you represent that all registration information is accurate, complete, and current. Until you apply for an account, your access to the Services is limited to the areas of the service that are made available to the general viewing public. Cancellation. To cancel your account, you must provide us with at least 30 days' notice and follow the process we specify on the Website. If you cancel, the Services will end at the end of your current Services period following the 30 days' notice. If you fail to cancel as required, we will automatically renew the Service for the same term and will charge your payment information on file with us commencing on the first day of the renewal term. In the event of cancellation, Cloud Cellar may take up to ninety (90) days to delete your account and accompanying files. 3. Your Files By using our Services you may provide us with information, files and folders that you store on cloud cellar (“your files”). You retain full ownership to your files. We don’t claim any ownership of any of it. These Terms only grant us a limited license to run and provide services to you. For example, we may need your permission to do things with your files such as hosting the files, sharing them, making them visible to you, generating document previews, etc. Your limited license is giving us the permission we need to do those things solely to provide the Services, which also extends to trusted third parties we work with to provide the Services. Please review our Privacy Policy to understand how we collect and use your information. 4. Restricted Use License Subject to your compliance with these Terms, Cloud Cellar grants you a non-exclusive, non-transferable, non-sublicenseable, worldwide, license for personal, non-commercial, use to access the Services. This is a grant of a license, and not a transfer of title or ownership. You are expressly prohibited from modifying or copying any materials or content on the Service; using the materials or content for any commercial purpose, or for any public display; attempting to decompile or reverse engineer any services provided through the website; removing any proprietary notations from the content on the Service; or transferring any content or materials to another person or attempting to ‘mirror’ the content or materials on any other server. This license shall automatically terminate if you violate any of these restrictions. Further Cloud Cellar may terminate your account or use of the services at any time for any reason and without notice to you. If your account is terminated, Cloud Cellar will delete all account details and files, Cloud Cellar reserves up to ninety (90) days for this to take effect. 5. Fees and Payment Fees. You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the charges and fees (such as recurring monthly or annual fees) set forth on the Website (collectively, "Fees"), taxes, and other charges and fees incurred in order to access the Services. You will pay Fees in the currency we quoted for your account (and we reserve the right to change the quoted currency at any time). We will automatically charge your credit card or other account at the start of the billing period and at the start of each renewal period. Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, annually or otherwise) and are non-refundable. This includes accounts that are renewed. Fees for Upgrade. If you upgrade or expand your use of the Services (for example, to obtain additional storage, User access, features or functionality to the Services) ("Services Upgrade"), additional fees may be due at the then-current pricing. If additional fees are due, those fees will be immediately charged to your credit card or other account and will apply for the entire month in which the Services Upgrade occurred. Fee Increases.We will notify you in advance, either through a posting on this Website or by email to the address you have most recently provided to us, if we increase Fees or institute new charges or fees. Any increase in Fees will take effect at the beginning of the next month of subscription term for the Services. For example, if you pay monthly, your use of the Services will be charged at the new price when Services are renewed in the month that follows the notice. If you don't agree to these changes, you must cancel and stop using the Services. Invoicing and Payment Terms. You agree to keep all information in your billing account current. You may change your payment method or modify your billing account information at any time by using the means provided on the Website. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. In the event that we invoice you, then all fees will be due and payable upon receipt. We reserve the right to charge, and you agree to pay, a late fee on past due amounts. The late fee will be equal to the lesser of 1.5% of the unpaid amount each month or the maximum amount allowed by applicable law. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs. In addition, we may suspend your access to the Services, or cancel the Services, if your account is past due. 6. Restrictions To maintain the integrity of our service and to protect you and other users, you agree to refrain from engaging in any of the following activities while using our Services. Using the Service for any unlawful purposes or illegal activities or attempting to store or transmit content that is unlawful, defamatory, threatening, or that violates the intellectual property rights or privacy of others Attempting to sell, rent, resell, lease, or sublicense the Services to any third party. Modifying, tampering with, or otherwise creating derivative works of the Services. Reverse engineer, disassemble, or decompile the Services, or attempt to derive source code from the Services; Using the Service for the purpose of spamming anyone or transmitting chain letters or other unsolicited mail; Accessing or tampering with non-public areas of the Service, our computer systems, or the technical delivery systems of our providers; Probing, scanning, or testing the vulnerability of any system or network or breach or circumvent any security or authentication measures; Forging any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; Collecting or harvest any personally identifiable information, including account names, from the Service; Impersonating another person or otherwise misrepresent your affiliation with a person or entity, conducting fraud; or Interfering with or disrupting (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service. 7. Proprietary Rights All right, title, and interest in and to the Service (excluding the content we store and back up for you) are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in the Terms gives you a right to use the Cloud Cellar name or any of our trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and agree that we can use the feedback, comments, and suggestions without any obligation to you. You, the user, shall own all the rights, title, and interest in to any content, materials, or otherwise that you request to be stored or backed up through our Services. You represent to us, that you either own or have the express permission or license to store, back up, or otherwise use the content or materials. 8. Data Loss and Maintenance While we aim to prevent premature loss or deletion of data files on the server, we cannot completely anticipate events like server meltdown, unauthorized security disclosure, hardware or equipment failure, or human-error. Any information or content that you save, upload, backup, communicate, or receive can be deleted or “lost” at any time without notice, and without the possibility of recovery. Further, we cannot control the underlying cloud provider and thus we are not responsible for any activity or inactivity that is a result of errors of the third party cloud service provider. For additional information on protecting your data please review our Privacy Policy. Please be aware that during periods of maintenance and upgrade your files may not be available. We will attempt to notify you in advance but we are not under an obligation to do so. Disclaimer ALL INFORMATION, CONTENT, SERVICES, AND MATERIAL AVAILABLE ON THROUGH THIS SERVICE IS PROVIDED ON AN “AS IS” BASIS. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. TO THE FULL EXTENT APPLICABLE BY LAW WE DISCLAIM ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT ABLE TO WARRANT THE NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. NEITHER THE COMPANY OR ANY OTHER PERSON OR ENTITY INVOLVED GUARANTEES THAT SERVICE THROUGH THIS WEBSITE WILL BE TIMELY, SECURE, UNINTERRUPTED, OR DEFECT-FREE. WE DO NOT GUARANTEE THE ACCURACY OF ANY INFORMATION OR MATERIAL FOUND ON THIS SERVICE. 9. Limitations In no event shall Cloud Cellar or its suppliers be liable for any direct, indirect, incidental, special, or consequential damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the content and services on Cloud Cellar's Internet site, even if Cloud Cellar or a Cloud Cellar authorized representative has been notified orally or in writing of the possibility of such damage. The Company’s total liability to you, if any, shall be the lesser of $100 or the total fees that you paid us during the previous three-month period. 10. Revisions and Errata The content appearing on Cloud Cellar's web site could include technical, typographical, or photographic errors. Cloud Cellar does not warrant that any of the content or other materials on its website are accurate, complete, or current. Cloud Cellar may make changes to the content and materials contained on its website at any time without notice. Cloud Cellar does not, however, make any commitment to update the materials. 11. Third party links The Service may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied. 12. Indemnity You hereby agree to indemnify and hold us harmless and our subsidiaries and affiliates, and their respective members, employees and agents, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including attorneys fees) insofar as such losses arise out of your content, data, from your unauthorized use of content obtained through the Service, are based on any claim that content you submit infringes on any trademark, trade name, service mark, copyright, license, publicity right, privacy right, goodwill, patent, or other intellectual property or proprietary right of any third party, your breach of this agreement, or any other such acts arising from your use of the Service. 13. Dispute Resolution Policy You agree to the following dispute resolution policy in connection with any potential claims or disputes arising from your use of this Service. Informal Negotiations. Parties to a dispute concerning the terms and conditions of use, the Privacy Policy, or the use of this website will attempt to informally negotiate a potential settlement or resolution to the dispute; Online Arbitration. In the event that informal negotiations are unsuccessful, the parties agree to follow the American Arbitration Association’s online arbitration procedures to resolve the dispute. Binding Arbitration. If for any reason online arbitration is unsuccessful or unavailable to the parties, parties agree to submit to binding arbitration in the jurisdiction of the State of Washington. 14. Miscellaneous Provisions Term of Agreement. This Agreement along with any other of our policies shall remain in full force and effect for as long as you are a user of the Service or access the website. In the event of termination of your access to the website, you will still be bound by these terms and conditions and the accompanying policies for a period of three years. Domicile of this Website. This Service is controlled, owned, and operated in the State of Washington. If you access this Service from any other location in the world you do so at your own risk and you are responsible for the compliance of your own jurisdiction’s laws and regulations. Jurisdiction and Choice of Law. The validity, interpretation, and performance of the Agreement are governed and controlled by the laws and regulations of the State of Washington. In the event of a dispute you agree to submit to the personal and exclusive jurisdiction of the State of Washington. Severability. In the event any provision of the Agreement are found to be illegal, invalid, or unenforceable for any reason, the legality, validity, and enforceability of the remainder of the terms and conditions shall not be affected and shall remain in full force and effect to the greatest extent permitted by law. Changes to this Agreement. We reserve the right to change or modify the Agreement, at any time and without notice. Changes to the terms and conditions or other policies will be effective upon the posting of a notification of change on the website. Entire Agreement. This Agreement along with the services’ other policies contains the complete agreement between you and Cloud Cellar. Any prior versions of this Agreement shall have no effect on these terms and conditions. Assignment. We reserves the right to assign the Agreement, including any other notices or policies to any third party at our sole discretion by acquisition of this website or by merger. Digital Millennium Copyright Act We respect the intellectual property of others, and reserve the right to delete or disable content that appears to violate these terms or applicable law. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Content infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Federal law requires that your notification include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement 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; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The notification must be sent to: Cloud Cellar, Attn: Legal Department, [Insert address]. We provide the above contact information for purposes of the DMCA only and reserve the right to respond only to correspondence that is relevant to this purpose. Contact Us: If you have any questions regarding the terms and conditions, please email us at support@getcloudcellar.com Effective date: This version of our privacy policy is effective as of August 20, 2013.