Terms & Conditions

Cloudlance – Terms of Service

Last updated:  September 21st, 2015

Cloudlance (or “we“) provides expense management software, invoicing, bill and collections processing, applications, reports and services and other related financial tools and services. These offerings are provided by Cloudlance through an application you download to your mobile device (the “Application“) and at the Internet sites www.cloudlance.co, tool.cloudlance.co, beta.cloudlance.co (the “Site”) and, together with any related software, blogs, tools and services provided in connection with the Application or Site, the “Cloudlance Service“). Please read carefully the following terms and conditions (“Terms of Service“) and our Privacy Policy, which may be found on our website at http://www.cloudlance.co/privacy and which is incorporated herein by reference into these Terms of Service. These Terms of Service govern your access to and use of the Cloudlance Service and all Site Content and constitute a binding legal agreement between you and Cloudlance.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “ACCEPT TERMS” BUTTON, REGISTERING FOR A CLOUDLANCE ACCOUNT, DOWNLOADING OF THE APPLICATION OR ANY APPLICATION UPGRADES, USING THE APPLICATION ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE CLOUDLANCE SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTING ANY CONTENT FROM, OR ON, OR THROUGH THE CLOUDLANCE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE CLOUDLANCE SERVICE OR SITE CONTENT. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

 

Definitions

Content” means text, graphics, photos, music, software, audio, video, information or other materials.

Cloudlance Content” means Content that Cloudlance makes available through the Site or Cloudlance Service, including any Content licensed to Cloudlance from a third party, but excluding User Content.

User” means a person or entity who completes Cloudlance’s account registration process, as described under “Account Registration” below.

User Content” means Content that a user posts, uploads, publishes, submits or transmits to be made available through the Cloudlance Service, including, without limitation, comments to the Cloudlance blog (freeloblog.com, The Freelo).

Site Content” means Cloudlance Content and User Content.

 

Modification

Cloudlance reserves the right, at its sole discretion, to modify, discontinue or terminate the Cloudlance Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Service or on the Site or Application. By continuing to access or use the Cloudlance Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Cloudlance Service.

Certain portions of the Cloudlance Service may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. Cloudlance may, in its sole discretion, make premium or different applications, software or services available to you that is subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms and conditions posted for a specific portion of the Cloudlance Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the Cloudlance Service.

 

Eligibility and Account Registration

By accessing or using the Cloudlance Service you represent and warrant to Cloudlance that:

a)    you are of legal age to form a binding contract;

b)   all registration information you submit is accurate, current and complete;

c)    you will maintain the accuracy and completeness of such information;

d)   if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service.

You also certify that you are legally permitted to use and access the Cloudlance Service and take full responsibility for the selection and use of and access to the Cloudlance Service. These Terms of Service are void where prohibited by law, and the right to access the Cloudlance Service is revoked in such jurisdictions.

In order to access the Cloudlance Service, you must register to create an account (“Account“) and become a user. When registering with Cloudlance you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Cloudlance Service’s registration form (such information being the “Registration Data“) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Cloudlance Service (or any portion of it).

You may not authorize any third party to access or use the Cloudlance Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Cloudlance of any unauthorized use of your user ID or password or any other breach of security. Cloudlance cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Cloudlance will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

 

Fees and Payment

Signing up for an Cloudlance account is free for users who register as individuals for a testing period defined by Cloudlance. In the event you choose to upgrade to paid services or to provide payment information to Cloudlance after being prompted to do so, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) on the Site and/or (c) if applicable, in a separately executed or accepted purchase order. All fees paid for the Cloudlance Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of Cloudlance Service and/or any related transactions (except for taxes assessed on Cloudlance’s net income or personal property).

If your selected Cloudlance Service requires a recurring subscription fee, you accept your Cloudlance Service may automatically renew at Cloudlance’s sole discretion, unless Cloudlance terminates it, or you notify Cloudlance by email to info@cloudlance.co of your decision to terminate your current Cloudlance Service package. If this is the case, you must cancel any such Cloudlance Service package before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

 

License granted by Cloudlance

Subject to your compliance with these Terms of Service, Cloudlance grants you a limited non-exclusive, non-transferable license to use the Application (web and mobile) solely for your own personal or business use. Cloudlance reserves all rights in the Application not expressly granted to you by these Terms of Service.

 

Intellectual Property

Cloudlance Service: Cloudlance shall own and retain all right, title, and interest in and to the Cloudlance Service (except for any licensed content and software components included therein). User agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the Cloudlance Service or otherwise use the Cloudlance Service in any way that violates the use restrictions contained in these Terms of Service. Cloudlance does not grant to User any license, express or implied, to the intellectual property of Cloudlance or its licensors. User further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Cloudlance Service is considered the confidential and proprietary information of Cloudlance (collectively “Cloudlance Confidential Information“).

User Data. Subject to the section below labeled “Assignment of Certain User Data“, User shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by User to Cloudlance in connection with its use of the Cloudlance Service and (b) reports and other materials generated by the Cloudlance Service following such transmission (collectively, “User Data“), provided, however, that User hereby grants to Cloudlance a worldwide, royalty-free, non-exclusive license to use (c) data generated as a result of User’s use of the Cloudlance Service solely for purposes of (i) maintaining and improving the Cloudlance Service and (ii) providing User with access to special product offers and promotions and (iii) non-identifiable, anonymous, aggregated data regarding User’s use of the Cloudlance Service compiled by Cloudlance solely for marketing purposes or distribution to third party research firms.

Cloudlance Logos and Designs: Cloudlance’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Cloudlance . Cloudlance’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Cloudlance’s prior written permission.

User Art: User shall retain all right, title and interest in and to all of User’s logos, promotional graphics and related marketing designs (collectively, the “User Art“), provided, however, that User hereby grants to Cloudlance a worldwide, royalty-free, non-exclusive license to use the User Art, as well as User’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing Cloudlance’s products and services to third parties, subject to User’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

 

General Prohibitions

You agree not to do any of the following:

   Post, upload, publish, submit or transmit any Content that:

a)    infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

b)   violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

c)    is fraudulent, false, misleading or deceptive;

d)   is defamatory, obscene, pornographic, vulgar or offensive;

e)    promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

f)     is violent or threatening or promotes violence or actions that are threatening to any person or entity; or

g)    promotes illegal or harmful activities or substances.

   Use, display, mirror or frame the Cloudlance Service, or any individual element within the Cloudlance Service, Cloudlance’s name, any Cloudlance trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Cloudlance’s express written consent;

   Access, tamper with, or use non-public areas of the Cloudlance Service, Cloudlance’s computer systems, or the technical delivery systems of Cloudlance’s providers;

   Attempt to probe, scan, or test the vulnerability of any Cloudlance system or network or breach any security or authentication measures;

   Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the Cloudlance Service or staff member of Cloudlance.

   Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Cloudlance or any of Cloudlance’s providers or any other third party (including another user) to protect the Cloudlance Service or Site Content;

   Attempt to access or search the Cloudlance Service or Site Content or download Site Content from the Cloudlance Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Cloudlance or other generally available third party web browsers;

   Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the Cloudlance Service to the mobile numbers of people you do not know);

   Use or disclose any Cloudlance Confidential Information, except as otherwise explicitly set forth herein.

   Use any meta tags or other hidden text or metadata utilizing a Cloudlance trademark, logo URL or product name without Cloudlance’s express written consent;

   Use the Cloudlance Service or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;

   Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Cloudlance Service or Site Content to send altered, deceptive or false source-identifying information;

   Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Cloudlance Service or Site Content;

   Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Cloudlance Service;

   Collect or store any personally identifiable information from the Cloudlance Service from other users of the Cloudlance Service without their express written permission;

   Impersonate or misrepresent your affiliation with any person or entity;

   Violate any applicable law or regulation; or

   Encourage or enable any other individual or entity to do any of the foregoing.

Cloudlance will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Cloudlance may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Cloudlance has no obligation to monitor your access to or use of the Cloudlance Service, or to review or edit any User Content, but has the right to do so for the purpose of operating the Cloudlance Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

 

We implement Digital Millenium Copyright Act as good practice in case of Copyright Infringement

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Cloudlance Service, please notify Cloudlance’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid , you must provide the following information in writing:

   An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

   Identification of the copyrighted work that you claim is being infringed;

   Identification of the material that is claimed to be infringing and where it is located on the Services;

   Information reasonably sufficient to permit Cloudlance to contact you, such as your address, telephone number, and email address;

   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 law; and

   A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

We will  receive notifications of claimed infringement  at:

 

Av. Italia 6201, Ed. Los Naranjos. Of.15

Montevideo

11500 – Uruguay

 

Links to Third-Party Websites

The Cloudlance Service may now or in the future contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by Cloudlance. You acknowledge and agree that Cloudlance has no control over and is not responsible or liable for:

a)    the availability or accuracy of such websites or resources; or

b)   the content, products, privacy policies, practices, or services on or available from such websites or resources.

Links to such websites or resources do not imply any endorsement by Cloudlance of such websites or resources or the content, products, practices, privacy policies, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Additionally, your dealings with or participation in promotions of any third parties, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that Cloudlance shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the Cloudlance Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. You expressly relieve Cloudlance from any and all liability arising from your use of any third-party website or services or third party content.

 

Termination and Account Cancellation

If you breach any of these Terms of Service, Cloudlance will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Cloudlance reserves the right to revoke your access to and use of the Cloudlance Service at any time, with or without cause. In the event Cloudlance terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time by sending an email to info@cloudlance.co.

 

Disclaimers

THE CLOUDLANCE SERVICE AND SITE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CLOUDLANCE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLOUDLANCE MAKES NO WARRANTY THAT THE CLOUDLANCE SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CLOUDLANCE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, CLOUDLANCE SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE CLOUDLANCE SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE CLOUDLANCE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOUDLANCE OR THROUGH THE CLOUDLANCE SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE CLOUDLANCE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE CLOUDLANCE SERVICE. YOU UNDERSTAND THAT CLOUDLANCE DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE CLOUDLANCE SERVICE, NOR DOES CLOUDLANCE MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE CLOUDLANCE SERVICE. CLOUDLANCE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE CLOUDLANCE SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE CLOUDLANCE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE CLOUDLANCE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE CLOUDLANCE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

 

Indemnity

You agree to defend, indemnify, and hold Cloudlance, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Cloudlance Service, or your violation of these Terms of Service, including breach of any representations or warranties herein.

 

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE CLOUDLANCE SERVICE AND SITE CONTENT REMAINS WITH YOU. NEITHER CLOUDLANCE NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CLOUDLANCE SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY DAMAGE, INCLUDING INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, CLOUDLANCE SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR CLOUDLANCE SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF CLOUDLANCE SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE CLOUDLANCE SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE CLOUDLANCE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLOUDLANCE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL CLOUDLANCE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF CLOUDLANCE SERVICE OR FROM THE USE OF OR INABILITY TO USE THE CLOUDLANCE SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO CLOUDLANCE FOR USE OF THE CLOUDLANCE SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLOUDLANCE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of Uruguay without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the courts located in Montevideo and each of the parties hereto waives any objection to jurisdiction and venue in such court.

 

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between Cloudlance and you regarding the Cloudlance Service and Site Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Cloudlance and you regarding the Cloudlance Service.

 

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Cloudlance’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Cloudlance may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given by Cloudlance (a) via email (in each case to the address that you provide) or (b) by posting to the Application or Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

 

General

The failure of Cloudlance to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Cloudlance. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

 

Contacting Cloudlance

If you have any questions about these Terms of Service, please contact Cloudlance at info@cloudlance.co