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We're finally there, Public BETA time folks! That means we're setting up the first 200 that signup on FREE, that's right FREE, Beta accounts! What does this mean? Simple. For the first 200 people that signup, we'll give you unlimited access to the system for FREE, and we request your feedback on your experience. That's it. Once the BETA phase is over, you have the option to select a standard service plan or discontinue the Cloud9 service - no strings, smoke or mirrors. Sign Up Today...
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Privacy Policy =
We Don't share, sell or otherwise trade your info, ANY OF IT, with anyone outside our company! Period.Terms of Service:
1) This web site, http://www.revivemarketing.org/cloud9, is hereafter referred to as 'Cloud9' or 'Site'. This Terms of Service includes Site Terms, Conditions, Notices and Disclaimers (or collectively 'Terms').1. ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING ON CUSTOMER
UPON EXECUTION OF THE Cloud9 STANDARD LICENSE AGREEMENT. CUSTOMER SHOULD CAREFULLY
READ THE FOLLOWING TERMS OF SERVICE BEFORE EXECUTING THE AGREEMENT.
2. Terms of Service. Customer acknowledges and agrees to the following terms of service, which together
with the terms of the license agreement entered into between Customer and Cloud9, shall govern
Customer’s access and use of the Service (the “Agreement”). Capitalized terms not otherwise defined
herein shall have the meaning given to them in the Agreement signed by Customer. In addition, Customer
agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service,
and/or any new service(s) subsequently purchased by the Customer will be subject to this Agreement.
2.1. Customer Must Have Internet Access. Customer must have or must obtain access to the World
Wide Web, either directly or through devices that access Web-based content. Customer must also provide
all equipment necessary to make such (and maintain such) connection to the World Wide Web. Customer
understands that DSL, cable, or other high speed Internet connection is required for proper performance
of the Service.
2.2. Accuracy Of Customer’s Contact Information. Customer agrees to provide accurate, current and
complete information on Customer’s legal business name, address, email address, and phone number, and
maintain and promptly update this information if it should change.
2.3. Passwords, Access, And Notification. Customer may provide and assign unique passwords and user names to each authorized user for each Seat purchased. Customer agrees that Customer is prohibited from sharing passwords and/or user names with any unauthorized user. Customer will be responsible for the confidentiality and use of Customer’s user’s passwords and user names. Customer will also be responsible for all Electronic Communications, including
those containing business information, account registration, account holder information, financial
information, Customer Data, and all other data of any kind contained within emails or otherwise entered
electronically through the Service or under Customer’s account. Cloud9 will act as though any Electronic
Communications it receives under Customer’s passwords, user name, and/or account number will have
been sent by Customer. Customer agrees to immediately notify Cloud9 if Customer becomes aware of
any loss or theft or unauthorized use of any of Customer’s passwords, user names, and/or account number.
2.4. Customer’s Lawful Conduct. The Service allows Customer to send Electronic Communications
directly to Cloud9 and to third-parties. Customer agrees to comply with all applicable local, state, federal,
and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including
without limitation those related to privacy, electronic communications, export and anti-spam legislation and
shall obtain any permits or licenses required for such compliance. Customer will not send any Electronic
Communications from the Service that are unlawful, harassing, libelous, defamatory, or threatening.
Except as permitted by this Agreement, no part of the Service may be copied, reproduced, distributed,
republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access
the Service by any means other than through the interfaces that are provided by Cloud9. Customer shall
not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise
commercially exploit or make the Service available to any unauthorized user, including but not limited to,
by “mirroring” or “framing” any part of the Service, or by creating Internet links to the Service which
include log-in information, user names, passwords, and/or secure cookies. Customer will not upload, post,
reproduce or distribute any information, software or other material protected by copyright or any other
intellectual property right (including but not limited to rights of publicity and privacy) without first
obtaining the permission of the owner of such rights. Customer will not in any way express or imply that
any opinions contained in Customer’s Electronic Communications are endorsed by Cloud9. Neither
Customer, nor someone acting on Customer’s behalf, will use the Service to target for solicitation any
Cloud9 customers for purposes of providing any competitive product. Customer shall ensure that any use
of the Service by Customer’s employees (or Customer’s other authorized users) is in accordance with the
terms and conditions of this Agreement.
2.5. Links/Third-Party Data. The Service may provide, or third parties may provide, links to other World
Wide Web sites or resources. Because Cloud9 has no control over such sites and resources, Customer
agrees that Cloud9 is not responsible for the availability of such external sites or resources, and does not
endorse and is not responsible or liable for any content, advertising, products, or other materials on or
available from such sites or resources. In addition, Customer agrees that Cloud9 is not responsible for any
and all third-party information that may be provided to Customer through the Service (e.g. through the
integration of the Service with a third party online application).
2.6. Cloud9’s Support. Cloud9 will make commercially reasonable efforts to promote Customer’s
successful utilization of the Service, including but not limited to providing Customer with User Guides,
Knowledge Base and online help. Cloud9 also offers customer support and professional services consultation. Customer acknowledges that Cloud9 has extensive experience helping Customers improve utilization and realization of benefits of the Service, and that not following the advice of Cloud9 or engaging Cloud9 or other Cloud9 authorized implementa-
tion partner in the provision of professional services may substantially limit Customer’s ability to successfully
utilize the Service or to enjoy the power and potential of the Service.
2.7. Trademark Information. Cloud9®, the Cloud9 logo® and other Cloud9 service marks, logos and product and service names are marks of Cloud9 (the “Cloud9 Marks”). Customer agrees not to display or use the Cloud9 Marks in any manner without Cloud9’s express prior written permission.
2.8.Confidential Information. For purposes of this Agreement, confidential information shall include
the terms of this Agreement, Customer Data, and any information that is clearly identified in writing
at the time of disclosure as confidential (“Confidential Information”). Each party agrees: (a) to keep
confidential all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use
the Confidential Information of the other party except to the extent necessary to perform its obligations
or exercise rights under this Agreement; and (c) to protect the confidentiality thereof in the same manner
as it protects the confidentiality of similar information and data of its own (at all times exercising at least
a reasonable degree of care in the protection of such Confidential Information) and to make Confidential
Information available to authorized persons only on a “need to know” basis. Either party may disclose
Confidential Information on a need-to-know basis to its contractors who have executed written agreements
requiring them to maintain such information in strict confidence and use it only to facilitate the perform-
ance of their services in connection with the performance of this Agreement. Confidential Information
shall not include information which: (1) is known publicly; (2) is generally known in the industry before
disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the
disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure
obligations to the disclosing party and with the lawful right to disclose such information to the recipient.
Notwithstanding the foregoing, this Section 2.10 will not prohibit the disclosure of Confidential Information
to the extent that such disclosure is permitted by law or order of a court or other governmental authority
or regulation. With respect to any information received by either party from the other as a result of any
other relationship between the parties other than in the course of performance under this Agreement
(i.e., business development, partnership, alliance, etc.), the parties will abide by the terms and conditions
of any applicable Nondisclosure Agreement (or similar agreement) executed between the parties.
3. Warranties.
3.1. Warranty Of Functionality. Cloud9 warrants to Customer that the Service will
achieve in all material respects the functionality described in the User Guides applicable to the products
purchased by Customer and that such functionality will be maintained in all material respects in subsequent
upgrades to the Service. Cloud9 does not warrant that the Service will be error-free. Customer’s sole
and exclusive remedy for Cloud9’s breach of this warranty shall be that Cloud9 shall be required to use
commercially reasonable efforts to modify the Service to achieve in all material respects the functionality
described in the User Guides and other related documentation and if Cloud9 is unable to restore such
functionality, Customer shall be entitled to terminate the Agreement. Cloud9 shall have no obligation with respect to a warranty claim unless notified of such claim within sixty (60) days of the first instance of any material functionality problem, and such notice must be sent to support@cloud9manager.com
3.2. Other Warranty. Cloud9 warrants that the Service shall be free of viruses, Trojan horses, worms,
spyware, or other malicious code or components.
4. Disclaimer Of Warranties. EXCEPT AS STATED IN SECTION 3 ABOVE, Cloud9 DOES NOT REPRESENT
THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE
OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE
AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE
AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN
SECTION 3 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY Cloud9. THERE ARE NO
OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN SECTION 3
ABOVE, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND
IS FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING
WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT
FOR CUSTOMER’S PURPOSES.
5. Limitations Of Liability.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE TERMS OF SERVICE, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS OF SERVICE, THE MAXIMUM AGGREGATE LIABILITY OF Cloud9, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, PARTNERS, SHAREHOLDERS AND EMPLOYEES, UNDER ANY THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES FOR THE THREE MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE CLAIM. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO
EITHER PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 6 BELOW
6. Indemnification.
6.1. Disclosure Of Customer Data. Cloud9 will indemnify, defend and hold Customer harmless from
and against any Losses arising out of or in connection with a claim, suit, action, or proceeding brought by
any third party against Customer which arise out of or result directly from Cloud9’s gross negligence in
preventing unauthorized access to confidential Customer Data or Cloud9’s willful misconduct in disclosing
Customer Data, as determined by a court of competent jurisdiction in connection with a claim by a third
party alleging a breach of confidentiality. Cloud9 will indemnify Customer up to an amount equal to five
(5) times the equivalent of 12 months of service fees applicable at the time of the event, from and against
any Losses incurred by Customer with respect to any third party claim, suit, action, or proceeding arising
out of or relating to Cloud9’s breach of Section 2.8 of this Agreement (which breach does not rise to
the level of gross negligence in preventing unauthorized access to confidential Customer Data or willful
misconduct in disclosing such confidential Customer Data as described in this Section 6.2). Cloud9’s
indemnification obligations under this Section 6.2 are expressly premised upon Customer (a) promptly
giving Cloud9 notice of any such third party claim, suit, action, or proceeding; (b) giving Cloud9 sole
control of the defense and related settlement negotiations; and (c) promptly providing Cloud9 with all
reasonably available information and assistance necessary to perform Cloud9’s obligations under this
Section 6.2. Provided that Cloud9 complies with this Section 6.2, Customer shall be entitled as its sole
and exclusive remedy to terminate the Agreement and receive a pro-rata refund of the license fees paid
for under the Agreement for the terminated portion of the Term.
6.2. Disclosure Of Customer Data. Cloud9 will indemnify, defend and hold Customer harmless from
and against any Losses arising out of or in connection with a claim, suit, action, or proceeding brought by
any third party against Customer which arise out of or result directly from Cloud9’s gross negligence in
preventing unauthorized access to confidential Customer Data or Cloud9’s willful misconduct in disclosing
Customer Data, as determined by a court of competent jurisdiction in connection with a claim by a third
party alleging a breach of confidentiality. Cloud9 will indemnify Customer up to an amount equal to five
(5) times the equivalent of 12 months of license fees applicable at the time of the event, from and against
any Losses incurred by Customer with respect to any third party claim, suit, action, or proceeding arising
out of or relating to Cloud9’s breach of Section 2.8 of this Agreement (which breach does not rise to
the level of gross negligence in preventing unauthorized access to confidential Customer Data or willful
misconduct in disclosing such confidential Customer Data as described in this Section 6.2). Cloud9’s
indemnification obligations under this Section 6.2 are expressly premised upon Customer (a) promptly
giving Cloud9 notice of any such third party claim, suit, action, or proceeding; (b) giving Cloud9 sole
control of the defense and related settlement negotiations; and (c) promptly providing Cloud9 with all
reasonably available information and assistance necessary to perform Cloud9’s obligations under this
Section 6.2. Provided that Cloud9 complies with this Section 6.2, Customer shall be entitled as its sole
and exclusive remedy to terminate the Agreement and receive a pro-rata refund of the license fees paid
for under the Agreement for the terminated portion of the Term.
6.3. Customer’s Indemnity. Customer shall indemnify, defend, and hold Cloud9 harmless from and
against any and all Losses arising out of or in connection with a claim, suit, action, or proceeding brought
by any third party against Cloud9 which arise out of or result from a claim by a third-party (i) alleging that
the Customer Data or any trademarks or service marks other than Cloud9 Marks, or any use thereof,
infringes the intellectual property rights or other rights, or has caused harm to a third party, or (ii) arising
out of Customer’s breach of Section 2.4 and 2.8 above, provided that Cloud9 (a) promptly provides
Customer notice of the claim, suit, action, or proceeding; (b) gives Customer sole control of the defense
and related settlement negotiations; and (c) provides Customer with all reasonably available information
and assistance necessary to perform Customer’s obligations under this paragraph.
6.4. Survival. The indemnification obligations contained in this Section 6 shall survive termination of this
Agreement for one year.
7. Suspension/Termination.
(a) Suspension of Services. You agree that Cloud9 may suspend the Services if: (i) Cloud9 reasonably believes that the Services are being used in violation of the AUP; (ii) you fail to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) Cloud9 reasonably believes that suspension of the Services is necessary to protect its network or its other customers, (iv) as required by a law enforcement or government agency, or (v) if the Card cannot be charged for payment in accordance with Section 5. You agree to pay a reasonable fee for reinstatement ("Reinstatement Fee") following any suspension.
(b) Termination by You. The Terms of Service may be terminated by you at any time as long as all Fees then due together with unpaid Recurring Fees for the remainder of the Initial Term or the Renewal Term, as the case may be, are fully paid on the business day following the termination date.
(c) Termination by Cloud9. The Terms of Service may be terminated by Cloud9 prior to the expiration of the Initial Term or any Renewal Term without liability as follows: (i) upon seventy-two (72) hours notice if you are overdue on the payment of any Fee; (ii) you materially violate any provision of the Terms of Service or the AUP, and fail to cure the violation within ten (10) days after receipt of a written notice from Cloud9 describing the violation in reasonable detail in our sole discretion; (iii) upon twenty-four (24) hours notice if the Services are used in violation of a material term of the AUP more than once, or (iv) upon twenty-four (24) hours notice if you violate Section 8 (Your Information).
Force Majeure. Cloud9 shall not be in default under the Terms of Service if the failure to perform is due to any event beyond our control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, failure of network providers, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
7.4. Handling Of Customer Data In The Event Of Termination. Customer agrees that following
termination of Customer’s account and/or use of the Service, Cloud9 may immediately deactivate
Customer’s account and that following a reasonable period of not less than 90 days shall be able to delete
Customer’s account and related Customer Data from Cloud9’s “live” site, while retaining Customer Data
offsite storage. However, in the event that Customer’s Service with Cloud9 terminates, Cloud9 will grant
Customer temporary, limited access to the Service for the sole purpose of permitting Customer to retrieve
lawful Customer Data, provided that Customer has paid in full all good faith undisputed amounts owed to
Cloud9. Customer further agrees that Cloud9 shall not be liable to Customer nor to any third party for
any termination of Customer access to the Service or deletion of Customer Data, provided that Cloud9 is
in compliance with the terms of this Section 7.4.
8. Modification To Or Discontinuation Of The Service. Cloud9 reserves the right at any time and from
time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that
Cloud9 modifies the Service in a manner which removes or disables a feature or functionality on which
Customer materially relies, Cloud9, at Customer’s request, shall use commercially reasonable efforts to
substantially restore such functionality to Customer. In the event that Cloud9 is unable to substantially
restore such functionality (unless enjoined from doing so by a court of competent jurisdiction), Customer
shall have the right to terminate the Agreement and receive a pro-rata refund of the license fees paid
under the Agreement for the terminated portion of the Term. Customer acknowledges that Cloud9
reserves the right to discontinue offering the Service at the conclusion of Customer’s then current Term.
Customer agrees that Cloud9 shall not be liable to Customer nor to any third party for any modification
of the Service as described in this Section 8.
9. Modification To The Terms Of Service. These Terms of Service may be amended by Cloud9 in its
discretion by providing thirty days advance notice to a user designated as an administrator of your
Cloud9 account either: (a) as a note on the screen presented immediately after completion of the log
in authentication credentials at the log in screen, or (b) by email to the registered email address provided
for the administrator(s) for Customer’s account.
Cloud9 Terms of Service
Schedule I
SERVICE LEVEL COMMITMENT FOR SUBSCRIBERS OF Cloud9
Service Level Commitment
Cloud9 commits to provide 99.5% uptime with respect to the Customer’s Service during each month of the
Term, excluding regularly scheduled maintenance times.
If in any month this uptime commitment is not met by Cloud9 and Customer was negatively impacted
(i.e., attempted to log into or access the Service and failed due to the unscheduled downtime of the Service),
Cloud9 shall provide, as the sole and exclusive remedy, a service credit equal to 1/4 month’s fee for the use
of the Service.
Scheduled and Unscheduled Maintenance
Regularly scheduled maintenance time does not count as downtime. Maintenance time is regularly scheduled
if it is communicated in accordance with the notice section set forth below at least two full business days in
advance of the maintenance time. Regularly scheduled maintenance time typically is communicated at least a
week in advance, scheduled to occur at night on the weekend, and takes less than 10-15 hours each quarter.
Cloud9 hereby provides notice that every Saturday and Sunday night 10:00pm - 11:00pm Pacific Time is reserved for
routine scheduled maintenance for use as needed.
Cloud9 in its sole discretion may take the Service down for unscheduled maintenance and in that event will
attempt to notify customer in advance in accordance with the Notice section set forth below. Such unscheduled
maintenance will be counted against the uptime guarantee.
Credit Request
In order to receive a credit under this service level commitment, Customer must request it simply by emailing
Cloud9 at support@cloud9manager.com, within five days of the end of the applicable quarter. If Customer submits a credit request and does not receive a prompt automated response indicating that the request was received,
Customer must resubmit the request because the submission was not properly received and will not result in
a credit. Customers who are past due or in default with respect to any payment or any material contractual
obligations to Cloud9 are not eligible for any credit under this Service Level Commitment. The service credit is
valid for up to two years from the quarter for which the credit was issued. Cloud9 shall calculate any service
level downtime using Cloud9’s system logs and other records.
Updates/Notice
This Service Level Commitment may be amended by Cloud9 in its discretion but only after providing thirty
days advance notice. Notices will be sufficient if provided to a user designated as an administrator of your
Cloud9 account either: (a) as a note on the screen presented immediately after completion of the log in
authentication credentials at the log in screen, or (b) by email to the registered email address provided for the
administrator(s) for Customer’s account.
Exclusion of Sandbox and Beta Accounts
Cloud9 Sandbox, Beta and debugger accounts and other test environments are expressly excluded from this
or any other service level commitment.