Cloud Advisors

License Agreement
1) Our Warranties and Disclaimers Firstly, We thank you for using our services. That said, kindly note that we provide our services, “AS IS”, and we hope that you will find using them to be a positive experience. However, certain things that we don’t promise about our Services must be expressed. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER CLOUD BENEFIT SOLUTIONS INC. NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
2) Liability for our Services WHEN PERMITTED BY LAW, CLOUD BENEFIT SOLUTIONS INC., AND CLOUD BENEFIT SOLUTIONS INC.’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CLOUD BENEFIT SOLUTIONS INC., AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN). IN ALL CASES, CLOUD BENEFIT SOLUTIONS INC., AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE.
3) Business uses of our Services If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify Cloud Benefit Solutions Inc. and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
4) About these Terms We may modify these terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. Changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. These terms control the relationship between Cloud Benefit Solutions Inc. and you. They do not create any third party beneficiary rights. If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The laws of British Columbia, Canada, will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the Provincial Courts of Vancouver, B.C. Canada, and you and Cloud Benefit Solutions Inc. consent to personal jurisdiction in those courts.
5) TERM AND TERMINATION 5.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated. 5.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per- unit pricing during any renewal term will increase by up to 20% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. 5.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 5.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 5.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination, subject to any necessary deductions for early termination costs. If this Agreement is terminated by Us in accordance with Section 5.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination. 5.5. Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, we will make some of your data available to You for export or download as provided in the Documentation. After such 30-day period, we will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter remove or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
6) PRIVACY POLICY 6.1 Information collected. When you request additional information or register on Cloud Benefit Solutions Inc.’s Web site, the Company may ask you to provide basic contact information. 6.2 When you purchase Cloud Benefit Solutions Inc.’s applications or services (the “Services”), the Company may ask you to provide billing information. 6.3 Cloud Benefit Solutions Inc. uses common Internet technologies, such as cookies and Web beacons, to keep track of interactions with the Company's Web sites and emails. 6.4 Use of Information. Cloud Benefit Solutions Inc. uses information collected to provide you with the services you request, and develop and improve other services. 6.5 Cloud Benefit Solutions Inc. may use information collected to provide you with additional information about the Company’s Services, partners, promotions, and events. 6.6 Cloud Benefit Solutions Inc. may use information collected to improve the Company’s Web sites and Services. 6.7 Unless described in the full Privacy Statement, Cloud Benefit Solutions Inc. does not share, sell, rent, or trade personally identifiable information with third parties for their promotional purposes. Cloud Benefit Solutions Inc. may share information collected with other companies that work on Cloud Benefit Solutions Inc.’s behalf.
7) PROPRIETARY RIGHTS AND LICENSES 7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. 7.2. Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation. 7.3. License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Applications and program code created by or for You using a Service or for use by You with the Services, as reasonably necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire the right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Application or such program code. 7.4. License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services. 7.5. Canadian Federal and Provincial Government End Use Provisions. We may provide the Services, including related software and technology, for government end use solely in accordance with the following: Government has the right to use, and the ability to pay for our services on a per-request basis. At any time, we may refuse to share the data, or continue the services, subject to our discretion. Governments cannot compel us to provide any data or service that is in violation of the law, or has the potential to cause material harm to Cloud Benefit Solutions Inc.
8) CONFIDENTIALITY 8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 8.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein. 8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will not reimburse the Receiving Party for its cost of compiling and providing secure access to that Confidential Information.