Last updated: 08/15/2023
These Terms of Service apply to our managed service. For our source code's terms and conditions, please see our License.
Welcome to Ubicloud Inc. ("Ubicloud", "Company", "we", "our", "us")! As you have just clicked our Terms of Service, please pause, grab a cup of coffee, and carefully read the following pages. It will take you approximately 20 minutes.
These Terms of Service ("Terms", "Terms of Service") govern your use of our web pages and our cloud infrastructure services ("Services") located at https://ubicloud.com operated by Ubicloud Inc.
Your agreement with us includes these Terms ("Agreements"). You acknowledge that you have read and understood Agreements, and agree to be bound of them.
If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at firstname.lastname@example.org so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.
Thank you for being responsible.
Before you use our Services, you must ensure that such use is in compliance with all laws, rules and regulations applicable to you. Your right to access the Services is revoked to the extent your use thereof is prohibited or to the extent our provision thereof conflicts with any applicable law, rule or regulation. You are responsible for making these determinations before using the Services.
The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent and warrant to us that: (a) you are 18 years of age or older; or (b) you otherwise have sufficient legal consent, permission and capacity to use the Services in applicable jurisdiction(s) as determined by you.
To access the Services, you must register for an account (" Account"). When you register for your Account, you may be required to provide us with some information about yourself, such as your name, email address, and a valid form of payment, and you may also provide optional information about yourself on a voluntary basis.
We may, in our sole discretion, refuse to provide or continue providing the Services to any person or entity and change eligibility criteria at any time, including if you fail to comply with the Terms. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any Accounts or access to the Services at any time at our sole discretion.
As between you and Ubicloud, the Services are owned and provided by Ubicloud. The names, logos, trademarks, trade dress, arrangements, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services ("Materials") that we provide are protected by intellectual property and other laws. All Materials included in the Services are the property of Ubicloud or its third-party licensors. You may only use the Services as expressly authorized by us and as set forth in these Terms. You shall abide by and maintain all intellectual property notices, information, and restrictions contained in the Services. We reserve all rights to the Services not granted expressly in these Terms.
If you choose to provide feedback regarding problems with or proposed modifications or improvements to the Services, then you hereby grant to us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the feedback in any manner and for any purpose, including to improve the Services and create other products and services.
You grant us permission to include your name, logos, and trademarks in our promotional and marketing materials and communications.
Some of the Materials provided by Ubicloud are licensed under one or more open source, Creative Commons, or similar licenses (collectively, "Open Source Licenses"). Nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining such materials under the applicable Open Source Licenses or to limit your use of such materials under those Open Source Licenses.
Subject to your complete and ongoing compliance with these Terms and our rights therein, Ubicloud grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services as described in and subject to these Terms.
Content found on our website are the property of Ubicloud or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
Our Services allow you to provide us with source code, files, software, processes, interfaces, data, text, settings, media, or other information for storage, hosting, or processing by the Services (your "Services Content").
Subject to these Terms, by providing your Services Content to or via the Services, you grant Ubicloud a license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Services Content solely for the purpose of providing the Services to you.
As between you and Ubicloud, you retain any copyright and other ownership rights that you may hold in your Services Content.
Some of our Services allow third parties to access, use, or contribute to your Services Content, including via resale, your own products and services, or public-facing websites, applications, interfaces, and other manifestations of your Services Content. Such other users are collectively defined as your "End Users" for purposes of these Terms. For clarity, "End Users" in this context includes all such other users, regardless of whether they are intermediary parties, End Users of other End Users, or the like. You are responsible for your End Users' compliance with these Terms.
You are solely responsible for your Services Content, End Users and any activity by your End Users, and you agree Ubicloud is not and will not be in any way liable for your Services Content, End Users and/or activity by your End Users. By providing your Services Content via the Services, you affirm, represent, and warrant that:
You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of your Services Content, which may include the use of encryption technology to protect your Services Content from unauthorized access and routine archiving your Services Content. Ubicloud does not promise to retain any preservations or backups of your Services Content. You are solely responsible for the integrity, preservation and backup of your Services Content, regardless of whether your use of Services includes a Ubicloud backup feature or functionality, and to the fullest extent permitted by law, Ubicloud shall have no liability for any data loss, unavailability, or other consequences related to the foregoing.
When purchasing Services, you may specify the geographic region and jurisdiction in which your Services Content will be stored. You consent to the storage of your Services Content in, and transfer of your Services Content into, the geographic region and jurisdiction you select. Unless otherwise agreed in writing between you and Ubicloud, you agree that Ubicloud may transfer and store your Services Content in other geographic regions or jurisdictions at its sole discretion. You represent and warrant that such storage and transfer are adequately consented to by you and permissible pursuant to applicable laws, regulations, rules, and third-party rights.
You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:
Additionally you agree to:
Introduce intentionally, knowingly or recklessly, any virus or other contaminating code into the Service, or collecting, transmitting, or using information, including email addresses, screen names or other identifiers, by deceit or covert means (such as phishing, Internet scamming, password robbery, spidering, and harvesting).
Interfere with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, flooding techniques, or conducting a denial of service ("DoS") attack.
Operate open proxies, open mail relays, open recursive domain name servers, Tor exit nodes, or other similar network services.
Perform any activity intended to withhold or cloak identity or contact information, including the omission, deletion, forgery or misreporting of any transmission or identification information, such as return mailing and IP addresses.
Scan foreign networks or foreign IP addresses.
Mine any cryptocurrency, including but not limited to BitCoin or any similar currency.
You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees, any third party (including your contractors or agents), your End Users, your licensees, or your customers.
You are responsible for notifying your employees, agents, and others related to your use of the Services of the provisions of these Terms, including where the Terms of the Terms are binding on them.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. To the extent any portions of the Services are subject to Open Source Licenses, such Open Source Licenses apply regardless of this section.
We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) respond to any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.
The Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control ("OFAC"). By accessing the Services, you agree to comply with these laws and regulations. Specifically, you represent and warrant that you are not (a) located in any country that is subject to OFAC's trade and economic sanctions, currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine; or (b) an individual or entity included on any U.S. lists of prohibited parties including: the Treasury Department's List of Specially Designated Nationals List ("SDN List") and Sectoral Sanctions List ("SSI List"). Additionally, you agree not to – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any service received from Ubicloud in contradiction with these laws and regulations. Failure to comply with these laws and regulations may result in the suspension or termination of your Account.
You agree to comply with all applicable export and import control laws and regulations in your use of the Services, and, in particular, you will not utilize the Services to export or re-export data or software without all required United States and foreign government licenses. You assume full legal responsibility for any access and use of the Services from outside the United States, with full understanding that such access or use may constitute export of technology and technical data that may implicate export regulations and/or require export license.
You shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information. You are solely responsible for any unauthorized access to your Account, and must notify Ubicloud immediately of any such unauthorized access upon becoming aware of it.
You shall notify Ubicloud if and when you learn of any security incidents or breaches affecting the Services, including unauthorized access to your Account or Account credentials, and shall aid in any investigation or legal action that is taken by authorities and/or Ubicloud to investigate and cure the security incident or breach to the extent caused by your Account or your use of the Services.
We use third-party payment processors (the "Payment Processors") to bill you through the payment account(s) linked to your Account (your "Billing Information"). The processing of payments may be subject to the Terms, conditions and policies of the Payment Processors in addition to these Terms. We are not responsible for acts or omissions of the Payment Processors. You agree to pay us, through the Payment Processors or as otherwise agreed to by Ubicloud, all sums for Services you select or use at applicable prices in accordance with our pricing and billing policies and you hereby authorize us and applicable Payment Processors to charge all such sums (including all applicable taxes) to the payment method(s) specified in or linked to your Account (your "Payment Method").
You must provide current, complete and accurate information for your Account and Billing Information, and must promptly update all such information in the event of changes (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify us or our Payment Processors if your payment method is canceled (e.g., for loss or theft) or otherwise inoperable. Changes to such information can be made in your project details.
By entering into these Terms and using the Services, you agree to be billed on a recurring basis and to be automatically charged by us or our Payment Processors using your Payment Methods upon invoicing. If your Payment Method or payment of fees is subject to other Terms and conditions, as set forth in order forms, invoices or otherwise, then those other Terms and conditions apply in addition to these Terms. You may also be billed an amount up to your current balance at any time to verify the accuracy of your account information. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any Accounts or access to the Services at any time at our sole discretion, including for nonpayment, late payment, or failure to charge your Payment Methods upon invoicing.
You are responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest and back-payments relating to your purchase of the Services, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, "Taxes"). Unless otherwise stated, our pricing policies do not include and are not discounted or enhanced for any such Taxes. If we become obligated to collect or pay Taxes in connection with your purchase of the Services, those Taxes will be invoiced to you as part of a billing process or collected at the time of purchase. In certain states, countries and territories, we may determine if your purchase of Services is subject to certain Taxes, and if so, may collect such Taxes and remit them to the appropriate taxing authority. If you believe that a given Tax does not apply or that some amount must be withheld from payments to us, you must promptly provide us with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID) or other adequate proof, provided such information is valid and sufficiently authorized by all appropriate taxing authorities. You must also provide us with any tax identification information that is necessary for us to comply with our tax obligations, as we determine from time to time. You will be solely responsible for any misrepresentations made or non-compliance caused by you regarding Taxes, whether with respect to us or other parties, including any penalties, fines, audits, interest, back-payments or further taxes associated with such misrepresentations or non-compliance.
We may offer Service credits from time to time, and any provision of such credits is governed by the disclosures, Terms and policies concerning the credits. You acknowledge and agree that all credits, whether previously offered or otherwise, are revocable or subject to early expiration at any time and for any reason or no reason by us, including for abuse, misrepresentation of Account information, unauthorized transfer, or illegal conduct by you.
Our web pages and Services may include links to third party websites, services or other resources on the Internet, and third-party websites, services or other resources may include links to our Services as well. When you access third party resources on the Internet, you do so at your own risk. These third-party resources are not under our control, and, to the fullest extent permitted by law, we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such resources. The inclusion of any such link does not imply our endorsement or any association between us and any third party. To the fullest extent permitted by law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party resource. It is your responsibility to protect your system from risks such as viruses, worms, Trojan horses and other security risks that may be presented by the third-party resources described in this section.
THESE SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.
NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
To the fullest extent permitted by law, you are responsible for your use of the Services, and you shall defend, indemnify, and hold harmless us and our employees, officers, directors, agents, contractors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and costs, that arise from or relate to your Services Content, your End Users, or your access to or use of the Services, including your breach of these Terms or applicable law, willful misconduct, negligence, illegal activity, breach of security or data, unauthorized access to or use of your Account, or infringement of a third party's right, including any intellectual property, confidentiality, property or privacy right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without limiting your indemnification obligations with respect to that matter, in which event you will make best efforts to assist and cooperate with us in defending the matter at your expense.
While we prefer to give advance notice of termination, we reserve the right, in our sole discretion, to terminate your access to all or any part of the Services at any time, with or without notice, effective immediately. Any such termination may result in the immediate forfeiture and destruction of data associated with your Account. Except as otherwise set forth herein or expressly agreed between the parties, any and all fees paid to us are non-refundable and any and all fees still owed to us at the time of such termination shall be immediately due and payable. Upon termination, any and all rights granted to you by these Terms will immediately be terminated, and you must also promptly discontinue all use of the Services. All provisions of these Terms which by their nature should reasonably be expected to survive termination shall survive termination.
Updates and Modifications. Ubicloud reserves the right to update, change or otherwise modify these Terms on a going-forward basis at any time and in Ubicloud's sole discretion. If Ubicloud updates these Terms, Ubicloud may provide notice of such updates, such as by sending an email notification to the email address listed in your Account and/or updating the "Last Updated" date at the beginning of these Terms. Updates will be effective on the date specified in the notice. By continuing to access or use the Services after the date specified in the notice or updated Terms, you are agreeing to accept and be bound by the updated Terms and all of the Terms incorporated therein. If you do not agree to the updated Terms, then you may not continue to use the Services and your sole and exclusive remedy is to deactivate your Account and otherwise discontinue use of the Services.
General. These Terms, including all documents expressly incorporated by reference herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No provision of any purchase order, agreement, or business form employed by a user, including any electronic invoicing portals and vendor registration processes, will supersede the Terms and conditions of these Terms, and any such document relating to these Terms shall be for administrative purposes only and shall have no legal effect. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Any use of the singular shall be reasonably construed as if it also includes the plural, and vice versa. If not already specified, any use of "including" or "such as" shall be construed to mean "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.
Assignment. You may not assign, transfer or delegate these Terms or any of your rights and obligations under the Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign, transfer or delegate these Terms or our rights and obligations under these Terms without notice or consent. Subject to this section, these Terms will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns, and any assignment or transfer in violation of this section will be void.
Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles.
Notice. You must send notices to: email@example.com. You agree to receive electronic notices from us, which will be sent by email to the email address then associated with your Account. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address associated with your Account is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.
Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at.
Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint or to receive further information regarding use of the Services.
Relationship of the Parties. The parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
Force Majeure. Ubicloud shall not be liable for nonperformance of the Terms herein to the extent that Ubicloud is prevented from performing as a result of any act or event which occurs and is beyond Ubicloud's reasonable control, including, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, epidemic, pandemic or any unforeseen change in circumstances, or any other causes beyond our reasonable control.
No Third-Party Beneficiaries. These Terms does not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
Please send your feedback, comments, requests for technical support:By email: firstname.lastname@example.org.