In these Terms of Service ("Agreement"), "you" and "your" shall refer to each customer that subscribes to any Paraleap Technologies' service, (whether as an individual or as an authorized employee or representative of a corporation or another business entity). If registering in the name of a corporation, limited liability company, or another business entity (“Company”), “you” shall refer to such Company, and the individual registering the Company hereby represents that he or she has full authority to bind the Company to the terms and conditions of this Agreement.
"We", "us" and "our" shall refer to Paraleap Technologies, LLC, a company governed under the laws of the State of Illinois ("Paraleap Technologies").
You and Paraleap Technologies shall hereinafter also be referred to together as the “Parties” and individually as the “Party”.
This Agreement explains our obligations to you, and your obligations to us in relation to your (i) subscription to and use of Paraleap Technologies’ service(s) (the “Services”), and (ii) uses of Paraleap Technologies’ website located at www.cloudmonix.com (the “Site”).
PLEASE READ THE PRESENT AGREEMENT CAREFULLY. BY USING THE SITE (HOWEVER ACCESSED) OR USING ANY SERVICE AVAILABLE ON THE SITE, YOU AGREE TO BE BOUND BY THE PROVISIONS CONTAINED HEREIN AND BY ALL PROVISIONS, POLICIES AND GUIDELINES INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF SUCH PROVISIONS, POLICIES AND GUIDELINES DO NOT USE THE SITE AND THE SERVICES.
In order to access all features of the Services, you will have to create an account on the Site (“Account”). When creating your Account, you must provide accurate and complete information. It is important that you keep your Account password secure and confidential.
You agree that you shall be solely responsible (to us and to any other third party) for all activities or actions that are performed under your Account (including by any of your authorized users), whether or not you have authorized such activities or actions.
You must notify us immediately of any breach of security or unauthorized use of your Account that you become aware of.
You agree to maintain and keep up-to-date the information you provided to us. We may rely on this information to send you important information and notices regarding your Account and the Services.
In consideration of the Services provided to you by Paraleap Technologies, you agree to pay Paraleap Technologies the applicable fees as set forth on your order at the time of your subscription to the Services.
All fees are due immediately and are non-refundable, except as provided under the Section 4 of the present Agreement.
Any renewal of the Services is subject to our then-current terms and conditions, including, but not limited to payment of all applicable fees at the time of renewal.
You authorize us to renew your subscription to the Services up to 7 days prior to its expiration, for the same term of the Services then-currently in place, and the current rate of the Services, and to charge your credit card or other payment method on file for the renewal of the Services.
You are solely responsible for the accuracy and correctness of the credit card or payment information you provide to Paraleap Technologies and must promptly inform Paraleap Technologies of any changes thereto (e.g., change of expiration date or account number).
All sums due and payable that remain unpaid by you will accrue a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less.
You have 30 days to dispute charges on your invoice, otherwise you forfeit your right to dispute those charges and will be responsible for them in full.
In the event of your non-payment of any amounts due under this Agreement, Paraleap Technologies may suspend or terminate any or all of the Services, and if the delinquency continues for a period of 28 days, Paraleap Technologies may delete any of your Customer Data (as defined below). Paraleap Technologies may charge a reinstatement fee if you wish to reinstate a Service that has been terminated due to non-payment.
Our CloudMonix monitoring service (“Monitoring Service”) allows our paid subscribers to monitor their servers, websites, and other infrastructure resources. We establish an active connection with and track performance characteristics of these resources every 1 (one) to 10 (ten) minutes (“Check”). Then, based on the results of the Checks, we may execute subscriber-defined actions (“Actions”), should the need arise.
We strive to deliver 99.95% of the uptime during any given monthly billing period, excluding Scheduled Maintenance. "Scheduled Maintenance" shall mean any maintenance session that (i) is scheduled at least ten business days in advance, and (ii) does not exceed sixty minutes in any calendar month.
Provided that the resources are properly configured by the paid subscriber, we strive to perform between 12-60 Checks per hour.
If our server has more than 0.05% downtime within a period of one calendar month (“Excessive Downtime”), you may be eligible for a credit equal to $0.03 USD for each downtime hour in excess of the Excessive Downtime, multiplied by the amount of monitored resources.
You shall not be entitled to a credit if (a) you are in breach of your obligations hereunder (including your payment obligations to us) or (b) the downtime occurs due to your incorrect use of the Monitoring Service.
To receive the credit, you must request it within thirty (30) days following any Excessive Downtime.
Notwithstanding the foregoing, the maximum total credit you may be eligible for during any monthly billing period may not exceed the total amount of the fee you shall pay (in accordance with Section 3 of this Agreement) for that monthly billing period.
Any data, information, material, code, media or other file provided by you and hosted by Paraleap Technologies, located on Paraleap Technologies’ servers, or hosted by a third party on behalf of Paraleap Technologies in connection with the Services shall be hereinafter collectively referred to as the “Customer Data”.
You, not Paraleap Technologies, shall have sole responsibility for the accuracy, quality, integrity legality, reliability, appropriateness and intellectual property ownership or right to use such Customer Data.
Paraleap Technologies reserves the right to use your name, logo, and marks to identify you as a customer on its marketing and promotional materials.
Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Services or the Site ("Paraleap Technologies Intellectual Property Rights") are owned by Paraleap Technologies or its licensors, and you agree to make no claim of interest in or ownership of any such Paraleap Technologies Intellectual Property Rights.
You acknowledge that no title to Paraleap Technologies’ Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in Paraleap Technologies’ or its licensors' Intellectual Property Rights, other than the non-exclusive rights expressly granted in this Agreement.
You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes other than your internal business purposes any of the Services (or portion thereof) without the prior express written consent of Paraleap Technologies.
You agree to exercise a heightened level of care and discretion to prevent and restrain the use, disclosure, or reproduction of Paraleap Technologies’ Confidential Information. “Confidential Information” means nonpublic information that Paraleap Technologies designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by you. Confidential Information includes, but is not limited to, information in tangible or intangible form relating to or including released products, Paraleap Technologies’ non-public business policies or practices, and information received from others that Paraleap Technologies is obligated to treat as confidential. Confidential Information does not include any information, however designated, that you can demonstrate with written records; (i) is or subsequently becomes publicly available without your breach of any obligation under this Agreement; (ii) became known to you prior to disclosure under this Agreement; (iii) became known to you from a source other than Paraleap Technologies and other than by the breach of an obligation of confidentiality owed by you; or (iv) is independently developed by you. This obligation will last three (3) years after the termination of this Agreement.
SUBJECT TO SECTION 4 OF THIS AGREEMENT, IN NO EVENT SHALL PARALEAP TECHNOLOGIES, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR THE SERVICES INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM OR RELATED TO: (I) RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM PARALEAP TECHNOLOGIES, THE SITE, OR THE SERVICES, (II) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PARALEAP TECHNOLOGIES’ RECORDS, PROGRAMS, SERVERS OR SERVICES, (III) DELAYS, INTERRUPTIONS, UNAVAILABILITY, NON-DELIVERY, MIS-DELIVERY, FAILURE, DELETION, OR LOSS OF, OR OTHER DAMAGE TO, ANY CUSTOMER DATA, CLOUDMONIX MANAGEMENT PANEL, THE SITE, PARALEAP TECHNOLOGIES’ SERVERS, THE SERVICES OR ANY COMPONENT THEREOF; (IV) THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT NUMBER, PASSWORD OR OTHER SECURITY INFORMATION; OR (V) OUR STORAGE AND MAINTENANCE OF YOUR ACCOUNT INFORMATION, PAYMENT INFORMATION OR OTHER PERSONAL INFORMATION.
SUBJECT TO SECTION 4 OF THIS AGREEMENT, YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR THE SITE, OR RELATED TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY BREACH OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL PARALEAP TECHNOLOGIES, ITS LICENSORS AND CONTRACTORS BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF FUTURE REVENUE, INCOME OR PROFITS. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, PARALEAP TECHNOLOGIES'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY PARALEAP TECHNOLOGIES, THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PARALEAP TECHNOLOGIES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND THE SERVICES. PARALEAP TECHNOLOGIES DOES NOT REPRESENT OR WARRANT THAT CONTENT FOUND ON THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. PARALEAP TECHNOLOGIES IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS FOUND ON THE SITE OR THE SERVICES, INCLUDING RELATING TO PRICING, TEXT OR PHOTOGRAPHY. PARALEAP TECHNOLOGIES DOES NOT MAKE ANY REPRESENTATION THAT THE DELIVERY, PERFORMANCE OR SUPPORT OF THE SERVICES WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, AND PARALEAP TECHNOLOGIES WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN CONNECTION WITH THE SERVICES.
You agree to indemnify and hold harmless Paraleap Technologies, its officers, directors, affiliates, employees, principals, shareholders and agents from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorney’s fees) arising out of or in connection with any breach of this Agreement or violation of Paraleap Technologies’ Policies (as further defined under section 14 of the present Agreement), your use of the Services other than as permitted hereunder, or any wrongful or negligent act or omission by you.
You hereby acknowledge and agree that this Agreement shall come into force on the date you first use the Site or one of our Services and will remain in force and effect while you use the Site and/or the Services, until terminated in accordance with this Agreement. You may terminate this Agreement at any time and for any reason by closing/deleting your Account by following the instructions on the Site or by contacting us.
We may terminate this Agreement at our convenience by providing a written notice to you. Unless we specify otherwise in writing, you will not receive any refund for payments already made by you as of the date of termination. If termination of this Agreement is due to your default hereunder, you will bear all costs of such termination, including any reasonable costs Paraleap Technologies incurs in closing your account. You agree to pay any and all costs incurred by Paraleap Technologies in order to enforce your compliance with this Section and any other provision of this Agreement (including, without limitation, reasonable attorney’s fees).
If you subscribe to Services which are "bundled" together with other Services, any termination relating to such bundle will terminate all Services included in such bundle; provided, however, that we may, in our sole discretion and subject to your agreeing to be bound by the applicable agreement(s) and to your paying the applicable fees, allow you to convert certain Services included in the bundled Services to stand alone Services.
You represent and warrant that: (i) your registration and your use of the any of the Services will not directly or indirectly infringe or violate the rights of a third party, or violate any applicable laws and regulations; (ii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, (iii) you are of legal age and authorized to enter into this Agreement and to use the credit card or other payment method used in the subscription to of the Services; (iv) your use of the Services are for your internal business purposes only, and (v) you not a citizen of any of the Office of Foreign Assets Control restricted countries.
Paraleap Technologies will make available customer support and technical support regarding the Services as identified on the Site.
Paraleap Technologies expressly reserves the right, in its sole discretion, to reject, refuse, deny or cancel any subscription to the Services for any reason, whatsoever. The failure of Paraleap Technologies, at any time or from time to time, to require you to perform your obligations hereunder will not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach will not be construed as a waiver of any rights arising out of any prior or subsequent breach.
(a) Except as expressly provided otherwise herein, all notices to Paraleap Technologies must be in writing, delivered by email sent to the administrative contact address provided on the Site or via overnight courier or certified mail, return receipt requested to Paraleap Technologies, LLC, Attention: Legal Department, 309 E. Rand Road, Suite 226, Arlington Heights, IL 60006.
(b) All notices to you will be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to this Agreement) or posted on the Site.
(c) You authorize us to contact you as our customer via telephone, e-mail or postal mail regarding information that we deem is of potential interest to you, unless you opt-out in accordance with the procedures set out in our website. Notices and announcements may include e-mails and other such notices describing changes, upgrades, new products and services or other information.
If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement. This Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the Parties. The remaining provisions will remain in full force and effect.
We may assign, transfer or otherwise dispose of this Agreement in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The provisions of this Agreement shall be binding upon assignees.
This Agreement will be construed in accordance with the laws of the State of Illinois, excluding its choice of law provisions.
Each of the Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other Party will be brought and determined in federal court located in the Cook County of Illinois, and all of the Parties hereby irrevocably submit to the exclusive jurisdiction of the aforesaid courts, with regard to any such action or proceeding arising out of or relating to this Agreement.
You hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
This Agreement shall be construed according to its provisions, in plain English, without constructive presumptions against the drafting Party, and without reference to the section headings.
Neither Party nor their employees, consultants, contractors or agents are, by this Agreement constituted as agents, employees or joint ventures of the other Party, and neither Party has any authority to bind the other Party by contract or otherwise to any obligation.
Each Party will ensure that the foregoing persons will not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
Paraleap Technologies will not be liable for any delay or failure of performance, and no delay or failure of performance will constitute a default or give rise to any liability for damages if such delay or failure is caused by causes beyond Paraleap Technologies’ control, including, without limitation, acts of God, war, terrorism, and civil disturbance.
The provisions of this Agreement which by their nature are intended to survive termination of this Agreement will survive any termination of this Agreement, including but not limited to Sections 5, 6, 7, 8, 9, 10, 12 and 16 through 22 of this Agreement.