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Term & Conditions

CUMULO NETWORK

TERMS OF USE

  1. Introduction. These Terms of Use (these “Terms” or this “Agreement”) govern your relationship with Cumulo Network (“Cumulo,” “We,” or “Us”) and constitute a license for your use of this website (the “Website”), Cumulo’s resources, and any advice or deliverable provided to you by Cumulo (collectively, the “Services”). By engaging in services with Cumulo, you acknowledge that you have read, understand, and agree with these Terms. If you disagree with these Terms, and/or do not wish to be bound by these Terms, do not engage in a relationship with Cumulo. If you are accepting these Terms on behalf of a business, you represent and warrant that you have sufficient authority to bind the business, and that your acceptance of these Terms shall bind the company on whose behalf you are accepting these Terms.
  1. Grant of License. Your Use of Cumulo Network. Cumulo grants you a limited, nonexclusive, nontransferable, revocable license to use Cumulo and its service subject to the restrictions set forth in these Terms of Use.
  1. Privacy Policy. You agree that any information you provide to Cumulo is subject to its Privacy Policy located at: https://www.cumulo.net/privacy-policy/. 
  1. Access and Account Security. 
    1. Cumulo reserves the right to withdraw or amend this Website, and any service or material it provides on the Website, in its sole discretion, and without notice. Cumulo will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period, or if, as a result of such unavailability, you claim to suffer any damages. From time to time, Cumulo may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
    1. You are responsible for:
      1. 4.2.1.Making all arrangements necessary for you to have access to the Website and Cumulo’s Services.
      1. 4.2.2.Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
      1. 4.2.3.Payment of all fees. 
    1. To access the Website and/or Cumulo’s Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.
    1. If you choose, or are provided with, a user name, password or any other piece of information as part of the Website’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your user name, password, or other security information. You agree to notify Cumulo immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
    1. Cumulo has the right to disable any user name, password, or other identifier, whether chosen by you or provided by Cumulo, at any time in our sole discretion for any or no reason, including, but not limited to, if, in our opinion, you have violated any provision of these Terms of Use, and/or any local, state, or federal law or regulation. 
  1. Fees. Cumulo will charge you in advance for fees stated for the level of service subscribed to by you
  1.  
    1. Your payment method will be charged on the same day each month unless you cancel your Service before your Service renews. You may cancel your service at any time; provided, however, your Service will be terminated effective as of your next monthly renewal date and Cumulo will not refund you for any unused days of Service between your cancellation and the effective date of your termination. 
  1. Intellectual Property Rights. 
    1. Cumulo owns all intellectual property in (i) its software, designs, processes, improvements, techniques, formulas, procedures, ideas, innovations, inventions, systems, know-how, data, documentation, illustrations, literary properties, original works of authorship, derivative works and other material, whether patentable or not, that was developed, acquired, or otherwise obtained by Cumulo prior to or independently from the provision of Services; and  (ii) the Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof). All items in this Section 6.1 are considered “Cumulo Intellectual Property” and are owned by Cumulo, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
    1. You agree that you shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Cumulo Intellectual Property, except as follows:
  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print  one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, distribution, or dissemination.

You must not:

  • Modify copies of any materials containing Cumulo Intellectual Property.
  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
  • Reverse engineer, decompile, disassemble, reproduce, or create any derivative works from any portion or subset of Cumulo Intellectual Property. 
    1. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in violation of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
    1. Cumulo’s name and logo, and all related names, logos, product, and service names, designs, and slogans are trademarks of Cumulo or its affiliates or licensors. You must not use such marks without the prior written permission of Cumulo. All other names, logos, product, and service names, designs and slogans on the Website are the trademarks of their respective owners.
    1. Any Party having a claim under this Section 6 of the Terms may, irrespective of any contrary provisions elsewhere in this Agreement, may pursue a remedy at law or equity in any court of competent jurisdiction. The Parties agree that it would be difficult to establish a specific value of the damages of a violation of this Section 6. Therefore, without necessity of proving damages or irreparable harm, either Party believing that a breach of this Section 6 has occurred or is imminent, may obtain, without opposition, equitable relief in the form of specific performance, temporary restraining order, temporary and permanent injunction, or any other equitable remedy which may be available. Nothing herein shall preclude either Party from pursuing any other remedies that may be available for such breach or threatened breach, including an action for damages.
  1. Prohibited Uses. You may use the Website and Cumulo Network only for lawful purposes and in accordance with these Terms of Use. You agree not to use any Cumulo work product, whether the Website, Services, or otherwise:
    1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries). 
    1. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
    1. To transmit, or procure the sending of, any advertising or promotional material inconsistent with the Website, including any “junk mail,” “chain letter,” or “spam,” or any other similar solicitation.
    1. To impersonate or attempt to impersonate any person or entity (including, without limitation, by using e-mail addresses or other personally identifying characteristics associated with such a person or entity. 
    1. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Cumulo or users of the Website or expose them to liability.
    1. To use the Website or Services in any manner that could disable, overburden, damage, or impair Cumulo’s or its service providers servers, or interfere with any other party’s use of the Website or Services, including their ability to engage in real time activities through the Website and Services.
    1. To use any robot, spider, or other automatic device, process, or means to access the Website or Services for any purpose, including monitoring or copying any Cumulo Intellectual Property. Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
    1. To use any device, software, or routine that interferes with the proper working of the Website or Services.
    1. To introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
    1. 7.10.To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server(s) on which the Website is stored, or any server, computer, or database connected to the Website or via which the Services are provided.
    1. 7.11.To attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
    1. 7.12.To otherwise attempt to interfere with the functionality of the Website or Services.
  1. Monitoring and Enforcement; Termination. 
    1. Cumulo at all times shall have the right to:
      1. 8.1.1.Take any action with respect to any violation of these Terms of Use, including, without limitation, any infringement of any intellectual property right or other right of any person or entity; any violation which threatens the personal safety of users of the Website, the Services, or the public; and any violation which, in Cumulo’s sole judgment, may in any way create liability for Cumulo.
      1. 8.1.2.Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website or Services.
      1. 8.1.3.Terminate or suspend your access to all or part of the Website or Services for any or no reason, including, without limitation, any violation of these Terms of Use, or local, state, or federal law, rule, or regulation. 
    1. Without limiting the foregoing, Cumulo has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone publishing any materials on or through the Website or our Services. YOU WAIVE AND HOLD HARMLESS CUMULO AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY ADMINISTRATOR OF THE WEBSITE OR SERVICES DURING OR AS A RESULT OF SUCH AN  INVESTIGATION AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CUMULO OR LAW ENFORCEMENT AUTHORITIES.
  1. Use Cumulo at Your Own Risk. You agree that your access to and use of Cumulo and its Service is at your own risk. Cumulo will have no responsibility for any harm that results from your access to or use of its Website, any related site, or the Cumulo Service. 
  1. Disclaimer of Warranties. Cumulo warrants that the Services shall be carried out in a diligent, prompt, and professional manner by individuals with the necessary knowledge and training to provide the Services. Cumulo specifically disclaims, and you hereby expressly waive, any and all other warranties, whether express, implied, or statutory, with respect to all Services performed by Cumulo including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. You understand and agree that any decompiling, reverse engineering, or disassembling of code provided by Cumulo shall immediately nullify all applicable warranties and that Cumulo shall be under no obligation to further support any Service relying on such code. You understand that Cumulo cannot and does not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. CUMULO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
  1. Limitation of Liability. IN NO EVENT SHALL CUMULO BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CUMULO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CUMULO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO CUMULO IN THE SIX-MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
  1. Indemnification. 
    1. 12.1.Cumulo shall indemnify, defend, and hold you from and against all claims, losses, expenses, liabilities, demands, obligations, or damages of every kind and nature (including, without limitation, reasonable attorneys’ fees and expenses), arising out of or related to an act or omission of Service Provider which constitutes gross negligence or willful misconduct. 
    1. 12.2.You shall indemnify, defend and hold Cumulo, its affiliates, and their respective officers, directors, shareholders, members, employees, agents, and other representatives harmless from and against all claims, losses, expenses, liabilities, demands, obligations, or damages of every kind and nature (including, without limitation, reasonable attorneys’ fees and expenses), arising out of or related to (i) any act or omission of you or (ii) any breach of these Terms by you. 
  1. Third Party Access. If you grant an employee, agent, volunteer, contractor, or other third party access to your data, such third party shall be deemed to have read, understand, and agree with these Terms. Under no circumstances shall Cumulo be liable for any action taken by such a third party, including, but not limited to, data loss, data corruption, and any action on another site or via a different entity which the third party uses your data accessed on Cumulo.
  1. Default. You shall be in default under this Agreement and any related agreement between the Parties upon the occurrence of any of the following events (each an “Event of Default”): 
    1. 14.1.Failure to pay any amount due by the due date;
    1. 14.2.If any oral or written warranty, representation, certificate, or statement in this Agreement or any related agreement between the Parties is false in any material respect when made or at any time; or 
    1. 14.3.Any failure to perform any obligation under this Agreement or any related agreement between the Parties, and such failure to perform or default in performance continues beyond any applicable grace or cure period, and, if none is provided, then beyond a 10 day cure period.
  1. Force Majeure. If either Party is prevented or delayed in the performance of any of its obligations under this Agreement due to Force Majeure (defined below), that Party will provide written notice to the other Party specifying the nature and expected duration of the Force Majeure. The performance of the Party invoking Force Majeure with respect to any obligation will be excused and the time for performance extended, but only for the period of delay or inability to perform due to Force Majeure. If the total of any period of delay or inability to perform due to Force Majeure asserted by either Party during the Term equals or exceeds 30 consecutive days, the other Party will have the right, at its option, to either terminate this Agreement by written notice or to continue to excuse the first Party’s performance for the period of any delay or inability to perform due to Force Majeure. As used in this Agreement, “Force Majeure” shall mean any act of God, fire, casualty, flood, war, strike, lockout, labor trouble, pandemic, or any other circumstances beyond the reasonable control of the Party asserting it that prevents or delays the performance of any of its obligations under this Agreement.
  1. Assignment. The rights and obligations conferred under this Agreement may not be assigned by either Party without the prior written consent of the other Party. Any attempted assignment in violation of this Section is null and void.
  1. Notices. Any notice required or permitted to be given under this Agreement must be in writing and may be delivered in person, by registered mail, facsimile, e-mail (so long as the email is acknowledged as received by a reply acknowledging receipt), or by overnight courier addressed to the respective Party at the address set forth in the introduction of this Agreement or a changed address as may be given by a Party to the other by written notice. Any notice will be considered to have been given when personally delivered or five business days after the date of mailing or one business day after the date of forwarding if sent by facsimile, e-mail, or overnight courier.
  1. Binding Agreement; Successors. This Agreement will be binding on, inure to the benefit of, and be enforceable by the successors and assigns of the Parties; provided, however, that no assignment of this Agreement will be effective without the express written consent of the other Party.
  1. Applicable Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its principles of conflicts of laws. Each of the Parties to this Agreement irrevocably submits to the exclusive jurisdiction of the courts of the State of Michigan located in Kent County, Michigan, and the United States District Court for the Western District of Michigan for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Agreement and the transactions contemplated by this Agreement. Each of the Parties to this Agreement irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding and to the laying of venue in such court.  Each of the Parties to this Agreement irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
  1. Cost of Enforcement. Unless stated otherwise elsewhere in this Agreement, each Party shall pay its own costs and expenses relating to enforcing this Agreement, irrespective of which Party is successful in an enforcement action. 
  1. No Waiver. The failure of either Party to require the performance of any term or obligation of this MSA, or the waiver by either Party of any breach of this Agreement, shall not prevent any subsequent enforcement of any term or obligation or be deemed a waiver of any subsequent breach.
  1. Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable. 
  1. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties, and any and all prior agreements, representations, or promises concerning the subject matter of this Agreement are superseded by and/or merged into this Agreement. The Parties agree they have not relied on any verbal statements that are not included in this MSA Agreement Any modifications to this Agreement must reference this Agreement and must be contained in a written instrument signed by each Party to this Agreement.