Cloud8

Search
Close this search box.

TAKE CONTROL OF YOUR CLOUD​

Terms of Use

CLOUD8 TERMS OF SERVICE

THESE TERMS OF SERVICE, TOGETHER WITH ANY AMENDMENTS, ORDER FORMS, AND ANY ADDITIONAL AGREEMENTS YOU ENTER INTO WITH CLOUD8 GLOBAL CLOUD SERVICES LLC, 8615 Commodity circle suite 11, Orlando, FL 32819 (“CLOUD8”, “WE” OR “OUR”) IN CONNECTION WITH THE SERVICE (COLLECTIVELY, “TERMS”), EXCLUSIVELY GOVERN YOUR ACCESS TO AND USE OF OUR CLOUD8 SOFTWARE (THE “SERVICE”). THE TERMS APPLY TO YOU IF YOU HOLD AN ACCOUNT WITH US, IF YOU PURCHASE THE SERVICE, IF YOU PROVIDE THE SERVICE TO YOUR CLIENTS OR IF YOU OTHERWISE USE THE SERVICE. PLEASE READ THEM CAREFULLY BEFORE USING THE SERVICE.

BY ACCESSING, USING AND/OR ORDERING THE SERVICE, YOU WARRANT THAT YOU ARE AUTHORIZED TO DO SO, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION OR LEGAL ENTITY (“ORGANIZATION”), THEN YOU ARE AGREEING TO THESE TERMS ON BEHALF OF THAT ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN THAT CASE, “YOU” AND “YOUR” REFERS TO YOU AND THAT ORGANIZATION.

1. The Service

The Service is offered on a software-as-a-service subscription basis subject to the Terms. Cloud8 retains all rights to the Service. The Service provide an online cost optimization platform for your cloud account (“Customer System”). We may change the Service in our sole discretion from time to time as we refine it and add more or other features. We may also stop, suspend, or modify the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to You. You agree that Cloud8 shall not be liable to you or any third party for any modification or cessation of the service. You acknowledge that Cloud8 has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future.

You should frequently back up data that you enter into the service. If Cloud8 ceases providing the service, such data and applications may become permanently lost.

You acknowledge and agree that the Service operates on, or with, or using services operated or provided by third parties and/or application programming interfaces (“Third Party Services”). Cloud8 is not responsible for the operation of any Third Party Services, nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any applicable terms or conditions thereof. Cloud8 does not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and Third Party Services is solely between you and that third party, and is governed by such third party’s terms and conditions.

A responsibility matrix may be defined between you and Cloud8 in order to specify operational and technical roles regarding the several aspects of the services, and will be considered as part of these Terms.

2. Your System

By entering into this Agreement, you agree to provide and allow Cloud8 access to your Cloud account(s) via the Internet for the purposes of providing the Service to you, and you represent and warrant that you have the right to grant this access to Cloud8. You are solely responsible for the set-up, maintenance, and security of the Customer System, and you acknowledge that frequent, regular software updates for internet browsers, antivirus, operating systems, and other communication software are essential to the security of the Customer System. Cloud8 disclaims all liability for any breach of the security of Customer System caused by a lack of frequent, regular software updates for internet browsers, antivirus, operating systems, and other communication software.

3. Term

The Term begins when you sign up for Cloud8 and continues until you choose to discontinue it. Clicking the button means that you’ve officially “signed” the Terms. If you sign up for Cloud8 on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf. There are absolutely no refunds once a monthly subscription has been paid.

The Service is provided on a pay-as-you-go basis for a period of one (1) month (“Subscription Period”) automatically renewable for successive one-month periods unless either party provides the other with at least thirty (30) days written notice prior to the end of any Subscription Period of its intent not to renew.

4. Pricing and Payment

The pricing structure for the Services is specified in our website https://www.cloud8.io/ (“Website”), unless otherwise agreed by the parties in writing.

The pricing is based on a percentage of the monthly invoicing of your Customer System that use the Cloud8 Service.

You agree to pay Cloud8 via credit card. All payment will be due within 5 days of the date of the invoice. All payments shall be made in US dollars. All fees are non-refundable and are exclusive of all applicable taxes, and you agree to pay any and all taxes that you are obliged to pay by law in relation to any transaction between you and Cloud8. If payment is not received from your card issuer, you agree to promptly pay all amounts due upon demand. Any credits due to you will be applied on the next invoice against the amounts then due.

If you do not make payment when due, Cloud8 may charge interest on the unpaid amount at the lesser of 1.5% per month or the maximum rate allowed by law. Failure to pay on time may result in temporary or permanent suspension of your access to our Services. Cloud8 reserves the right to suspend services for overdue accounts until the account has been paid up to date. Non-payment of the fee will result in cessation of service after 30 days if payment is not received.
We may change our fees at any time by posting a new pricing structure to our Website.

5. Free Trial Period

Cloud8 may, in its sole discretion and on a case to case basis, offer a free, no-obligations trial period of the Service (“Trial Period”) to its users. The Trial Period will commence on the initial date of the access or use of the Service and will conclude at the end of the trial period displayed on the Website (as amended from time to time), or sooner if (i) the account is upgraded by beginning to pay the applicable subscription fees, or (ii) if the use of the Service is terminated in accordance with this Agreement. You acknowledge and agree that this Agreement is applicable and binding upon you during the Trial Period and that Cloud8 (i) does not make any commitments in connection with the Service; and (ii) may send you, subject to your opting out, communications and other notices about the Service to your email address. Cloud8 reserves the right to modify, cancel and/or limit this Trial Period offer at any time.

6. Closing Your Account

You or Cloud8 may terminate this Agreement at any time and for any reason by giving Notice to the other party. Termination notice must be received 30 days prior to the day your renewal payment is due. We may suspend our Service to you at any time, with or without cause. If we terminate your account without cause, we will refund a prorated portion of your monthly prepayment (as applicable). We won’t refund or reimburse you if there’s cause, like a violation of these Terms. Once terminated, we may permanently delete your account and all the data associated with it.

7. Content

In order to make use of the Service, you or your users may upload, create, or input information, data, documentation, and other materials (together, “Content”) into the Service. You have sole responsibility for all Content which you store in the Service. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content. Cloud8 disclaims all liability as regards any of your Content, and will not be liable for (i) any loss or damage of any kind incurred as a result of the use of any Content in the Service, (ii) any losses, costs, or expenses resulting from the loss or corruption of your Content, and/or (iii) any third party claims relating to your Content.

If you use or rely on any information or materials obtained by you through the Service, it is at your own risk.

You agree not to upload Content to the Service that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate third party rights of any kind, including, without limitation, any intellectual property rights of third parties, or rights of privacy. We reserve the right to reject and/or remove any Content that we believe, in our sole discretion, violates the Terms.

We also reserve the right to access, read, preserve, and/or disclose any Content as we reasonably believe is necessary to (i) perform the Service, (ii) satisfy any applicable law, regulation, legal process or governmental request, (iii) enforce the Terms, including investigation of potential violations, (iv) detect, prevent, or otherwise address fraud, security or technical issues, (v) respond to user support requests, or (vi) protect the rights, property or safety of Cloud8, its users and/or the public. You retain full ownership of your Content.
We may use your name and logo on our website located at https://www.cloud8.io/ for the purpose of marketing Cloud8 and the Service, unless you, at any time, inform us in writing that you do not authorize us to do so.

In providing the Service to you, Cloud8 will collect and analyze data (“Customer Data”) from Customer System. Cloud8 does not analyze or collect any information held within the data stored on Customer System, and such information does not constitute Customer Data for the purposes of this Agreement. You agree that Cloud8 may collect and store Customer Data for the purposes of delivering the Service to you, and that you have all necessary rights in and to the Customer Data to grant this license to Cloud8. Cloud8 will keep the Customer Data confidential, use it to deliver the Service to you, and not disclose it to any third party except Cloud8 employees and contractors who have entered into binding agreements with Cloud8 that contain non-disclosure obligations equivalent to those set forth in this Agreement.

8. Acceptable uses of CLOUD8

Cloud8 is trusted by its users, and we trust you to use our Service responsibly. You agree not to misuse the Service. For example, you must not, and must not attempt to use the Service to or for (i) any unlawful purposes or for promotion of illegal activities; (ii) post any Content in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any contractual obligation; (iii) impersonate others, or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others; (iv) send spam; (v) publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy; (vi) access, tamper with, or use non-public areas of the Service, Cloud8’s computer systems, or the technical delivery systems of Cloud8’s providers; (vii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (viii) access or search the Service by any means other than our publicly supported interfaces (for example, “scraping”); (ix) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; (x) interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service. You may not access the Service for the purpose of monitoring its availability, performance and functionality, or for any other benchmarking or competitive purposes. Your use of the Service must be in accordance with the documentation. You agree that You are responsible for your own conduct and content while using the Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. If You are located outside of the United States, You further agree to comply with Your own local laws regarding online conduct and acceptable content. This list is not exhaustive. You and all of your users agree to comply with all local laws regarding online conduct and acceptable content.

We may investigate and/or suspend your account if you violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice in the event that, in our sole and absolute judgment, you violate the Terms, or abuse the Service. Cloud8 reserves the right to revoke a user generated name or account anytime the name or account is being used to abuse the Service, confuse or mislead users or is generally offensive.

You may NOT: (i) make any copies of all or any part of the Service software or otherwise reproduce the Service software; (ii) decompile, decrypt, disassemble, reverse engineer or otherwise discover the source code for the Service software, or attempt to disable or defeat any locking mechanism within the Service software; (iii) modify the Service software; (iv) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities, (v) use the functionality of any part of the Service, in whole or in part, in a manner which competes directly or indirectly with Cloud8’s Service; or (vi) use the Service in any unlawful manner or in breach of this Agreement.

9. Your Account

You must provide us with accurate information when you create your Cloud8 account. Your Cloud8 account gives you access to the Service.

You may never use another user’s Service account without permission.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers and symbols with your account. You agree not to disclose your password to any third party. Cloud8 cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify Cloud8 immediately upon becoming aware of any breach of security or unauthorized use of your account.

10. Support

Cloud8 will provide Technical Support to you via email and helpdesk ticket system on weekdays during the hours of 9:00 am through 5:00 pm EST, with the exclusion of Federal Holidays (“Support Hours”).

Cloud8 will endeavor to provide a response to all Helpdesk tickets within forty-eight (48) hours. The Technical Support provided by Cloud8 is not bound to any SLAs or SLOs.

11. Confidential Information

“Confidential Information” means all information and materials obtained by a party (the “Recipient”) from the other party (the “Disclosing Party”), whether in tangible form, written or oral, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation any information about the business practices of either party and the Terms.

Confidential Information does not include information that (a) is already known to the Recipient prior to its disclosure by the Disclosing Party; (b) is or becomes generally known through no wrongful act of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; or (d) is received from a third party without restriction and without a breach of an obligation of confidentiality. The Recipient shall not use or disclose any Confidential Information without the Disclosing Party’s prior written permission, except as necessary for the provision or use of the Service. The Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information but using not less than a reasonable degree of care.

The Recipient may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order, provided that the Recipient provides prior notice of such disclosure to the Disclosing Party, unless such notice is prohibited by law, rule, regulation or court order.

These confidentiality obligations shall remain in effect for so long as the Confidential Information of the Disclosing Party is retained.

12. Intellectual Property Rights in the Service

All intellectual property rights, titles, and interests in and to the Service and the Service software are and will remain the exclusive property of Cloud8 or its licensors (as applicable).

The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Cloud8 name or any of the Cloud8 trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Cloud8 or the Service is entirely voluntary and you acknowledge and irrevocably agree that we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

13. Third -Party services

We do not endorse or assume any responsibility for third-party services, information, materials, products, or websites. As you use a third-party service in order to use the Service, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of those services. You expressly relieve Cloud8 from any and all liability arising from your use of any third-party service, or content and agree that your dealings with any third-party service, or content is only between you and such third parties. You agree that we are not responsible for any loss or damage of any sort in your dealings with such third parties. Many of these third-party services expressly disclaim all warranties, support or other liabilities or obligations to you in respect of their software or service. You should read the applicable Terms of Service and Privacy Policy of any third-party service before using them.

14. Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website https://www.cloud8.io/. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to any updated terms, please stop using the Service.

15. Indemnity

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD CLOUD8, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, SUPPLIERS, LICENSORS AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED TO ANY THIRD PARTY CLAIMS RELATING TO (A) YOUR USE OF THE SERVICE (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT), AND (B) YOUR VIOLATION OF THE TERMS. IN THE EVENT OF SUCH A CLAIM, SUIT, OR ACTION (“CLAIM”), WE WILL ATTEMPT TO PROVIDE NOTICE OF THE CLAIM TO THE CONTACT INFORMATION WE HAVE FOR YOUR ACCOUNT (PROVIDED THAT FAILURE TO DELIVER SUCH NOTICE SHALL NOT ELIMINATE OR REDUCE YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER).

16. Entire Agreement

The Terms will constitute the entire agreement (“Agreement”) between Cloud8 and you with respect to the subject matter contemplated herein and supersede all oral statements and prior writings with respect to the subject matter contemplated herein. This Agreement is entered into after full investigation by each party, and neither party is relying on any statement or representation made by the other not embodied in this Agreement.

17. No Warranty – Cloud8 is available “As-Is”

THE SERVICE AND SOFTWARE ARE PROVIDED “AS IS”, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CLOUD8, ITS AGENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, NOR SUPPLIERS, MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT. CLOUD8 MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN, OR FROM, AN END USER OR CUSTOMER SERVICES ACCOUNT. EXCEPT AS STATED IN THIS SECTION, CLOUD8 DOES NOT REPRESENT THAT THE USE OF THE SERVICE OR SOFTWARE (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE SECURE, UNINTERRUPTED, TIMELY OR ERROR FREE (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOUD8 IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THE TERMS.

Cloud8 is not responsible for the accuracy, completeness, appropriateness, or legality of data hosted or processed through any cloud service provider.

Cloud8 will have no responsibility for any harm to your computer system or your cloud or Customer System, loss or corruption of data, or other harm that results from your access to or use of the Service or Software, or for any third-party services malfunctioning.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLOUD8 OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLOUD8, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, GOODWILL, PROFITS OR OTHER TANGIBLE OR INTANGIBLE LOSSES) DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CLOUD8 HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO CLOUD8 FOR THE PAST MONTH OF THE SERVICE IN QUESTION.

We make no representations that the Service is appropriate or available for use in locations other than the United States. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

19. Notice

We may provide notifications, whether these are required by law or are for marketing or other business related purposes, to you via email notice, written or through posting of such notice on our website, as determined by us in our sole discretion.

Any notice provided to Cloud8 hereunder shall be in writing to the notice address set forth above and shall be deemed given: i) upon receipt, if by personal delivery; ii) upon receipt, if sent by certified or registered US Mail (return receipt requested); or iii) one (1) day after it is sent, if by next day delivery by a major commercial delivery service. Notices sent via email are deemed received at the time that the notices are sent.

20. Miscellaneous

All sections of the Terms which by their nature should survive termination of any agreement between you and Cloud8 will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnity and limitations of liability.

You agree that the Service is primarily delivered from Florida; and that these Terms are governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect. No waiver shall be implied from conduct or failure to enforce or exercise rights under these Terms. Nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claiming to have waived.

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you without our written permission, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

No supplement, modification, or amendment of these Terms shall be binding unless executed in writing by a duly authorized representative of each party.

Cloud8 will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, Internet outages, volcanic action, unusually severe weather conditions, acts of hackers, third-party internet service providers or third-party cloud services providers.

Cloud8 may suspend performance under these Terms if you cease business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

Termination is not an exclusive remedy and the exercise of Cloud8 by any remedy under these Terms will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise.

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Cloud8 and You.

21. Jurisdiction

You consent to the exclusive jurisdiction and venue of courts in the state of Florida in all disputes arising out of or relating to the Terms.

Where a dispute arises in connection with this agreement, the parties shall meet in good faith to attempt to resolve it.

Where the parties are unable to reach a resolution, the parties submit to the exclusive jurisdiction of the courts of the State of Florida.

Each party shall bear its own costs in connection with such an action.

Nothing in this Section shall be deemed as preventing Cloud8 from seeking injunctive or other equitable relief from the courts as necessary to protect any of Cloud8’s proprietary interests.

Except as otherwise provided in these Terms, all remedies are cumulative and in addition to (not in lieu of) any other remedies available to a party at law or equity.

All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree that, by using the service, you and Cloud8 are each waiving the right to a trial by jury or to participate in a class action.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Cloud8 services or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.