Terms of Service2019-04-02T16:27:17+00:00

Terms of Service

Last Updated on: April 1, 2019

These Terms of Service set forth the rules and guidelines users must agree to and follow to use and access this website (www.mcloudcorp.com), mCloud’s social media pages, and any digitally provided services, including AssetCare™ (collectively referred to as “Sites”).

BY ACCESSING THIS WEBSITE, YOU ACCEPT AND AGREE TO THESE TERMS OF SERVICE WITHOUT LIMITATION OR QUALIFICATION.  PLEASE EXIT THIS WEBSITE AND REFRAIN FROM FURTHER USE IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE.  USING THE SITES IN ANY WAY, WHETHER AUTOMATED OR OTHERWISE, CONSITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE.

These Terms may be modified from time to time.  It is your responsibility to check these Terms before using the Sites.

About Us

We operate as Universal mCloud USA Corp., 580 California Street, 12thFloor, San Francisco, California, 94104.

Privacy Policy

Any information you submit through the Sites is governed by mCloud’s Privacy Policy. Any information submitted should be accurate and complete and you agree to update your information as needed. Please see our Privacy Policy (https://www.mcloudcorp.com/privacy-policy/) for more information about how mCloud collects, uses, and shares information, including personal information.

All Content is Protected

mCloud owns these Sites and all their original content, features and functionality, which are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You acknowledge and agree that you do not have any right or license to use any trademark, design right or copyright owned or controlled by mCloud.  You may not use content, features, or functionality on these Sites without the prior written permission from mCloud.

Additionally, third-party content may appear on mCloud’s Sites.  Any third-party content may not be used without the prior, written permission of the owners or the applicable third-party.  You acknowledge and agree that nothing on mCloud’s Sites grants any right or license or has the authority to grant any right or license to third-party content.  mCloud’s use of third-party content does not imply an endorsement of the third-party or its products or services.

Fair Use of Content is Permitted

Downloading, publishing, or using mCloud’s content for commercial purposes without authorization is prohibited.  Fair use of copyrighted material, such as the use of material for teaching, scholarship, research, and news reporting and other noncommercial educational purposes is permitted.  Users should make a citation to www.mcloudcorp.com for any fair use of content.

mCloud’s Additional Proprietary Rights

mCloud also has sole proprietary rights in the software and other proprietary technology associated with its services.  As set forth more fully in an AssetCare™ Subscription Agreements with Customers, any use of mCloud’s services is on a limited basis as agreed to by mCloud and its Customers.

Submission and Commenting Policy

mCloud’s Sites may allow you to submit information to mCloud and/or post information on mCloud’s Sites.  mCloud may monitor, evaluate, alter or remove your submissions and comments.

mCloud does not allow submissions or content that:

  • are from anyone younger than 13 years of age;
  • contains viruses or other code, file, or program that is designed to harm any software, hardware or equipment;
  • contain unauthorized advertisements, endorsements or promotions;
  • breach any duty of confidentiality;
  • infringes on the intellectual property of mCloud or any third-party;
  • include spam;
  • link to any other sites;
  • is abusive, defamatory, libelous, or obscene;
  • threatens, harasses or discriminates against anyone;
  • contains offensive or illegal information;
  • is sexually explicit;
  • promotes unlawful violence; or
  • could cause damage or injury to any person or property

Submissions that violate this policy may be removed and you may be restricted from using mCloud’s Sites as a result of violating this policy.

You should also refer to the policies of any applicable third-party social media platform.

 Website Submissions

Any communication or material submitted to mCloud through its Sites and/or its social media is nonconfidential and nonproprietary and may be used by mCloud for any purpose.  By submitting material, you hereby grant mCloud a worldwide, royalty free, perpetual, irrevocable license.   This grant includes the proprietary rights under copyright, trademark, or patent laws in the relevant jurisdiction.  mCloud is free to use, disclose, and distribute any portion of your submissions, including any ideas or information you provide mCloud.  You explicitly waive any right to receive compensation for the use of any submissions.

Rules of Use

mCloud has devoted significant resources to developing these Sites and the services it provides.  You may not:

  • gain unauthorized access to the Sites, computer systems, or network
  • collect information about mCloud users or customers
  • use mCloud’s Sites or services for any use other than their intended purposes
  • restrict anyone’s use of the Sites or services
  • download, store, make available, distribute, sell, or offer to sell site content without written permission
  • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of mCloud’s Sites or software
  • attempt to frame or mirror any portion of this site or mCloud’s services
  • provide third-parties, except as authorized, with any access to mCloud’s software, documentation, or services, including through licensing, selling, renting, leasing, transferring, assigning, distributing, displaying, or disclosing mCloud’s services or documentation
  • directly or indirectly suggest any endorsement or approval by mCloud of any site, entity, or content
  • provide false, inaccurate, or misleading information
  • use automated means to download data from the Sites

Third-Party Materials

mCloud may include third-party materials and link to third-party sites on its Sites. mCloud has no ability to control third-parties or ensure third-party materials are accurate.  mCloud expressly denies any liability or damages related to the use of third-party materials.   Your use of third-party materials is subject to the third-party’s terms, conditions, and policies.  You access and use third-party materials at your own risk.

Copyright Infringement Claims

Copyright owners who believe their United States copyright has been infringed through online use of the material have the right to send notice of the suspect copyright infringement under the Digital Millennium Copyright Act of 1998. Notices and counter-notices must be submitted in writing to mCloud as follows:

Attn: Copyright Inquiries
580 California Street, 12thFloor
San Francisco, California, 94104

Sites are for Information Purposes Only

mCloud’s Sites are intended to provide you with information about mCloud and how its services can be used to transform energy asset management using data.  You should use your own judgment when taking any action or not taking an action based on these Sites.

Every form of internet use carries the risk information transmission may not be 100% secure.  Therefore, mCloud cannot guarantee the security of data.  mCloud is not responsible if you are unable to access the Sites properly.  You are responsible for all costs for hardware and/or software necessary to access the Sites.  You also assume the entire cost for any maintenance, repair or damage to your hardware and/or software incurred from accessing or using the Sites.

Software Licenses

You do not have any rights to mCloud’s proprietary software and related documentation and material provided to you to access these Sites.  You may not assign, transfer or sublease any licenses granted by mCloud.

Warranty

You represent and warrant that your use will conform with these Terms of Service.

Disclaimer of Warranties

mCloud’s Sites, including those facilitated by third-parties, are available on an “as is” basis.  This means, mCloud, including its past, present and future successors, assigns, heirs, administrators, executors, board members, officers, owners, shareholders, officials, directors, employees, attorneys, and agents, makes no warranties of any kind, whether express, implied, or statutory about these Sites. All warranties, including the warranties of merchantability, fitness for a particular purpose, non-infringement, and title are disclaimed to the fullest extent permissible under the law.

Limitation of Liability

You agree that under no circumstance, including negligence, will mCloud, including its past, present and future successors, assigns, heirs, administrators, executors, board members, officers, owners, shareholders, officials, directors, employees, attorneys, and agents, be liable for any direct, indirect, incidental, special, or consequential damages related to your use of the Sites.

Indemnification

You assume all risk related your use of mCloud’s Sites and the use of information from mCloud’s Sites.  The Sites and these Terms of Service do not create any express or implied warranty of merchantability. mCloud cannot be held liable for any errors in the content presented or in the information being accurate, complete, or suitable for any purpose. You agree to indemnify, defend and hold harmless mCloud’s past, present and future successors, assigns, heirs, administrators, executors, board members, officers, owners, shareholders, officials, directors, employees, attorneys, and agents from all claims, causes of action, judgments, liabilities, losses, expenses and fees (including, without limitation, court costs and reasonable legal fees), and damages in any way related to the use of the mCloud Sites.

Abusive Use May Be Restricted

mCloud has the right to restrict access to its Sites if you engage in abusive conduct.

You should limit the number of retries if there is a return state or error code and should check to ensure you are not requesting invalid links.

You may not engage in any spamming practices, including:

  • Trojan Horse attack
  • SQL Injection attack
  • Cross Site Scripting attack
  • Command Injection
  • Remote File Inclusion
  • PHP Script Injection

mCloud reserves the right, in its sole discretion to disable and/or terminate your access to its Sites if you violate this term.

Reservation of Rights

mCloud specifically and completely reserves all rights not expressly granted in this Terms of Service.

Agreement Does Not Create a Legal Relationship

This Agreement does not create a partnership between you and mCloud or authorize you to act as an agent for mCloud, and nothing in this Agreement is intended to operate to do so.  You shall not have the authority to act in the name or on behalf of or otherwise bind mCloud in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).  Further, nothing in this Agreement is intended to or shall create an employment or joint employment relationship between you and mCloud.

Jurisdiction

mCloud’s Sites and services are not intended to subject mCloud to any jurisdiction or law outside of the United States of America.  The site or services may not be appropriate or available for use in some non-United States jurisdictions.

Arbitration 

You further agree that any dispute concerning, arising out of, or in connection with the terms, effects, interpretation and/or enforcement of these Terms of Service shall be resolved exclusively through final and binding arbitration rather than litigation.  Any and all disputes shall be submitted to the American Arbitration Association for final and binding arbitration applying California substantive law.  Arbitration shall be held in San Francisco, California. You expressly waive any right to contest submission of any and all disputes under these Terms to final and binding arbitration in San Francisco, California.  Any claim to compel arbitration or other proceeding required by law to be filed in a court of law must be brought in the state or federal courts of San Francisco, California.  In any litigation, arbitration, or court proceeding between you and mCloud relating to this Agreement, mCloud shall be entitled to reasonable attorneys’ fees and expenses incurred if the prevailing party.

Integration

This Terms of Service contains the entire agreement between you and mCloud with regard to the matters set forth in the Terms and shall be binding upon and inure to the benefit of mCloud’s past, present and future successors, assigns, heirs, administrators, executors, board members, officers, owners, shareholders, officials, directors, employees, attorneys, and agents.

Severability 

These Terms of Service are severable.  If any part of these Terms is found to be unenforceable, you agree that the court shall reform the term to as close as possible to the language of these Terms. If the provision may not be reformed, it shall be severed and deleted from these Terms and the remaining provisions shall remain in full force and effect.

Headings   

All headings and captions in these Terms are for convenience only and shall not be interpreted to enlarge or restrict the provisions of the Terms.

Changes to these Terms

mCloud may change, add, or remove portions of these Terms of Service at any time and become effective immediately upon posting.  The new Terms will be reflected in the Last Updated On date.  It is your responsibility to review these Terms prior to use of the Sites.

Assignment and Transfer

You do not have the right to assign, transfer, charge, sub-contract or deal in any manner with all or any of its rights or obligations under these Terms.  mCloud may assign and transfer its rights under these Terms at any time without limitation.

Breach of Terms

You agree to report any suspected violations of the Terms of Service as soon as possible.

You agree to reimburse mCloud for all damages, costs, fees, and expenses, including attorneys’ fees, as a result of any breach of these Terms.

Waiver

mCloud’s failure to exercise or enforce any right or provision of these Terms against you or another user shall not be a waiver of any right or provision of these Terms.

Termination

This Agreement is effective until terminated.