Terms & Conditons
Our Terms & Conditions
Cloudskul, a product powered by NUGITECH Nig. Ltd. (including its various affiliates and subsidiaries, "Cloudskul") provides a collection of tools and resources to manage a school online, process orders/payments and sell products online and other services (collectively, the "Services"). The following are the terms and conditions for use of the Services (the "Terms"), along with any amendments thereto and any operating rules or policies that may be published from time to time by Cloudskul. You agree that you have read and understand, and have the capacity and authority to accept, agree to and be bound by these Terms.
Service and Terms
The Services are provided subject to these terms and any operating rules or policies that Cloudskul may publish from time to time (collectively, the "Agreement"). Cloudskul may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) Cloudskul’s email notification to you advising you of such changes or modifications, (b) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the "Date of Last Revision" date at the top of the Terms, or (c) your continued use of the Services after Cloudskul posts the updated Agreement to CloudSkul.com. In addition, when using particular Cloudskul services, Customer and Cloudskul will be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time.
The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, please do not use the Services.
The Services provides a collection of tools and resources to manage a school online, process orders and sell products online. In addition, the Services may include migration services relating to your use of the Cloudskul's tools and resources.
Customer must complete a registration form in order to use the Services. Customer will provide true, accurate, current, and complete information about Customer as requested in the registration form, and will update the information to keep it current. As part of the registration process, Customer will identify an email address and password for Customer's Cloudskul account. Customer is responsible for maintaining the security of Customer's account, passwords, and files, and for all uses of Customer's account and of the Services in Customer's name. Cloudskul reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
RESTRICTIONS AND RESPONSIBILITIES
This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services ("Software"); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
For every email message, SMS or notifications sent in connection with the Services, Customer acknowledges and agrees that the recipient has agreed to receive such communication and that Customer will not engage in the act of sending unsolicited emails or sms.
In using the varied features of the Services, Customer may provide information (such as name, contact information, or other registration information) to Cloudskul. Cloudskul may use this information and any technical information about Customer's use of this website to tailor its presentations to Customer, facilitate Customer's movement through this website, or communicate separately with Customer. Cloudskul will not provide information to companies Customer has not authorized, and Cloudskul will not authorize the companies that get such information to sell and redistribute it without Customer’s prior consent.
Customer acknowledges and agrees that: (a) the Services including without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, "Proprietary Information") are owned by Cloudskul and Nugitech and/or its third party sponsors, partners, and other co-branders (collectively, "Content Providers"), (b) the Proprietary Information contains valuable copyrighted material and is protected by Nigerian. and international copyright and other intellectual property laws, (c) the Proprietary Information is licensed, rather than sold, to Customer pursuant to these Terms, and (d) Customer has no rights in the Proprietary Information, other than the rights and licenses granted to Customer herein.
Cloudskul Trademarks. "Cloudskul" and our logos (both words and design) either are trademarks, service marks, or registered trademarks of Cloudskul or its Content Providers, and may not be copied, imitated or used, in whole or in part without Cloudskul's prior express written consent or that of our Content Providers. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of Cloudskul and may not be copied, imitated, or used, in whole or in part without our prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by Cloudskul are the property of their respective owners.
Reservation of Rights. Except for the rights expressly granted to Customer pursuant to these Services, Customer acknowledges that it has no right, title or interest in or to this website, the Services or Proprietary Information. All rights not expressly granted by Cloudskul in these Terms are hereby reserved by Cloudskul. There are no implied rights.
TERM AND TERMINATION
Customer may terminate this Agreement at any time. By writing to the Cloudskul Team. See also Section 7 below (Fees and Payment; Upgrade, Downgrade and Cancellation of Services) for more information regarding termination of this Agreement or related Services.
Cloudskul may terminate this Agreement or the Services at any time with or without cause, and with or without notice. Cloudskul will have no liability to Customer or any third party because of such termination.
Upon termination or expiration of this Agreement by either party for any reason, (a) Cloudskul will cease providing the Services, (b) you will be entitled to your school Data under a unified and well discussed fee between Cloudskul and Customer, pro rata or otherwise. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
Upon termination or expiration of this Agreement by either party for any reason, Cloudskul may delete any Customer archived data within 30 days after the date of termination.
DISPUTES REGARDING ACCOUNT OR SITE OWNERSHIP
The entity or person creating a Cloudskul account and designated as the owner will be deemed the account owner. For security reasons, only the account owner or the point of contact designated by the account owner will be allowed to make changes, cancellations, or designate a new point of contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in a site, school or account. Cloudskul is not obligated to, and will not, resolve any such disputes.
If multiple persons are claiming ownership of or rights in a site, School or account, and, in Cloudskul's sole judgment, there is uncertainty as to the ownership of or rights in such site, School or account, then Cloudskul will, to the extent of its knowledge and ability, notify such persons of the dispute and demand that such persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves Cloudskul of all liability and obligations concerning the dispute and such site, School or account. If the disputing persons fail to resolve the dispute within what Cloudskul, in its sole judgment, deems to be a reasonable time, then Cloudskul, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve such dispute and reach certainty regarding ownership of or rights in such website, School and/or account. The person or persons conclusively and finally determined by court order, binding arbitration or settlement agreement to be the rightful owner(s) or interest holder(s) of such website, School and/or account will be obligated to pay all amounts due and comply with the then current Cloudskul policy regarding transfers of accounts, if required, to transfer ownership of the site, School and/or account to the rightful owner. Failure of the rightful owner of such site, School and/or account to timely pay in full all of such amounts will be deemed a breach of these Terms and will subject the account to immediate termination.
CUSTOMER'S NAME AND TRADEMARKS: Customer Feedback; Customer Submissions
Name and Trademarks: Customer hereby grants Cloudskul a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, and service marks (collectively, "Customer’s Marks") as are provided to Cloudskul in connection with this Agreement (a) on Cloudskul's own websites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing Cloudskul's Services and (c) in applications reasonably necessary and ancillary to the foregoing.
Customer Content: Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, Cloudskul, or manage (a) ideas, opinions, recommendations, feedback or advice ("Customer Feedback"), or (b) literary, artistic or other content, including but not limited to photos and videos ("Customer Submissions") (Customer Feedback together with Customer Submissions, "Customer Content"). By providing Customer Content to Cloudskul via any method (e.g. site submission, email, survey responses, etc.), Customer represents and warrants to Cloudskul that (i) Customer has all necessary rights to distribute Customer Content via this website or via the Services found at this website, either because Customer is the author of the Customer Content and has the right to distribute the same, or because Customer has the appropriate distribution rights, licenses and/or permissions to use, in writing, from the copyright or other owner of the Customer Content, and (ii) Customer does not violate the rights of any third party.
License to Cloudskul: Cloudskul will have the right to use and disclose any Customer Content posted to Cloudskul's corporate websites or submitted directly to Cloudskul for any lawful purpose. In no event will Customer or anyone else be entitled to any compensation or acknowledgement for Cloudskul's use of any Customer Content. Customer's provision of Customer Content is entirely voluntary and will not create any confidentiality obligation for Cloudskul. By submitting Customer Content, Customer hereby grants Cloudskul an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sub-licensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display Customer Content (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) Customer Content in any manner and for any purpose (including, but not limited to, commercial purposes) that Cloudskul deems appropriate in its sole discretion (including, but not limited to, to incorporating Customer Content (or any modification thereto), in whole or in part, into any technology, product or service. The provisions in this Section apply specifically to Cloudskul's use of Customer Content posted to Cloudskul's corporate websites or submitted directly to Cloudskul. The provisions in this Section are not intended to and do not have the effect of transferring any ownership (including intellectual property rights) Customer may have in content posted to Customer's hosted sites or granting any license (including intellectual property rights) to content posted to Customer's account or hosted sites (other than as necessary for Cloudskul to host Customer's sites and provide the Services). Customer will be solely responsible for any and all of the Customer Content that is submitted through Customer’s account, and the consequences of, and requirements for, distributing it. Cloudskul will not release any private data to the public or allow her staff, employee, partners to do so without due permission from owner of such data.
Cloudskul makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available on or via the Services (collectively, " Discussion Areas") or with respect to any messages, information, or materials contained in the Discussion Areas. Customer's use of, or reliance upon, any such messages, information, or materials is at Customer's sole risk and expense. Cloudskul does not, and cannot, review all of the information and materials provided in the Discussion Areas and has no responsibility or liability for any such information or materials or their use. If Cloudskul becomes aware of any information or materials that it determines violate these Terms or the Discussion Areas' policies promulgated by Cloudskul from time to time or that Cloudskul otherwise deems inappropriate in its sole discretion, Cloudskul reserves the right to delete, move, or edit any such information or materials.
EXPORT OF SERVICES OR TECHNICAL DATA
Cloudskul customers are advised to regularly export and keep safely their data as the import and export tool are created to allow Schools perform import and export seamlessly.
FEES AND PAYMENT: Upgrade, Downgrade and Cancellation of Services
Fees: In consideration of the Services provided, Customer will pay Cloudskul all fees due according to the prices and terms listed on this website. Cloudskul reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on this website and effective immediately upon the next renewal, billing period, upgrade or downgrade of the Services with and/or without notice to Customer. All payments are NON-REFUNDABLE.
Taxes: All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, harmonized or other taxes, fees or charges
Billing Policies and Cycles: All billing invoices and payment notifications will be maintained directly in Customer's Account Portal.
Payment:A valid credit card is required for accounts to process payment on Cloudskul. Fees for prepaid Services are based on Services purchased, regardless of actual usage and payments made for such Services are NON-REFUNDABLE. CLOUDSKUL DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL DAYS, MONTHS OR YEARS AND DOES NOT PROVIDE REFUNDS TO CUSTOMERS WHO DO NOT USE THEIR ACCOUNTS OR LOG IN. TO PARTNER WITH CLOUDSKUL AND USE THE SERVICE ENTIRELY FREE, SCHOOL FEES HAS TO BE CHANNELLED THROUGH CLOUDSKUL.
Cloudskul service is entirely free for Schools to use, Schools must verify that they are licensed to operate as a school.
Our Partner site Cloud tutors allows tutors to register for free and paid use, users pay an annual subscription to enable Cloudskul showcase them to the parents we have on file.
CANCELLATIONS: Cloudskul Services will continue in effect until Customer validly terminates the Services. Customer must notify Cloudskul of its intent to terminate the Services at least 5 calendar days before doing so.
Prohibited Offerings: Customer may not utilize the Services to provide, sell or offer to sell the following: replicas; controlled substances; illegal drugs and drug contraband; weapons; pirated materials; instructions on making, assembling or obtaining illegal goods or weapons to attack others; information used to violate the copyright(s) of, violate the trademark(s) of or to destroy others' intellectual property or information; information used to illegally harm any people or animals; pornography, nudity, sexual products, programs or services; escort services or other content deemed adult related.
Profanity: Profanity, profane or otherwise inappropriate subject matter in the site content and in the domain name are prohibited.
Private Information and Images: Customers may not post or disclose any personal or private information about or images of children or any third party without the consent of such party (or a parent's consent in the case of a minor).
Violations of Intellectual Property Rights: Any violation of any person's or entity's intellectual property rights, rights of privacy, rights of publicity or other personal rights is prohibited. Cloudskul may remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see "Reporting Claims of Copyright Infringement" below).
Misrepresentation of Transmission Information:Forging, misrepresenting, omitting, or deleting message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited.
Viruses and Other Destructive ActivitiesUse of the Services for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for Customer to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service or equipment) or conduct their business over the Internet.
Hacking"Hacking" and related activities are prohibited. "Hacking" includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.
Anonymous ProxiesCloudskul does not allow the use of anonymous proxy scripts on its servers. They can be very abusive to the server resources, affecting all users on that server. Customer will not access or copy any portion of the Services through any automated viewing, downloading or crawling systems.
Export Control ViolationsThe exportation of encryption software outside of Australia or the United States and/or violations of Australian or United States law relating to the exportation of software is prohibited. Customer may not export or transfer, directly or indirectly, any regulated product or information to anyone outside Australia or the United States without complying with all applicable statues, codes, ordinances, regulations, and rules imposed by Australian and United States federal, state or local law, or by any other applicable law.
Child PornographyThe use of the Services to Cloudskul, post, display, transmit, sell, advertise or otherwise make available child pornography is prohibited. Cloudskul is required by law to, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the Services.
Other Illegal ActivitiesThe use of the Services to engage in any activity that is determined by Cloudskul, in its sole and absolute discretion, to be illegal is prohibited. Such illegal activities include, but are not limited to, storing, posting, displaying, transmitting, selling or otherwise making available ponzi or pyramid schemes, fraudulently charging credit cards or displaying credit card information of third parties without their consent, and failure to comply with applicable online privacy laws. Cloudskul will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.
Other Activities This list of prohibitions provides examples of prohibited conduct, and is not intended to be a complete or exclusive list of all prohibitions. Engaging in any activity that, in Cloudskul sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, Cloudskul business, operations, reputation, goodwill, customers and/or customer relations, or the ability of Cloudskul customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate these Terms. In addition, the failure of Customer to cooperate with Cloudskul in correcting or preventing violations of these Terms by, or that result from the activity of, a customer, patron, subscriber, invitee, visitor, or guest of Customer constitutes a violation of these Terms by Customer. Without limiting the rights and remedies available to it, Cloudskul reserves the right in its sole discretion, to suspend or terminate Customer's access to its account and the Services, with or without notice, and to take any other action that Cloudskul determines in its sole discretion is necessary as a result of any behaviour by Customer that is illegal, inappropriate, disruptive to this website, the Services, or to any other user of this website or the Services, or which otherwise breaches these Terms. Cloudskul may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required, or otherwise in Cloudskul’s sole discretion, Cloudskul will cooperate with law enforcement agencies in any investigation of alleged illegal activity conducted using this website or the Services. These prohibitions do not require Cloudskul to monitor, police, remove or reject any Customer Content or other information submitted by Customer or any other user.
Cloudskul offers its Services to host Schools and their content for life and at no cost, not to Cloudskul data. Using an account as an online storage space for archiving electronic files that do not fall within the functionalities granted to an account is prohibited and will result in termination of Services without prior notice. For its own operational efficiencies and purposes, Cloudskul from time to time backs up data on its servers, but is under no obligation or duty to Customer to do so under these Terms. IT IS SOLELY CUSTOMER'S DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP CUSTOMER’S FILES AND DATA WHICH MAY RESIDE ON CLOUDSKUL SERVERS. UNDER NO CIRCUMSTANCES WILL CLOUDSKUL BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF CUSTOMER’S FILES AND/OR DATA ON ANY CLOUDSKUL SERVER.
Cloudskul will respond to notices of copyright infringement that comply with applicable law. If a copyright holder believes that there has been a violation of his/her copyright on a site that is hosted by Cloudskul or a Cloudskul subsidiary, the copyright holder may request that Cloudskul remove or disable the material by submitting written notification to our Copyright Agent (designated below). In accordance with the Digital Millennium Copyright Act ("DMCA"), the written notice must include substantially the following:
- A signature (physical or electronic) of a person authorized to act on the copyright owner's behalf.
- Identification of the copyrighted work that is claimed to have been infringed, or, if the claim involves multiple copyrighted works, a representative list of such works.
- Identification of the material that is claimed to be infringing, with information sufficient to permit us to locate the material.
- Contact information for the person giving the notification, including name, address, telephone, and email address.
- A statement that the person giving the notification has a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA notices is:
Please be aware that if you knowingly make a material misrepresentation that material or activity is infringing your copyright, you may be held liable for damages under the DMCA.
Copyright Counter-Notifications: If Customer believes that it has had material removed or disabled by mistake or misidentification, Customer may file a counter-notification with Cloudskul by submitting written notification to our copyright agent (identified above). Pursuant to the DMCA, the Counter-Notice must contain substantially all the following:
- A signature (physical or electronic) of the person submitting the counter-notification.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Contact information for the person submitting the counter-notification, including name, address, telephone, and email address.
- A statement under penalty of perjury by the person submitting the counter-notification that he/she has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification.
- A statement by the person submitting the counter-notification that Customer will consent to the jurisdiction of the Federal District Court for the judicial district in which it is located (or if Customer resides outside the United States for any judicial district in which Customer's website may be found) and that Customer will accept service from the person (or an agent of that person) who submitted the DMCA notice at issue.
Please be aware that if you knowingly make a material misrepresentation that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages under the DMCA.
Repeat Infringers: It is Cloudskul's policy in appropriate circumstances to disable and/or terminate the accounts of Customers who repeatedly infringe copyrights.
Governing Law; Jurisdiction: The laws of the Federal Republic of Nigeria will govern the validity and construction of these Terms and any dispute arising out of or relating to these Terms, without regard to the principles of conflict of laws. Customer hereby consents (and waives all defences of lack of personal jurisdiction and forum non conveniens with respect to the jurisdiction and venue of the federal and state courts (Nigeria). Customer agrees to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
WARRANTY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE WILL BE AT ITS OWN RISK AND THAT THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". CLOUDSKUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLOUDSKUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/OR (D)) THE SERVICES FOUND AT THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND CLOUDSKUL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CLOUDSKUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, CLOUDSKUL’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
Limitation Of Liability: CLOUDSKUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR ITS END USER'S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT CLOUDSKUL IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. CLOUDSKUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY CLOUDSKUL FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF CLOUDSKUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THIS WEBSITE AND THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
Indemnification of Cloudskul. Customer agrees to defend, indemnify and hold Cloudskul and its Content Providers and the respective directors, officers, employees and agents of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to Customer's breach of any of these Terms or use by Customer or any third party (authorized, permitted or enabled by Customer) of the Services, except to the extent the foregoing directly result from Cloudskul's own gross negligence or will-full misconduct. Cloudskul reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. THIS FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER'S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
No Assignment by Customer. No Assignment by Customer. Customer may not assign this Agreement without the prior written consent of Cloudskul, which Cloudskul may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written consent from Cloudskul will be deemed null and void. Cloudskul may assign this Agreement at any time. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Waiver. The failure of Cloudskul to exercise or enforce any right or provision of these Terms or this Agreement will not constitute a waiver of such right or provision.
Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The section headings and titles in these Terms and this Agreement are for convenience only and have no legal or contractual effect. These Terms and this Agreement will be interpreted without application of any strict construction in favour of or against Customer or Cloudskul.
Independent Contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Cloudskul in any respect whatsoever.
Attorney Fees In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
Force Majeure. Cloudskul will have no liability to Customer or any third party for any failure by Cloudskul to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of Cloudskul, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other event of force majeure.
SPECIFICS. In addition to the Terms above, Customer also agrees to be bound by the additional service specific terms applicable to the Services Customer purchases or uses provided by Cloudskul or its partners. The following Service Specific Terms are hereby incorporated by reference and are binding upon Customer.
CLOUDSKUL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES AND WILL NOT BE LIABLE FOR ANY SOFTWARE, PRODUCTS OR SERVICES CUSTOMER RECEIVES FROM THIRD PARTIES.
Cloudskul Theme Cloudskul
- Except as otherwise expressly provided at checkout when licensing a Design Theme, refunds will not be issued to Customers for Design Themes once they are installed on the Customer's Cloudskul
- All Design Themes are licensed under a non-exclusive license agreement and can be reproduced and redistributed an unlimited number of times by Cloudskul.
- Cloudskul grants to Customer, for so long as Customer continues to subscribe and pay for the Services, a nonexclusive license to modify, make derivative works of and use, each licensed Design Theme solely in conjunction with the Cloudskul platform and the Services. For clarity, the foregoing license only allows Customer to use each licensed Design Theme for a single Cloudskul Cloudskul/website per license purchased. If Customer desires to use a Design Theme for more than one Cloudskul owned or operated by Customer, a new Design Theme license must be purchased for each such Cloudskul using the Design Theme. Design Themes may only be used by a Customer and may not be transferred by Customer to any unaffiliated third party without the prior written consent of Cloudskul. For clarity, Customer may not license, sublicense, assign, transfer, redistribute or sell any Design Themes or derivative works thereof to any other parties. The Design Theme is the exclusive property of our design partner, and all right, title and interest in each Design Theme shall remain exclusively with the applicable design partner.
- If Customer licenses a Design Theme for its website, Cloudskul may provide your personal information to our design partner to facilitate the design partner's provision and/or offer of support/services and/or products to the Customer.
- If Customer customizes a Design Theme, neither Cloudskul nor its design partners are obligated to support that Design Theme.
Tutors are bounded by this service agreement and all Tutors agree that the have and possess all necessary certifications to teach any subject they claim to. If a tutor is found to be an imposter, Cloudskul reserves the right to disqualify such tutor and remove their account. Tutors also agree that they are above the age of 18 years and can be responsible for all actions as necessary Laws shall be called up if Tutors digress and use the platform to commit a crime.