Terms and Conditions

HyperGrid, Inc. Terms of Use

Revised as of June 5, 2017

Overview

Welcome to www.CloudMadeClear.org and our CloudMadeClearTM cloud cost comparison service (the “Service”).  HyperGrid, Inc., a hybrid enterprise cloud provider, powers the Service and owns and operates this site.  HyperGrid, Inc. created the CloudMadeClearTM Service to make it easy for companies and other entities to compare the true cost of various cloud solutions—a complex endeavor in itself.  These Terms of Use set forth here constitute a legally binding agreement between HyperGrid, Inc. (“HyperGrid, Inc.”, “we”, “us” or “our”) and you. By using our Service in any way, you agree to these Terms of Use and all other operating rules, policies and procedures that will be published from time to time on the site.  The site and the CloudMadeClear service will be referred to together as the “Service”.

General Service Content

You agree that the Service contains information and other content specifically provided by HyperGrid or its partners and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by HyperGrid, Inc. in writing, you shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such content.  However, HyperGrid, Inc. hereby grants you a limited, revocable, non-sublicensable license to use for your internal purposes and information technology purchasing or planning purposes such content (excluding any software code); provided, that you retain all copyright and other proprietary notices contained therein.  Reproducing, copying or distributing any such content, including any materials or design elements on the Service, for any other purpose is strictly prohibited without the express prior written permission of HyperGrid, Inc.

Prohibited Uses

You are responsible for all of your activity in connection with the Service. You shall not (and shall not permit any other party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
  • impersonates any person or entity, including any of our employees or representatives; or
  • includes anyone’s identification documents or other sensitive information.

You will not resell other otherwise distribute the Service. In accepting these Terms of Use, you agree to use the Service for the purposes for which it is provided by us and not for nefarious purposes.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or “spam” on the Service; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the site; (vi) harvest or scrape any content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

Suspicion of Unauthorized, Risky, or Illegal Use

We reserve the right to withhold our services in their entirety or in part where we believe they are being used in violation of these Terms of Use, any other HyperGrid, Inc. agreement, or that they pose a risk to us or a third party.

Indemnification

You shall defend, indemnify, and hold harmless HyperGrid, Inc., our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all damages, losses, liabilities, claims, and costs and expenses, including all attorneys’ fees, that arise from or relate to: (i) your use or misuse of, or access to, the Service, (ii) your violation of these Terms of Use, (iii) any content, information or materials provided by you or any or your end users, (iv) disputes or issues your end users may have with respect to you or any of your products or services or content, (v) disputes or issues your end users may have with respect to any data (including, without limitation, with respect to the timeliness, accuracy or completeness thereof), or (vi) infringement by you, or any third party using your account or identity in the services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

Termination

We may terminate or suspend your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. All provisions of these Terms of Use, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Limitation on Liability

IN NO EVENT SHALL HYPERGRID, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE APPLICATION: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF the lesser of: (A) the amount that you have paid for the Service in the last 12 months; or (B) IN THE AGGREGATE $10.00 (U.S.). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Disclaimers

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  HyperGrid, Inc. MAKES NO WARRANTY THAT (I) THE SERVICE IS ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.  IN ADDITION, HYPERGRID, INC. MAKES NO WARRANTY THAT ANY DATA, ESTIMATES, COMPARISONS OR PRICING INFORMATION WILL BE TIMELY, ACCURATE OR COMPLETE. YOU ACKNOWLEDGE THAT THE SERVICE IS SUJECT TO CONSTANTLY CHANGING COMMERCIAL DYNAMICS, CHANGING VARIABLES AND IMPERFECT INFORMATION WHICH MAY RENDER THE SERVICES UNUSABLE OR INACCURATE. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Modification

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue an aspect of the Service at any time by posting a notice on the site or by sending you notice through the Service, via e-mail, as an account notification, or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the services following any changes to these Terms of Use constitutes acceptance of those changes.

Miscellaneous

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.  HyperGrid, Inc. shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond HyperGrid, Inc.’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by you except with our prior written consent.  HyperGrid, Inc. may transfer, assign or delegate these Terms of Use and its rights and obligations without consent.  These Terms of Use shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Jose, California.  Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to these Terms of Use shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”).  The arbitrator shall be selected by joint agreement of the parties.  In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute.  The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court.   The arbitration proceeding shall take place in San Jose, California using the English language.  Both parties agree that these Terms of Use are 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 these Terms of Use, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and you do not have any authority of any kind to bind HyperGrid, Inc. in any respect whatsoever.