Legal

This Terms of Use (the «Agreement») is an agreement between the Company (as defined below, or «We», «Us», «Our») and you, whether individually or on behalf of an entity («Customer», «You», «Your» or «Yourself»). The term “use” includes accessing, downloading, or utilizing any component of the Service.

CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING IT. BY EXECUTING A SIGNUP FORM OR SIGNING AN ORDER THAT REFERENCES THIS AGREEMENT, OR BY USING THE SERVICE, YOU ACCEPT THIS AGREEMENT AND CONCLUDE A LEGALLY BINDING CONTRACT BETWEEN YOU AND 3HCloud LLC.

IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT USE THE SERVICE.

DEFINITIONS

3HCloud means 3HCloud LLC with offices located at 2031 Harrison St Hollywood, FL 33020 United States

User means a collection of information associated with a particular End User of the Service.

Authorized User means any of Your employees or representatives whom You have authorized to use the Service on Your behalf and who has been supplied a unique username and user password by You or by 3HCloud at Your request.

Control panel means web page at https://portal.3hcloud.com/ , necessary for managing the Services and providing information necessary to use the Services.

Confidential information means information that one party discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the receiving party, is rightfully given to the receiving party by a disclosing party without confidentiality obligations, or becomes public through no fault of the receiving party.

Fee means the applicable fees for each Service plus any applicable taxes.

Installation payment means one-time the Services connection fee.

Intellectual property rights mean current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

Representative means either party's employees or other representatives.

Billing period means the period for which documents for the Service provided are generated.

Service or Services means the 3HCloud cloud services product made available to You under this Agreement.

Ticket system means messaging system between the Company and the Customer by sending or receiving requests through an electronic form located in the Control panel.

Third party software means certain software developed and owned by third parties that may be used from time to time by 3HCloud in connection with the Services.

1. PROVISION OF THE SERVICES
   

1.1. Right to access and use. Subject to the terms of this Agreement, We grant You a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable worldwide right to access and use the Services during the applicable period solely for Your internal purposes. Right to use customer data.

You grant Us a non-exclusive, royalty-free right and license to access and use the Customer data as necessary during the Services provision:

(a) for Us to provide the Services and support to You during the  Services provision; and

(b) for administering this Agreement, including assuring that the right number of User accounts have been issued.

1.2. Modifications.

(a) To the Services. 3HCloud may add or remove features to or from the Service or modify the design of existing features of the Service at any time, at its sole discretion, without notice to You. If 3HCloud believes in good faith that the applicable change(s) may have a material impact on Your use of the Service, 3HCloud shall send notification thereof to You at least 10 days prior to implementation of the change(s). 3HCloud may update the documentation from time to time at its sole discretion. In case 3HCloud believes in good faith that the applicable update(s) to the documentation may have a material impact on Your use of the Service, 3HCloud shall send notification thereof to You upon at least 10 days' prior to implementation of the update(s).

(b) To the Agreement. 3HCloud may make changes to this Agreement and pricing from time to time. Unless otherwise noted by 3HCloud, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new or are required by applicable law, in which case they will be effective immediately. 3HCloud will provide an advance notice for changes via (on its discretion):

(i) sending an email;

(ii) posting a notice in the Control panel; or

(iii) posting a notice to the applicable Service.

If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer's continued use of the Services after such material change will constitute Customer's consent to such changes.

2. YOUR OBLIGATIONS
   

2.1. Access. You are responsible for all activity occurring under Your Services. You will provide Us with all information and assistance required to supply the Services or enable Your use of the Services. You will immediately notify Us of any unauthorized account use or other suspected security breach, or unauthorized use, copying or distribution of Services, documentation or customer data.

2.2. You shall:

(a) At Your expense, purchase or lease, and thereafter use and maintain, the information technology, including computer systems, that meets the requirements necessary to connect to the Service, as such requirements may be modified by 3HCloud from time to time;

(b) Access and use the Service in compliance with, and shall cause Authorized users to use the Service in compliance with:

(i) the standards, protocols and restrictions imposed by 3HCloud;

(ii) this Agreement; and

(iii) all applicable laws and government regulations;

(c) Be responsible and liable for all acts and omissions of Authorized users and any breach of the terms of the Agreement.

2.3. Restrictions. You will not, and will not allow Users or any third parties to:

(a) license, sublicense, access, use, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Services available to any third-party;

(b) modify, decompile, reverse engineer, or copy the Services, or any of their components;

(c) access or use the Services to build or support any products or services competitive with the Services;

(d) use the Services to conduct fraudulent activities;

(e) attempt to gain unauthorized access to the Services, engage in any denial-of service attacks, or otherwise cause immediate, material, or ongoing harm to Us, the provision of the Services, or to others;

(f) impersonate or misrepresent an affiliation with a person or entity;

(g) access or use the Services for monitoring the availability, security, performance, functionality, or for any other benchmarking or competitive purposes without Our express written permission;

(h) falsely identify Yourself or provide any false information to establish any account that will be used to gain access to and/or use of any company products;

(i) use the Services to initiate or propagate Malware;

(j) Using the Service to run any public traffic relay, public bandwidth reselling, public tunneling, or public proxy software (including, but not limited to, HTTP, SOCKS, WireGuard, OpenVPN, Tor) that results in sustained symmetrical traffic (outgoing to incoming traffic ratio between 80% and 100%) combined with high bandwidth consumption (exceeding 1 TB per month or consistently exceeding peak limits). Use of such services constitutes prohibited "public bandwidth reselling" and poses a threat to network integrity. 3HCloud reserves the right to classify such use as a violation of this Agreement, unless otherwise expressly permitted in a separate Supplemental Agreement with the network operator or the customer does not consume internet under unmetered traffic options.

(k) Use obfuscation techniques, including but not limited to disposable email addresses, prepaid anonymous cards, or IP anonymizers, to establish multiple unrelated Accounts for the same beneficiary. The creation of duplicate accounts to sustain high-bandwidth operations (>1 TB/month) dispersed across multiple instances is a material breach. We reserve the right to link such accounts based on behavioral heuristics and apply the restrictive policies of the primary Account to all duplicates.

(l) use the Services in a manner that violates applicable law or regulation, infringes on the rights of any person or entity, or violates this Agreement.

2.4. Actions by Authorized users. You are solely responsible and liable for all actions and omissions of all Authorized users and must take all appropriate measures to ensure that Authorized users only add or remove Services, make payments, request Service functionality, or engage in any other activity in connection with the Service with Your prior consent. You are solely responsible and liable for maintaining the confidentiality of all usernames and passwords and for any unauthorized use of any aA

2.5. Unauthorized use. You shall: (a) immediately notify 3HCloud of any unauthorized use of any username, password or other Account information relating to the Account or any other known or suspected breach of security related to the Service; and (b) report to 3HCloud immediately and use Your best efforts to immediately stop any unauthorized use, copying or distribution of any part of the Service.

2.6. Trade Restrictions. You acknowledge that 3HCloud's Service, documentation, related software and any derivatives thereof are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict export, reexport, transfer to, access or use by certain restricted persons or in, from or involving certain restricted countries or territories, including but not limited to the US Export Administration Regulations, International Traffic in Arms Regulations and the Office of Foreign Assets Control regulations (together, «Trade Restrictions»). You shall comply with all applicable Trade Restrictions in performance of this Agreement. You represent that You are not a Restricted Party. «Restricted Party» means any person or entity that is:  (i) located or organized in a country or territory subject to comprehensive U.S. sanctions («Sanctioned Territory»); (ii) owned or controlled by or acting on behalf of the government of a Sanctioned Territory; (iii) an entity organized in or a resident of a Sanctioned Territory, (iv) identified on any list of restricted parties targeted under US sanctions, including, but not limited to, the U.S. Department of the Treasury, Office of Foreign Assets Control’s («OFAC») List of Specially Designated Nationals and Other Blocked Persons, the OFAC Sectoral Sanctions List, the US State Department's Nonproliferation Sanctions and other lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List, the consolidated list of persons, groups and entities subject to EU financial sanctions from time to time; or (v) owned or controlled by, or acting on behalf of, any of the foregoing. You shall not and shall not permit any Authorized user to access, use, or make the Service available to or by any Restricted Party or to, from, or in connection with any Sanctioned Territory. Failure to comply with these laws and regulations may result in the suspension or termination of your Account.

2.7. You agree to comply with all applicable export and import control laws and regulations in your use of the Services, and, in particular, you will not utilize the Services to export or re-export data or software without all required United States and foreign government licenses. You assume full legal responsibility for any access and use of the Services from outside the United States, with full understanding that such access or use may constitute export of technology and technical data that may implicate export regulations and/or require export license.

3. PAYMENT TERMS
   

3.1. Online Billing. At the end of the applicable Biilling period or as otherwise stated by 3HCloud in the Control panel, 3HCloud will issue an electronic bill to Customer for all charges based on Customer's use of the Services during the applicable Fee accrual period. If 3HCloud reasonably determines based on evidence available to 3HCloud that Customer is at risk of non-payment or that Customer’s Account is potentially fraudulent, then 3HCloud may invoice Customer more frequently. Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, 3HCloud will charge (and Customer will pay) all Fees immediately at the end of the Fee accrual period. If Customer elects to pay by invoice, all Fees are due as stated in the invoice. Unless required by law, Customer's obligation to pay all Fees is non-cancellable.

3.2. Taxes.

(a) Customer is responsible for any taxes, and will pay 3HCloud for the Services without any reduction for Taxes. If 3HCloud is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to 3HCloud, unless Customer provides 3HCloud with a timely and valid tax exemption certificate in respect of those Taxes.

(b) Customer will provide 3HCloud with any applicable tax identification information that 3HCloud may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

3.3. Invoicing. You will be invoiced for applicable Fee and indirect Taxes on a periodic basis. You shall pay all amounts. You are responsible for any outgoing bank transfer charges associated with the payments You make hereunder. You may not set off payments due to 3HCloud against any amounts 3HCloud may owe to You. Fees are non-refundable and non-cancellable.

3.4. Deposit. We may establish the deposit for the Services formed according to the technical requirements of the Customer. The Services for which the deposit is taken, the Fee and other conditions are set in the Control panel.

3.5. Delinquent Payments; Suspension. Late payments (which, for clarity, do not include amounts subject to a good faith payment dispute submitted before the payment due date), may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by 3HCloud in collecting such delinquent amounts. Further, in the event of any late payment for the Services, 3HCloud may suspend the Services. At the same time, Your obligation to repay the current debt remains in force.

3.6. Changes. 3HCloud may change the prices and charges associated with the Service and payment procedure at any time by giving You at least 30 days of prior notice. Such revised prices and payment terms will be binding on You once they come into effect.

4. CONFIDENTIALITY
   

4.1. Confidential information means any information (regardless of the form of disclosure or the medium used to store or represent it) of a Party («Disclosing Party»), including trade secrets and technical, financial, or business information, data, ideas, concepts, or know-how, that:

(a) is designated as «confidential» or by similar words by the Disclosing Party at the time of disclosure and, if oral or visual, is confirmed as confidential by the Disclosing Party in writing within fifteen (15) days of disclosure; or

(b) the receiving party («Recipient») should reasonably have considered to be confidential under the circumstances surrounding disclosure.

However, Confidential information does not include any information that:

(a) written records demonstrate was lawfully acquired by or previously known to the Recipient independent of the Disclosing Party;

(b) is received from a third-party rightfully in possession of such information without restrictions on its use or disclosure and not by inadvertence or mistake;

(c) is or has become disseminated to the public through no fault of the Recipient and without violation of the terms of this Agreement or other obligation to maintain confidentiality; or

(d) is created independently by the Recipient without breach of this Agreement, including any obligation of confidentiality owed to the Disclosing Party.

4.2. Each Recipient of Confidential information under this Agreement must:

(a) keep the Disclosing Party's Confidential information confidential and protect it at least to the same extent it protects its own Confidential information and to the same extent that a reasonable person would protect such Confidential information;

(b) not use the Disclosing Party's Confidential information in any way for its own account or the account of any third party except to perform its duties, exercise its rights or is otherwise authorized under this Agreement; and

(c) not disclose the Disclosing Party's Confidential information except to perform its duties or exercise its rights under this Agreement or as otherwise authorized under this Agreement, provided that:

(i) any disclosure made to the Recipient's employees, contractors or agents is on a need-to-know basis; and

(ii) the Recipient's employees, contractors, or agents in receipt of the Confidential information are under an obligation of confidentiality no less stringent than that set forth in this section.

4.3. If the Recipient is required to disclose any of the Disclosing Party's Confidential Information by law, such as in response to a subpoena or requirement of any court, arbitral, administrative, or legislative body, the Recipient must:

(a) where reasonably possible and permitted, immediately provide written notice to the Disclosing Party of the required disclosure to give the Disclosing Party an opportunity to move for a protective order or otherwise prevent the disclosure;

(b) disclose only the minimum amount of Confidential information required to satisfy the legal obligation; and

(c) assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential information to be disclosed.

4.4. You will immediately notify Us if Confidential information is used or disclosed in breach of this Agreement. As monetary damages may not be sufficient relief if anyone violates or threaten to violate the terms of this section, We are immediately entitled to enforce Our rights by specific performance or injunction proceedings, in addition to any other rights or remedies We may have.

4.5. Upon the Disclosing Party's request and upon termination of this Agreement (unless agreed otherwise by the Parties at the time), each Party will return, destroy, or delete permanently (at the Disclosing Party's election) the other Party's Confidential information.

4.6. On termination of this Agreement, the Recipient must continue to keep the Disclosing Party's Confidential information confidential for five (5) years in accordance with this section

5. INTELLECTUAL PROPERTY RIGHTS
   

5.1. This Agreement is not an agreement of sale, and this Agreement does not transfer any title, Intellectual property rights or ownership rights to any Company Services, documentation, or the software underlying the Services. You acknowledge and agree that the Company Products, Documentation, and the software underlying the Services, and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the foregoing, and all other improvements, revisions, corrections, modifications, enhancements, releases, detection definition files, signature sets, content, and other updates in, of, or to the Services or the software underlying the Services, all Derivative Works based on any of the foregoing, and all copies of the foregoing are trade secrets and reserved to and proprietary property of Us, having great commercial value to Us.

5.2. To enable 3HCloud to provide better service to You, You agree that 3HCloud is entitled to retain and use without restriction any of the generalized knowledge, techniques, methodologies, processes, concepts, ideas, and know-how learned or acquired by 3HCloud's personnel in the course of providing the Service for You hereunder solely to the extent that they are retained in intangible form in the unaided memory of the personnel of 3HCloud without intentionally memorizing such information or using any of Your Confidential Information to refresh its recollection. Such retention and use of information shall not be deemed a breach of this Agreement.

5.3. 3HCloud may identify You in its advertising and marketing materials as a customer of the Service, and may use Your trademarks, trade names, service marks, and logos in such materials subject to Your reasonable guidelines provided to 3HCloud. Furthermore, You agree that 3HCloud may publicly disclose to the public in marketing materials or otherwise some or all of the Service features and 3HCloud products that You are using or have used.

5.4. You shall display 3HCloud trademarks belonging to 3HCloud and accurately identify and refer to 3HCloud and its technology and services. You shall also display a statement confirming the proprietary rights of 3HCloud identified in the Agreement or in the Service-related documentations, as well as shall not remove any proprietary notices from the documentation. Only for performing this Section by You, 3HCloud hereby grants You a limited, non-exclusive, revocable, non-sublicensable, non-transferable, right to use the 3HCloud trademarks within the United States.

5.5. The Service may contain components of other third-party software, which are the property of their respective owners. Your use of the third-party software is subject to the terms and conditions of the applicable third-party software vendor that may be required for Your use of such third-party software, as well as the terms of this Agreement.

‍6. WARRANTY AND DISCLAIMERS

6.1. Compliance with laws. Each Party represents and warrants to the other Party that it has the legal authority to enter into this Agreement with the other Party, and its execution and performance of this Agreement does not and will not violate applicable law or any other agreement to which it is a party or by which it is otherwise bound.

6.2. Disclaimer of warranties. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. WE MAKE NO, AND SPECIFICALLY DISCLAIM ANY, WARRANTY OR REPRESENTATION THAT THE CLOUD SERVICE:

(A) WILL BE UNINTERRUPTED, COMPLETELY SECURE, ERROR-FREE, FAIL SAFE OR FREE OF VIRUSES;

(B) WILL MEET YOUR BUSINESS REQUIREMENTS OR OPERATE WITH YOUR CURRENT SYSTEMS;

(C) WILL COMPLY WITH SERVICE LEVEL AGREEMENT (SLA LINK);

(D) WILL COMPLY WITH ANY PARTICULAR LAW; OR

(E) WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK OR OTHERWISE PROVIDE COMPLETE PROTECTION AGAINST ANY SECURITY THREATS VULNERABILITIES. YOU WILL NOT MAKE ANY REPRESENTATION OR OTHER STATEMENT OR UNDERTAKE ANY ACT OR OMISSION INCONSISTENT WITH THIS SECTION.

YOU ASSUME TOTAL RESPONSIBILITY FOR THE SELECTION OF THE CLOUD SERVICES TO ACHIEVE YOUR INTENDED RESULTS AND FOR YOUR USE OF THE RESULTS OBTAINED FROM THE CLOUD SERVICES. WE DO NOT WARRANT THAT THE CLOUD SERVICES WILL MEET YOUR REQUIREMENTS. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

6.3. No guarantee. NO DATA TRANSMISSION OVER THE INTERNET CAN BE GUARANTEED TO BE SECURE. CUSTOMER ACKNOWLEDGES THAT WE ARE NOT RESPONSIBLE FOR ANY INTERCEPTION OR INTERRUPTION OF ANY COMMUNICATIONS THROUGH THE INTERNET, NETWORKS, OR SYSTEMS OUTSIDE OUR CONTROL AND THAT THE CLOUD SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. YOU AGREE THAT YOU ARE RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR NETWORKS, SERVERS, APPLICATIONS AND ACCESS CODES. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, LOSS OF CUSTOMER DATA OR DAMAGES RESULTING FROM THOSE PROBLEMS.

6.4. High-Risk systems terms. OUR PRODUCTS MAY FAIL AND ARE NOT DESIGNED, DEVELOPED, TESTED, OR INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGHRISK SYSTEMS. WE HAVE NO RESPONSIBILITY FOR, AND YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR AFFILIATES AND REPRESENTATIVES FROM ALL CLAIMS, SUITS, DEMANDS, AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING, ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE OR EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN CONNECTION WITH YOUR USE OF OUR PRODUCTS ON OR IN A HIGH-RISK SYSTEM, INCLUDING THOSE THAT COULD HAVE BEEN PREVENTED BY DEPLOYMENT OF FAIL-SAFE OR FAULTTOLERANT FEATURES TO THE HIGH-RISK SYSTEM, OR ARE BASED ON A CLAIM, ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF THE HIGH- RISK SYSTEM DEPENDS OR DEPENDED ON THE FUNCTIONING OF THE CLOUD SERVICES, OR THAT THE FAILURE OF ANY OF OUR PRODUCTS CAUSED A HIGHRISK SYSTEM TO FAIL.

6.5. Third parties. The Services may contain or otherwise interface with certain third-party products, services or applications and rely on such third-party products, services, or applications to enable or perform certain functionality of the Services, including Malware definitions or URL filters and algorithms. We make no warranty as to the operation of any third-party products or the accuracy of any third-party information.

7. LIMITATION OF LIABILITY
   

7.1. NO CONSEQUENTIAL DAMAGES. SUBJECT TO SUBSECTION 10.3 BELOW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, COSTS OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES, BUSINESS OR SYSTEM INTERRUPTION, DENIAL OF ACCESS OR DOWNTIME, ANY LOST OR DAMAGED DATA OR SYSTEMS OR ASSOCIATED RESTORATION COSTS, NOR WILL WE BE LIABLE FOR ANY DAMAGES RELATING TO CLAIMS THAT THE PRODUCTS DID NOT OPERATE INTERRUPTION- OR ERROR-FREE, OR DID NOT PROTECT AGAINST ALL THREATS, IN ALL CASES REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT FORESEEABLE, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.

7.2. SUBJECT TO SUBSECTION 7.3 BELOW, EACH PARTY'S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS UNDER OR RELATED TO THE SUBJECT-MATTER OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES RECEIVED BY COMPANY FOR THE APPLICABLE PRODUCTS PURCHASED UNDER THE TERMS OF THIS AGREEMENT AND ATTRIBUTABLE TO THE TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

7.3. THE LIMITATIONS IN SECTIONS 7.1 AND 7.2 ABOVE DO NOT APPLY TO LIABILITY ARISING FROM (A) YOUR FAILURE TO PAY ALL AMOUNTS DUE, OR (B) YOUR BREACH OF YOUR CLOUD SERVICES ACCESS RIGHTS GRANTED HEREIN, SECTION 2.7. AND 2.8. (EXPORT), OR SECTION 5.1 (INTELLECTUAL PROPERTY RIGHTS). THESE LIMITATIONS OF LIABILITY APPLY WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, INFRINGEMENT, STATUTE OR OTHERWISE. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THESE LIMITATIONS OF LIABILTY ARE CUMULATIVE AND NOT PER INCIDENT AND THEY SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

8. INDEMNIFICATION
   

8.1. Exclusions. Notwithstanding anything to the contrary in this Agreement, We will not indemnify or defend You for claims asserted, in whole or in part, against or resulting from: (i) technology, designs, instructions or requirements provided by You or a third party on Your behalf; (ii) an infringement claim based on third-party content or any material from a third-party portal or other external source that is accessible to You within or from the Services; (iii) modifications to the Services or use of the Services outside the scope of the applicable documentation or outside of the entitlements granted under this Agreement; (iv) use of non-current or unsupported versions of the Services; (v) Customer data; or (vi) Your continued use of Services or deliverables after being notified of the infringement claim or after being provided a modified version by Us at no additional cost that is intended to address such alleged infringement.

8.2. Remedies. If We are unable to resolve a claim referred to in section (a) above on commercially reasonable terms, We may, at Our sole discretion and at Our expense either: (i) procure for You the right to continue using the Services; (ii) replace the affected Services with a non-infringing version; (iii) modify the affected Services so that they becomes non-infringing; or (iv) if We determine that neither (i – iii) are feasible, then, at Our sole option, We may (a) terminate Your access to the affected item upon Our receipt of Your written confirmation that You will not use and You have removed all instances of the affected Services, as applicable; and (b) credit to You the unused pre-paid fees for such products.

8.3.  THIS SECTION SETS FORTH YOUR SOLE AND EXCLUSIVE REMEDY AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE CLOUD SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY.

8.4. Indemnification procedure. The foregoing indemnification obligations are conditioned upon: (i) the Party entitled to indemnification («Indemnified Party») providing the Party required to indemnify (the «Indemnifying Party»), prompt written notice of a claim (an «Indemnified Claim»), (ii) the Indemnified Party must give the Indemnifying Party the sole right to control and conduct the defense, and any settlement, of the Indemnified Claim provided that any settlement of a claim will not include a specific performance obligation or admission of liability by the Indemnified Party; and (iii) the Indemnified Party provides full and timely cooperation to the Indemnifying Party at the Indemnifying Party’s expense all reasonably requested information and assistance. The Indemnified Party may retain its own counsel to monitor the defense of an Indemnified Claim at its own expense. The indemnifying Party will keep the Indemnified Party reasonably advised of the status of each Indemnified Claim.

8.5. Personal and exclusive indemnity. The foregoing indemnities are personal to the Parties and may not be transferred to anyone.

9. GOVERNING LAW

ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

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10. MISCELLANEOUS

10.1. Assignment. 3HCloud may assign and transfer its rights and obligations hereunder (or any part thereof) to a third party at any time without Your consent. 3HCloud will endeavor to give You notice of such assignment or transfer. You may not assign or transfer any of the rights or responsibilities set forth herein without the express written consent of 3HCloud, and any purported attempt to do so is hereby deemed null and void.

10.2. Dispute Resolution. The following procedure shall be observed to resolve any dispute arising between You and 3HCloud under this Agreement or otherwise. If You have reason to believe that Your rights and interests have been violated in connection with Your use of the Service, You may send a written complaint to 3HCloud. 3HCloud shall seek to respond to the complaint within 10 business days of receipt of the complaint. The response shall be sent to Your e-mail address as indicated in the complaint. If the parties fail to resolve the dispute in this manner, the dispute shall be resolved in accordance with this Agreement. 3HCloud is not obligated to respond to anonymous complaints or complaints from users who cannot be identified with the data they provided to register.

10.3. Waiver. The failure of either Party to enforce compliance with any provision of this Agreement shall not constitute a waiver of such provision unless accompanied by a clear written statement that such provision is waived. A waiver of any default hereunder or any of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition but shall apply solely to the instance to which such waiver is directed. Except as expressly provided herein to the contrary, the exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.

10.4. No third-party beneficiaries. This Agreement is between 3HCloud and You. The Parties hereto acknowledge and agree that all provisions contained in this Agreement are included for the sole benefit of 3HCloud and You and that nothing in this Agreement, whether express or implied, shall create any third-party beneficiary or other rights in any other person or entity, including without limitation any User.

10.5. Notices. Any notice given under or in relation to this Agreement must be in writing, signed by or on behalf of the Party giving it, and addressed to Us, «Attention Legal Department», to the applicable address specified in website. We will contact You at the contact information You provide when purchasing or registering for the Services. Notices will be considered delivered when received if delivered by hand with receipt, the next business day after sending it by pre-paid, nationally recognized, overnight air courier with tracking capabilities; or 5 Business Days after being sent by registered or certified airmail, return receipt required, postage prepaid, to the address mentioned above.

10.6. Additional documents and references. References to linked terms in this Agreement are references to the terms or content linked (or the replacement link as We may identify from time to time) as amended from time to time. You acknowledge that the terms or content in the link are incorporated in this Agreement by reference and that it is Your responsibility to review the terms or content in the links referenced in this Agreement.

10.7. Force Majeure.

A. Notwithstanding any other provision of this Agreement, neither Party shall be deemed in default or breach of this Agreement or otherwise liable for delays or failures to perform any of its obligations under this Agreement (excluding any payment obligations) to the extent caused by a Force Majeure Event

B. Our failure or delays in Our performance are excused to the extent they result from:

(i) Your acts or omissions, or those of Your employees, agents, Users, affiliates;

(ii) notwithstanding the generality of Section 10.7(b)(i), Your failure or delay in the performance of a specific task, obligation, or responsibility under this Agreement or a schedule, which task, obligation, or responsibility is a condition or requirement for a task, obligation, or responsibility of Us;

(iii) reliance on instructions, authorizations, approvals, or other information from You or Your Representative; or

(iv) acts or omissions of third parties (unless directed by Us).

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11. TERMINATION

11.1. Term. This Agreement will continue until terminated in accordance with this Agreement.

11.2. Termination for cause. Either Party may terminate this Agreement immediately for cause if:

(a) the other Party breaches this Agreement and has failed to remedy a remediable breach within 30 days of receipt of a notice from the first Party specifying the breach and requiring it to be remedied, or if the breach is incapable of remedy;

(b) the other Party or its property is subject to insolvency or receivership procedures;

(c) the other Party becomes insolvent or unable to pay its debts as they mature;

(d) the other Party makes an assignment for the benefit of creditors; or

(e) the other Party becomes the subject of any other proceeding under any bankruptcy, insolvency, or debtor's relief law.

11.4. After termination of Services provision, You agree that We have no obligation to retain Customer data for that Service, which may be permanently deleted as part of Our record and information management practices and in accordance with applicable laws. If any Customer data is stored by the Service, You are solely responsible for retrieving that Customer data.

11.5. Notwithstanding any provision to the contrary contained herein, We may suspend or terminate the Services:

11.5.1. immediately if We consider it necessary to prevent or terminate any actual or suspected prohibited use; or

11.5.2. upon notice to You if:

(a) You commit a material breach of this Agreement;

(b) We reasonably determine that the volume of data being transmitted or processed there is a threat to the security and integrity of the hosted environment or data.

Where commercially reasonable to do so, We will provide You with notice and opportunity to remedy such violation prior to any such suspension or termination. Suspension or termination of Services by Us will be without prejudice to any rights or liabilities accruing before or during the suspension, including Your obligation to pay fees.