Acuerdo de negocios
This Business Agreement (the "Agreement") is between pCloud International AG, a Swiss corporation ("pCloud") with principal place of business 74 Zugerstrasse at Str, 6340 Baar, Switzerland and the legal entity agreeing to these terms ("Customer").
This Agreement governs access to and use of the software and services provided by pCloud as part of a pCloud Business account (the "Services"). If you are not a business, please sign up using one of our Personal plans (Basic, Premium, or Premium Plus). By clicking "I Agree," signing a contract for the Services, or using the Services, the Customer agrees to the terms of this Agreement. You must have the authority to bind the entity you represent to this Agreement. ?therwise you cannot sign up for the Services. By clicking "I Agree," signing a contract for the Services, or using the Services, you and the entity you represent guarantee that you are authorized to enter into this Agreement and to bind the entity you represent.
Provision of Services
Facilities and Data Processing
pCloud uses industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. However, no data transmission over the Internet or other networks can be guaranteed to be 100% secure. As a result, while pCloud strives to protect information transmitted on or through the Services, pCloud cannot and does not guarantee the security of any information you store or transmit on or through the Services, and the Customer does so at their own risk. The Customer agrees that pCloud may transfer, store, and process Customer Data in locations other than Customer's principal place of business. "Customer Data" means Stored Data and Account Data. "Stored Data" means the files and structured data submitted to the Services by Customer or End Users. "Account Data" means the account and contact information submitted to the Services by Customer or End Users.
Modifications to the Services
pCloud may update or modify the Services without informing Customers or End Users unless the Services are altered in a manner that materially reduces their utility. Updates or modifications that materially reduce the utility of the Services may be made if pCloud provides prior notification to Customers by email or online notification.
Some Services allow or require the Customer to download pCloud software (“Software”), which may update automatically. The Customer may use the Software only to access the Services.
The Customer is responsible for use of the Services by its End Users. The Customer and its End Users must use the Services in compliance with the then current terms and conditions of this Agreement. The Customer will obtain from the End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow pCloud to provide the Services. The Customer shall comply with all laws, directives, and regulations applicable to Customer's use of the Services.
Customer Administration of the Services
The Customer may designate selected End Users as "Administrators" through the administrative console provided by pCloud. The accounts of such Administrators are referred to as “Administrator Accounts”. Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from accounts established by the Customer as a part of Customer’s pCloud Business account (“End User Accounts”). Administrators may also have the power to monitor, restrict, or terminate access to Customer Accounts. pCloud's obligations under this Agreement do not extend to the Customer’s management or administration of End User Accounts. In addition, the Customer is responsible for:
- maintaining the confidentiality of passwords;
- managing access to Administrator Accounts and End User Accounts; and
- ensuring that Administrators' and End User’s use of the Services complies with this Agreement and with all applicable laws, directives, and regulations.
Acceptable Use of the Services
The Customer is responsible for its and its Administrators’ and End Users’ use of the Services. pCloud prohibits certain kinds of conduct that may be harmful to other users or to pCloud. When the Customer uses the Services, the Customer may not and agrees that the Customer and its Administrators and End Users will not:
- violate any law or regulation;
- violate or infringe other people's intellectual property, privacy, publicity, or other legal rights;
- use the Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs or personal contact information of others without their permission;
- transmit anything that is illegal, abusive, defamatory, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
- send unsolicited or unauthorized advertising or commercial communications, such as spam;
- transmit any malicious or unsolicited software;
- stalk, harass, or harm another individual;
- impersonate or misrepresent Customer’s affiliation with any third party;
- use any means to "scrape," "crawl," or "spider" any web pages contained in the Service;
- use automated methods to use the Services in a manner that sends more requests to the pCloud servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
- interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- register more than one pCloud account for one User or register for a pCloud account on behalf of someone outside of Customer’s organization;
- recruit or otherwise solicit any user to join third party services or websites that are competitive to pCloud, without pCloud’s prior written approval;
- use, display, mirror or frame the Services or any individual element within the Services, pCloud’s name, any pCloud trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without pCloud’s express written consent;
- access, tamper with, or use non-public areas of the Services, pCloud’s computer systems, or the technical delivery systems of pCloud’s providers;
- attempt to probe, scan, or test the vulnerability of any pCloud system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by pCloud or any of pCloud’s providers or any other third party (including another user) to protect the Services; or
- advocate, encourage or assist any third party in doing any of the foregoing.
pCloud will have the right to investigate and prosecute breaches of any of the above to the fullest extent of the law. pCloud may involve and cooperate with law enforcement authorities in prosecuting users who breach this Agreement or any other agreement between pCloud and the Customer. The Customer acknowledges that pCloud has no obligation to monitor Customer’s access to or use of the Services or to review or edit any Customer Data, but has the right to do so for the purpose of operating the Services, to ensure Customer’s compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. pCloud reserves the right, at any time and without prior notice, to remove or disable access to any content that pCloud, at its sole discretion, considers as objectionable for any reason, in violation of this Agreement or otherwise harmful to the Services.
Unauthorized Use & Access
The Customer is responsible for prevention of unauthorized use of the Services by its Administrators and End Users and termination of any unauthorized use of or access to the Services. The Services are not intended for persons under the age of 13 and the Customer agrees not to grant access to the Services to Administrators or End Users under that age. The Customer will notify pCloud within 10 days of any unauthorized use of or access to the Services. The Customer is responsible for maintaining the confidentiality of its account information, including usernames and passwords. The Customer is responsible for all activities that occur under its pCloud Business account and its Administrators’ or End Users’ Accounts and agrees to notify pCloud immediately of any unauthorized access or use of its or its Administrators’ or End Users’ Accounts. pCloud is not responsible or liable for any damage or loss related to any unauthorized access or use of Customer’s or its Administrators’ or End Users’ Accounts.
Restrictions of Use
The Customer agrees not to:
- sell, resell, or lease the Services;
- use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; or
- reverse engineer, decipher, decompile, or disassemble any of the Software or code used to provide the Services, nor attempt nor assist anyone else to do so, except to the extent that this restriction is prohibited by applicable law.
Third Party Requests
"Third Party Request" means a request from a third party for records relating to a Customer’s, Administrator’s, or End User's use of the Services, including information in or from a Customer’s pCloud Business account or an Administrator or End User Account, to which pCloud determines in its sole discretion that it has an obligation to respond. Third Party Requests include, but are not limited to, valid search warrants, court orders, subpoenas, other demands or requests of governmental authorities or private litigants, or a request for which pCloud has written consent from the affected Customer or End Users permitting disclosure.
The Customer is fully responsible for responding to Third Party Requests sent directly to the Customer or any of its Administrators or End Users. The Customer will seek to obtain information required to respond to such Third Party Requests and will contact pCloud only if it cannot obtain the information despite putting diligent efforts.
pCloud will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to:
- promptly notify the Customer of pCloud's receipt of a Third Party Request;
- cooperate with Customer's commercially reasonable requests regarding Customer’s efforts to oppose a Third Party Request; and
- provide the Customer with information or tools required for the Customer to respond to the Third Party Request (if the Customer is otherwise unable to obtain the information).
If the Customer uses any third-party service (e.g., a service that uses a pCloud API) with the Services,
- pCloud will not be responsible for any act or omission of the third party, including the third party's access to or use of Customer Data; and
- pCloud does not warrant or support any service provided by the third party.
Suspension of End User Accounts by pCloud
If an End User violates this Agreement or uses the Services in a manner that pCloud reasonably believes will cause a liability, then pCloud may request that Customer suspend or terminate the specified conduct and/or any Administrator or End User Account involved. If Customer fails to promptly suspend or terminate the specified conduct or any Administrator or End User Account involved, then pCloud may do so, and may, in its sole discretion, terminate Customer’s pCloud Business account.
Notwithstanding the provision of this Agreement, if there is a Security Emergency pCloud may, without prior notice, suspend use of the Services by Customer and/or by Administrators and End Users until the Security Emergency has passed. pCloud will make commercially reasonable efforts to narrowly tailor the suspension of services so as to minimize the impact of the suspension. For the purposes of this Agreement "Security Emergency" means:
- use of the Services that does or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services; or
- unauthorized third-party access to the Services.
Intellectual Property Rights
All of Customer’s activities involving Customer’s pCloud Business account, including but not limited to the use of the Services, shall comply with pCloud's Intellectual Property Policy. By establishing a pCloud Business account, the Customer agrees to be bound by the Intellectual Property Policy, as updated from time to time.
Reservation of Rights
Except as expressly set forth herein, this Agreement does not grant pCloud any Intellectual Property Rights to Customer Data and does not grant the Customer any Intellectual Property Rights to the Services or the Software, in part or as a whole, or to any pCloud trademarks, logos, and brand features. "Intellectual Property Rights" for the purposes of the Agreement means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
All Customer Data shall be owned by the Customer or the person who made it available to the Customer to store, upload or transmit via the Services. In consideration of being provided with the use of the Services, the Customer hereby grants to pCloud and its Affiliates (as defined below) a non-exclusive, fully-paid, royalty free, perpetual, worldwide license to use, copy, perform or display its Customer Data in connection with providing Customer access to the Services only. pCloud may display advertisements in connection with Customer’s Customer Data or on pages where its Customer Data may be viewed by you or others. Where Customer’s Customer Data includes reviews, comments or feedback about the Services, pCloud may use those reviews, comments or feedback, to advertise and promote pCloud and the Services. The Customer represents and warrants that:
- they own all rights to their Customer Data or, alternatively, that they have the right to grant pCloud the rights described above;
- they have paid and will pay in full any fees or other payments that may be related to the use of their Customer Data; and
- their Customer Data does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
This license also extends to trusted third parties with whom pCloud works in providing the Services (e.g., providers of payment services, hosting, or maintenance). pCloud may refuse to accept or transmit Customer Data. pCloud may remove Customer Data from the Services for any reason. Subject to the provisions of the pCloud Intellectual Property Policy, pCloud will, in such circumstances, use reasonable efforts to provide Customer with prior notice so that it can make alternative arrangements for the storage of any such Customer Data.
pCloud may, after notifying the Customer, include Customer's name in a list of pCloud customers on the pCloud website or in promotional materials.
Fees & Payment
All fees and charges shall be paid by the Customer directly or by authorizing pCloud to charge the Customer using Customer's selected payment method and account provided. Fees are non-refundable except and to the extent required by law. The Customer is responsible for providing complete and accurate billing and contact information to pCloud. pCloud may suspend or terminate the Services if fees are more than 7 days past due. If all payment methods and accounts we have on file for Customer are declined for payment, Customer will have 7 days to provide a new payment method or account, or Customer’s pCloud business account will be terminated. pCloud may revise Service rates by providing the Customer with at least 30 days’ notice prior to the next charge due from the Customer.
THE CUSTOMER WILL BE CHARGED AUTOMATICALLY AND WITHOUT FURTHER NOTICE AT THE EXPIRATION OF ANY TRIAL PERIOD. IN ADDITION, UNLESS AND UNTIL THE CUSTOMER NOTIFIES PCLOUD THAT THE CUSTOMER WISHES TO TERMINATE ITS ACCOUNT, CUSTOMER UNDERSTANDS THAT ITS RECURRING PAYMENTS WILL AUTOMATICALLY CONTINUE, AND CUSTOMER AUTHORIZES PCLOUD (WITHOUT NOTICE, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE FEES DUE AND ANY TAXES, USING ANY PAYMENT METHOD OR ACCOUNT PCLOUD HAS ON RECORD FOR CUSTOMER.
The Customer is responsible for all taxes applicable to the use of the Services. pCloud will charge tax when required to do so by applicable law. If the Customer is required by law to withhold any taxes applicable to the use of the Services, the Customer must provide pCloud with an official tax receipt or other appropriate documentation.
Purchase Orders & Invoices
If the Customer requires the use of a purchase order or purchase order number or invoice, the Customer must provide the purchase order number at the time of purchase of the Services, and agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement or affect in any way the parties obligations in connection with the provision and use of the Services.
Term & Termination
This Agreement may be terminated by either party at any time, for any reason. This Agreement will remain in effect until Customer's subscription to the Services expires or until the Agreement is terminated. In the event of termination by the Customer, the Customer will remain responsible for payment of all fees and charges applicable to the period during which the Agreement was in effect.
Termination for Cause
Either pCloud or the Customer may terminate this Agreement if:
- the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receiving a written notice; or
- the other party ceases its business operations or becomes subject to insolvency proceedings that are not dismissed within 90 days of commencement.
Effects of Termination
If this Agreement terminates:
- the rights granted by pCloud to Customer will cease immediately (except as set forth in this section);
- pCloud may provide Customer access to its account at then-current fees for as long as it takes Customer to export its Stored Data; and
- after a commercially reasonable period of time, pCloud may delete any Stored Data and/or Account Data relating to Customer's account.
By Customer. Customer will indemnify, defend, and hold harmless pCloud and its Affiliates from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) in connection with any claim by a third party against pCloud or its Affiliates arising out of or relating to:
- Customer Data;
- Customer's use of the Services in violation of this Agreement; or
- Administrators’ or End Users' use of the Services in violation of this Agreement.
By pCloud. pCloud will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) in connection with any claim by a third party against Customer arising from or relating to infringement or misappropriation of any copyright, trade secret, patent, or trademark right of the third party by pCloud's technology used to provide the Services to the Customer independent of Customer Data, Customer’s use of the Services, or Administrators’ or End Users' use of the Services. The foregoing notwithstanding, under no circumstances shall pCloud have any obligations or be held liable pursuant to this section for any claim arising from or connected in any way to:
- use of any Services in a form modified by Customer or a third party, or in combination with any software, services or other materials not furnished by pCloud; and
- any content, information, or data provided by Customer, Administrators, End Users, or third parties.
Obtaining Indemnification and Defending Claims. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense and settlement of any claim subject to indemnification, except that:
- any settlement requiring the party seeking indemnification to admit or assume liability requires the prior written consent of the indemnified party; and
- the indemnified party may join in the defense with its own counsel at its own expense.
If pCloud has reasonable ground for believing that the Services infringe, may infringe or are alleged to infringe a third party's Intellectual Property Rights, pCloud may:
- obtain the right for Customer, at pCloud's expense, to continue using the Services;
- provide a non-infringing functionally equivalent replacement; or
- modify the Services so that they no longer infringe.
If pCloud does not believe the options described in this section are commercially reasonable then pCloud may suspend or terminate Customer's use of the affected Services (with a pro-rata refund of prepaid fees for the Services).
Limitation of Liability
Disclaimer and Limitations on Our Liability (For the European Union and Swiss Customers)
pCloud tries to keep the Services up, error-free, and safe, but pCloud does not guarantee that the Services will be safe or secure or that access to or use of the Services will be uninterrupted or free of errors or omissions or that defects will be corrected. pCloud does not warrant that the Services will operate error-free or that the Services and their servers are free of computer viruses or other harmful components. pCloud uses reasonable care and skill in providing the Services, but beyond that, the Services are provided without any warranties of any kind. pCloud disclaims all other warranties, whether express or implied, including any warranty, condition or other terms of satisfactory quality, merchantability, fitness for particular purpose and non-infringement. pCloud makes no warranties about the accuracy, reliability, completeness, or timeliness of the Services.
Neither pCloud nor any of its directors, officers, employees, agents, or Affiliates shall be liable to the Customer in connection with the Services, whether for breach of contract, tort (including negligence), breach of statutory duty, misrepresentation, or any other reason, for:
- any consequential, incidental or indirect damages; or
- loss of business profits, business interruption or loss of business information. Any liability we do have for losses you suffer is strictly limited to losses that were a direct and reasonably foreseeable result of our default. Where Customer uses the Services as a Business Customer, the aggregate liability of pCloud and its directors, officers, employees, agents, and Affiliates, whether such liability arises as a result of breach of contract, tort (including negligence), breach of statutory duty, misrepresentation or any other cause, will be limited to the higher of:
(a) total fees paid by Customer to pCloud for use of the Services; and
(b) EUR 5,000.
Nothing in this Agreement shall exclude or limit pCloud’s liability to the Customer:
- for death or personal injury caused by pCloud’s negligence;
- for fraud or fraudulent misrepresentation;
- or for any other liability that may not, under applicable law, be limited or excluded.
Disclaimer and Limitations on Our Liability (For Customers Outside of the European Union and Switzerland). CUSTOMER USES THE SERVICES AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PCLOUD AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS "AFFILIATES") DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).
IN PARTICULAR, PCLOUD AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, any recommendations or other content available on or through the Services), OR THE CONTENT OF ANY WEBSITES OR RESOURCES LINKED TO THE SERVICES. PCLOUD AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY:
(a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
(b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES;
(c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION;
(d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES OR THE UNAVAILABILITY OF THE SERVICES;
(e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SI SERVICES BY ANY THIRD PARTY; OR
(f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES. CUSTOMER, and not pCloud, IS responsible for maintaining, protecting, and backing up all of the customer’s data. pCloud will not be liable for any loss or corruption of CUSTOMER’S data or for any costs or expenses associated with backing up or restoring any of it. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PCLOUD’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO PCLOUD DURING THE 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.
PCLOUD AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICE RECOMMENDED, ADVERTISED OR OFFERED ON OR THROUGH THE SERVICES OR ANY LINKED WEB SITE.
CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT CUSTOMER’S OWN RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM PCLOUD OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, NEITHER PCLOUD NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SERVICES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent pCloud may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of pCloud's liability will be the minimum permitted under such law.
pCloud wants to address your concerns without resorting to formal legal proceedings. Before filing a claim, each party agrees to provide written notice reasonably describing the dispute and the resulting claim(s) and to try in good faith to resolve the dispute by negotiating with the other party. If a dispute is not resolved within 30 days of notice, Customer or pCloud may bring a formal legal proceeding.
Agreement to Arbitrate
The Customer and pCloud agree to resolve any disputes that cannot be informally resolved through final and binding arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement (including the validity, invalidity, breach, or termination thereof) or the Services shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The arbitration will be conducted by a single arbitrator. The location of the arbitration shall be Zurich, Switzerland. The arbitration shall be conducted in English. You consent to receive service of process and notice of arbitration of any dispute involving pCloud via delivery of documents to the email address or physical address you submit to pCloud in establishing an account, which service of process or delivery of notice shall be fully as effective as personal service or delivery made in accordance with applicable laws and treaties.
Modification of the Agreement
pCloud may revise this Agreement from time to time, and the most current version will always be posted on the pCloud Business website. If, in pCloud's sole discretion, a revision is material, pCloud will notify Customer by sending an email to the email address associated with the applicable account. Other revisions may be posted to pCloud's Business website, and the Customer is responsible for checking that website regularly. If the Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change. By continuing to access or use the Services after revisions become effective, the Customer agrees to be bound by the revised Agreement.
This Agreement and any disputes arising out of or relating to this Agreement or the Services shall be governed by the law of Switzerland.
Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect. Amendments to parts of the content of this Agreement shall not affect the validity of clauses not being amended.
The Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of pCloud. pCloud may not assign this Agreement without providing notice to Customer, except that pCloud may, without providing notice to the Customer, assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.
pCloud and the Customer are independent contractors, and neither pCloud nor the Customer is an employee, partner, agent, or joint venture of the other.
Except for payment obligations, neither pCloud nor the Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, strike, governmental action, and Internet disturbance).
No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement. A Customer's Administrators and End Users are not third-party beneficiaries under this Agreement.
The following sections will survive expiration or termination of this Agreement:
- Third Party Requests;
- Intellectual Property Rights;
- Fees & Payment;
- Effects of Termination;
- Limitation of Liability;
- Arbitration; and