PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
Thanks for using our products and services (“Services”). The Services are provided by Froxt LLC (“Froxt”).
1. Application and Acceptance of the Terms
- Your use of the Froxt Cloud Platform (the “Platform Services”) and its ancillary products and services (the “Product Services”) (Platform Services and Product Services shall collectively be referred to as “Services” hereinafter) is subject to the terms and conditions contained in this document as well as those provided in the following (collectively, the “Terms”):
- Froxt Cloud Product Terms of Service
- Froxt Cloud Membership Agreement
- Any other website or service rules and policies as adopted and published on the Froxt Cloud Platform from time to time.
- By accessing the Froxt Cloud Platform or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services if you do not agree to and accept all of the Terms. You acknowledge and agree that Froxt Cloud may amend any Terms at any time by posting the relevant amended and restated Terms on the Froxt Cloud Platform. Unless otherwise noted by Froxt Cloud, material changes to the Terms and any addendum will become effective 15 days after they are posted, except if the changes apply to new Froxt Cloud Services, new functions or for compliance of applicable law in which case they will be effective immediately or at a date as specified by Froxt Cloud. By continuing to use the Services, you agree to be bound by the amended and restated Terms.
- You may be required to enter into any separate agreement or agree to any other terms and conditions, whether online or offline, with Froxt Cloud, its affiliates, or (in respect of the Froxt Marketplace) third parties, for the Services or any other services ancillary to the use of the Froxt Cloud Platform (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and the Additional Agreements, the Additional Agreements shall take precedence over the Terms only in relation to the portion of the Services governed by the conflicting Additional Agreements.
- Froxt Cloud shall have the right to assign and/or novate any part of or all of the Terms (including any of our rights, titles, benefits, interests, and obligations and duties in the Terms and this Agreement) to any person or entity (including any affiliates of Froxt Cloud). Froxt Cloud may by written notice to you (which may be posted on the Froxt Cloud Platform) require such novation of the Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, where upon Froxt Cloud shall be released and discharged from all of its obligations under these Terms, as well as all claims, actions and demands arising under these Terms up to the time of such novation.
- You may not assign, in whole or part, any of the Terms (including this Agreement) to any person or entity.
2. Provision of Services
- You must register as a member on the Froxt Cloud Platform in order to access and use the Product Services.
- Froxt Cloud has the right to restrict, suspend or terminate your access to or use of the Froxt Cloud Platform or certain Services (or any features within the Services) if in Froxt Cloud’s sole and absolute opinion, you are in breach of the Terms.
- The Services (or any features within any Service) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available in all countries and regions or for all users. Froxt Cloud may in its sole discretion limit, deny or create different level of access to and use of any Services (or any features comprised therein) with respect to different users.
- Some products, services, promotions, campaigns, service level agreements, guarantees, and/or other forms of offerings may only apply to selected customers in particular locations (including as may be described in the regional pages of the Froxt Cloud Platform) (the “Regional Offerings”). These Regional Offerings may be offered or provided by entities other than Froxt Cloud. These Regional Offerings and the terms related thereto may not apply to you and/or the main Froxt Cloud Platform. Unless otherwise specified, these Regional Offerings are not offered or provided by Froxt Cloud and Froxt Cloud is not liable for any matters related to the Regional Offerings. Likewise, the Products, services, promotions, campaigns, service level agreements, guarantees, and/or other forms of offerings of the
Froxt Cloud Platform (the “Froxt Cloud Offerings”) may not apply to customers eligible for Regional Offerings and the offering entities of the Regional Offerings shall not be liable for these offerings unless otherwise specified. You are responsible for reviewing the terms and conditions for each Regional Offering and Froxt Cloud Offering carefully before agreeing to participate, purchase, or use any of the Regional Offerings or Froxt Cloud Offerings as the terms and conditions for each offering may differ. You agree that you shall be bound by our determination as to whether a particular product, service, promotion, campaign, service level agreement, guarantee, and/or other forms of offering constitutes a Regional Offering and/or an Froxt Cloud Offering and the relevant terms applicable thereto. If you do not agree to the applicable terms and conditions, you shall cease your participation in, use, or purchase of the relevant offerings.
3. Use of the Froxt Cloud Platform or Services
- copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc made available via the Services (the “Content”).
- without limiting the generality of the foregoing, copy, reproduce, download, compile or otherwise use any Content for the purposes of operating a business that competes with Froxt Cloud, or otherwise commercially exploit the Content. Systematic retrieval of Content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Froxt Cloud is prohibited; or
- upload, post, make available, use, encourage, promote, facilitate the use or submission or copy, reproduce, download or compile any Content or materials
- that are defamatory, obscene, abusive, invasive of privacy, or offensive, including but not limited to content related to bestiality, other types of illegal content, and etc.
- obtained from or via the Services for any purpose not expressly permitted in the Terms or the Additional Agreements; or
- that infringe or misappropriate the Intellectual Property Rights (as hereinafter defined) or proprietary rights of Froxt Cloud or others in connection with your use of the Services.
3.3 You agree that you will not:
- undertake any action to undermine the integrity of the computer or communication systems, network, software application, or networks and computing devices used in connection with the Services and/or any other User (each a “System”) nor to gain unauthorized access to any System.
- monitor data or traffic on any System without the express permission of Froxt Cloud;
- probe, test, or scan the vulnerability of any System or to breach any security or authentication measures used in connection thereto;
- falsify your original, including the forging of TCP-IP packer headers, e-mail headers, or any part of any message describing its origin or route; or
- otherwise do any act or thing which, in the sole opinion of Froxt Cloud, may undermine the security of any System.
3.4 You agree that you will not:
- conduct any monitoring or crawling of any System;
- engage in any denial of service (DoS) attacks, distributed denial of service (DDoS) attacks, or any other forms of network attacks;
- engage in any behavior that may interfere with the proper functioning of any System; including mail/news-bombing, broadcast attacks, flooding, and any other relevant network interference techniques;
- operate any network services, such as open proxies, open mail relays, open recursive domain name servers, and etc; or
- otherwise do any act or thing which, in the sole opinion of Froxt Cloud, constitutes network abuse of any System.
3.5 You agree that you will not distribute, send, or facilitate the sending or any unsolicited electronic commercial messages, or engage in any form of spamming activities that are in breach of the laws and regulations of any relevant jurisdiction or otherwise do any act or thing which, in the sole opinion of Froxt Cloud, constitutes promotion and marketing message abuse.
- Except as provided below, Information that you provide to us will be transferred to, stored and processed in the coun
try in which we, our affiliates, or our sub-contractors maintain facilities for the Services. This may be in a different jurisdiction from where you are located, and accordingly, such Information may need to be transferred to an overseas jurisdiction.
- You acknowledge and agree that Information related to your payment instruments (such as credit cards), including Information about your payment instrument organisation, the last few digits of your payment instrument number, the security code, and the expiration date of your payment instrument will be transferred to, stored and processed by our third party payment service provider directly in order for them to process your payment transactions and we will generally not store any such Information.
- With respect to any other Information that you provide to us or collected by us, including Information provided at registration, Information we record pertaining to your activities, and Information provided voluntarily by you, you acknowledge and agree that we may in our commercial discretion store and/or transfer such Information to any of our affiliates, including those located in other countries.
3.8 You also acknowledge and agree that information you provide for Froxt Cloud forums, such as our discussion forums and responses to frequently asked questions shall comply with these Terms.
3.9 You agree and acknowledge that we have the sole discretion to designate from time to time the domain names or URLs through which you may permitted access to the Services and/or the Froxt Cloud Platform. You shall be solely responsible for implementing any changes necessary from time to time for your systems to interface with the same at your sole cost and expose.
4. Breaches by Users
Froxt Cloud shall have the right at its sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Froxt Cloud Platform which in our sole opinion is unlawful, violates the Terms, or could subject Froxt Cloud or our affiliates to liability. Froxt Cloud shall have the right to take any enforcement actions as it deems appropriate at Froxt Cloud’s sole discretion, including but not limited to giving a written warning to you, removing any user content submitted or published by you to the Froxt Cloud Platform or to the relevant features/functions of the Services, recovering damages or other monetary compensation from you, suspending or terminating your membership account with Froxt Cloud, or suspending your subscription of any Service. Froxt Cloud shall also have the right to restrict, refuse or ban you from any and all future use of any other Services provided by Froxt Cloud.
5. Limitation of Liability
5.1 To the maximum extent permitted under applicable law, the Services are provided “as is”, “as available” and “with all faults”, and Froxt Cloud hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose, and non-infringement, or as to the Services being uninterrupted, error free, free of harmful components, secure, or not otherwise causing damage or loss of functionality or data. To the maximum extent permitted under applicable law, Froxt Cloud makes no representations or warranties on the validity, accuracy, correctness, reliability, quality, stability, completeness or currency of any information provided on or through the Services; Froxt Cloud does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed via the Services does not violate any third party rights; and Froxt Cloud makes no representations or warranties of any kind concerning any product or service offered or displayed on the via the Services. Any material downloaded or otherwise obtained through the Services is done at your sole discretion and risk and you are solely responsible for any damage to the System or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from Froxt Cloud or through or from the Services shall create any warranty not expressly stated herein. Save only for any warranties, representations, conditions and undertakings by Froxt Cloud expressly set forth in this Agreement, Froxt Cloud hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.
5.2 You hereby agree to indemnify and hold Froxt Cloud, its respective affiliates, directors, officers and employees harmless from and against any and all losses, claims, liabilities which may arise from your use of the Services (including but not limited to the display of your information on the Froxt Cloud Platform, the submission of unlawful materials to the Froxt Cloud Platform or the relevant ancillary features of any Services, and etc.) or from your breach of any of the Terms. You hereby further agree to indemnify and hold Froxt Cloud, its affiliates, directors, officers and employees harmless, from and against any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by any third party claimants or other third parties relating to products displayed on the Froxt Cloud Platform. You hereby further agree that Froxt Cloud is not responsible and shall have no liability to you, for any material posted or submitted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you. Froxt Cloud reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Froxt Cloud in asserting any available defenses and indemnify and hold Froxt Cloud harmless against the reasonable legal fees incurred by Froxt Cloud in that regard. To the maximum extent permitted under applicable law, Froxt Cloud shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
- your use or inability to use the Services; any defect in goods, samples, data, information or services purchased or obtained from you or any other third party through the Services;
- your violation of any third party rights, or claims against you by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by any third party claimants;
- unauthorized access by third parties to your data or private information;
- your statements or conducts; or
- any matters relating to Services however arising, including negligence.
Notwithstanding any of the foregoing provisions, unless otherwise provided in the terms and conditions or service level agreements of the relevant Services, the aggregate liability of Froxt Cloud, and their respective employees, agents, affiliates, representatives or anyone acting on their behalf with respect to you for any and all claims arising from or in connection with the Services or any use or inability to use the same during any calendar year shall be limited to, in aggregate, the greater of (a) the amount of fees you have paid to Froxt Cloud or its affiliates for the Services during the calendar year; (b) USD100; or (c) the amount prescribed by the terms of relevant service level agreements in connection with your use of specific Services. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against Froxt Cloud in respect of any of the matters referenced in this Clause 5.2 must be filed within one (1) year from the date the cause of action arose.
5.3 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Froxt Cloud has been advised of or should have been aware of the possibility of any such losses arising.
6. Intellectual Property Rights
6.1 Froxt Cloud is the sole owner or lawful licensee of all the rights and interests in the Froxt Cloud Platform and Froxt Cloud Platform’s Content. All title, ownership and Intellectual Property Rights in the Froxt Cloud Platform shall remain with Froxt Cloud, its affiliates or licensors of Froxt Cloud’s content, as the case may be. All rights not otherwise claimed under the Terms or by Froxt Cloud are hereby reserved. “FROXT” and related icons and logos are registered trade marks or trade marks or service marks of Froxt LLC in various jurisdictions and are protected under applicable copyright, trade mark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
6.2 “Intellectual Property Rights” shall mean:
- all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trade marks, service marks, logos, get-up, trade names, internet domain names, rights in designs, rights in computer software, database rights, semi-conductor topography rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented;
- all rights under licences, consents, orders, statutes or otherwise in relation to any of the rights referenced in sub-paragraph (1) above;
- all rights of the same or similar effect or nature as or to those in sub-paragraphs (1) and (2) which now or in the future may subsist;
- all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and
- all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.
7.1 The Terms constitute the entire agreement between you and Froxt Cloud with respect to and governs the use of the Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
7.2 You and Froxt Cloud are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
7.3 If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the terms herein shall remain in full force and effect.
7.4 Froxt Cloud’s failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive Froxt Cloud’s right to act with respect with subsequent or similar breaches.
7.5 You shall not delegate, assign, sub-license or sub-contract any of the rights and/or obligations under this Agreement to any third party without our prior written consent.
7.6 Unless a right or remedy of you or Froxt Cloud is expressed to be an exclusive right or remedy, the exercise of it by either party is without prejudice to either party’s other rights and remedies at law and/or in equity.
7.7 You shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement.
7.8 Save for Froxt Cloud and its affiliates, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53 B) (Rev Ed 2002) to enforce any term of this Agreement.
Your Froxt Account
- You may need a Froxt Account in order to use some of our Services. You may create your own Froxt Account, or your Froxt Account may be assigned to you by an administrator, such as your employer or educational institution. If you are using a Froxt Account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account.
- To protect your Froxt Account, keep your password confidential. You are responsible for the activity that happens on or through your Froxt Account. Try not to reuse your Froxt Account password on third-party applications.
Privacy and Copyright Protection
- Froxt’s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Froxt can use such data in accordance with our privacy policies.
- We respond to notices of alle
ged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.
- We provide information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights and want to notify us, you can find information about submitting notices and Froxt’s policy about responding to notices in our Help Center.
About Software in our Services
When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.
Froxt gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Froxt as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Froxt, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.
Open source software is important to us. Some software used in our Services may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.
Modifying and Terminating our Services
- We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
- You can stop using our Services at any time, although we’ll be sorry to see you go. Froxt may also stop providing Services to you, or add or create new limits to our Services at any time.
- We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.
Our Warranties and Disclaimers
We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER FROXT NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
Liability for our Services
WHEN PERMITTED BY LAW, FROXT, AND FROXT’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF FROXT, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).
IN ALL CASES, FROXT, AND ITS SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Business uses of our Services
If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify Froxt and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees.
About these Terms
We may modify these terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We’ll post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
- If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.
- These terms control the relationship between Froxt and you. They do not create any third party beneficiary rights.
- If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
- If it turns out that a particular term is not enforceable, this will not affect any other terms.
The laws of California, U.S.A., excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA, and you and Froxt consent to personal jurisdiction in those courts.
For information about how to contact Froxt, please visit our contact page.