These Terms of Service ("Terms") are a legally binding agreement governing your use of the various services, capabilities, functionality and infrastructure ("Services") made available by Cloudsmith Inc. ("Cloudsmith") through cloudsmith.com or our other websites or servers ("Sites"). Please read this agreement before using our Services and Sites.

In these Terms, "we," "us," "our" and "its" refer to Cloudsmith and "you" and "your" refer to you, the user of our Services.

1. Acceptance of Terms

Your use of the Services are conditioned upon your acceptance of these Terms. By using our Services, you have accepted and agreed to these Terms. If you do not agree to these Terms, you are not authorized to use our Services and should refrain from doing so.

Your use of our Services may also be subject to additional agreements, conditions, rules or guidelines of general applicability ("Supplemental Guidelines") published at Cloudsmith.com from time to time and incorporated by reference into these Terms. Supplemental Guidelines currently in effect are listed here: Supplemental Guidelines.

2. Registration Info

You will provide and maintain current, complete, and accurate identifying information ("Registration Info"), as required in connection with registration, and maintain and update such registration information as required to keep it current, complete and accurate.

You warrant that your Registration Info is accurate and current and that you are authorized to provide such Registration Info. You also authorize us to verify your Registration Info at any time. Please note that individuals under the age of 13 are not allowed to submit personal information to us and therefore are not eligible to use any Services requiring registration.

The confidentiality and safeguarding of your Registration Info is subject to Privacy Policy.

3. Commercial Terms

Use of our Services is subject to our commercial terms of offering and may or may not require payment by the user thereof, depending on any applicable commercial terms. Your continued use of Services will be subject to your compliance with any such terms and your direct or indirect violation or intentional circumvention thereof constitutes your material breach of these Terms of Service.

Our general policy is to charge only for new Services, or Services that are significantly enhanced or extended, so that Services you have used free of charge will remain so.

We retain the right to charge for use of any (or all) Services at any time in the future, as we consider (in our sole discretion) reasonable and appropriate, provided only that those charges are imposed only on a prospective basis rather than for past use.

4. Intellectual Property Rights

You retain your copyrights to the Content (defined below) that you create, upload or publish using our Services (your "User IP"), including (i) metadata describing software configurations, (ii) related documentation, (iii) postings, inquiries and comments. You grant to us, and to each other user of our Services and Sites, a non-exclusive, perpetual, irrevocable, sub-licensable and royalty-free license to use, modify, publish, disclose and create derivative works based upon your User IP, in exchange for our other users' grants to you and your access to our Services based on all User IP.

We have the right to segment, aggregate and analyze the User IP (and related usage data) of you and other users of our Services and to offer Services based thereon. We retain the copyrights and other intellectual property rights created in connection therewith. In using, modifying, publishing, disclosing or creating derivative works based upon your User IP, we will maintain any confidentiality of your Registration Info, as provided in these Terms and any applicable Supplemental Guidelines (including our Privacy Policy).

You agree to respect, and not to infringe, our various intellectual property rights. A partial list of our trademarks is provided in the following location: Trademarks. You also agree not to violate or infringe on the copyright or other intellectual property rights of any other user of our Services. You represent and warrant that you hold all necessary right and authority to publish, contribute and upload your User IP, free of any claims of infringement or misuse.

5. Availability of Service & Content

Safeguarding and preserving the continued availability, integrity and security of our Services and Sites, and of your Content and Registration Info, is of the highest importance to us. We endeavor to follow standard and appropriate industry practices to ensure continuous availability and security of our infrastructure and operations, and to provide you with reasonable advance notice and transitional services in the event of a significant change or discontinuation of Services.

However, we reserve the right to change or discontinue any Service, at any time and for any reason, without compensation or liability to you or to any party depending on you. In addition, we may deem your account inactive after a prolonged period of inactivity, in which case your Registration Info and proprietary Content may be archived, according to our standard archival policies.

We also follow standard and appropriate industry practices to store and back up your Content and Registration Info and to ensure that your proprietary Content remains available to you for retrieval for a reasonable period of time following any significant change or discontinuation of service. Notwithstanding, we will have no liability to you in the event of the inadvertent loss or deletion of your Content or Registration Info, even where that loss or deletion results from violation of our own standard operating practices.

6. Prohibited Conduct

You agree not to use, or attempt to use, our Services or Sites so as to compromise the availability, integrity or security of Services or Sites, or their associated computing and communication infrastructure or that of our other users or any third party. Examples of such prohibited use include:

• the publication or uploading of digital content of any kind ("Content"), including data, code, documentation or text or media files, that contains viruses or malicious or invasive programs;
• usage that unreasonably or disproportionately burden computing and communications systems or infrastructure; or
• activity that compromises the privacy expectations of another user

You agree not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

You agree not to: (i) re-distribute or repackage our Services for a commercial purpose, whether directly or indirectly; (ii) "reverse engineer" our Services; or (iii) "crawl" or "index" them with the intention of providing comparable Services.

You agree not to use our Services in violation of any applicable law or regulation, including U.S. restrictions on exporting data encryption technologies.

7. No Review of Content

We retain the right to remove Content from our Sites or Services for any reason, or to block its publication, uploading or distribution. However, our general policy is to do so only where we determine continued availability, or publication, uploading or distribution (i) would be in violation of applicable law, governmental or industry guideline or these Terms (including Supplemental Guidelines), (ii) would be generally considered obscene, offensive or disruptive to other users of our Services and Sites, (iii) would not be related to any intended or appropriate use of our Services or (iv) has been effected by a user whose right to use our Services have been suspended or terminated.

We retain the right to disclose any Content in response to any valid request or demand from a legal, governmental or regulatory authority, notwithstanding any contrary provision of these Terms (including our Privacy Policy or other Supplemental Guidelines).

We are under no obligation to review or screen Content published, uploaded or distributed by you or other users, although we may do so from time to time, including, in certain cases, upon request from a user. Accordingly, you are solely responsible for any Content you publish, upload or distribute using our Services and Sites, and may also encounter Content that you consider obscene, offensive or disruptive.

8. Links to External Sites

Our Services and Sites may provide links to websites created or maintained by third parties. These links are provided for convenience of navigation, rather than to distribute material found on the linked site. We are not responsible for the availability of any external site or any content on that site and our links do not constitute our endorsement of those sites, the products or services they offer or their respective contributors, sponsors and advertisers. If you decide to access any external site, you do so at your own risk. We will not be responsible for monitoring or contributing to external site, although we may do so from time to time, and we will not be directly or indirectly liable for any damages, costs, demands, obligations, liabilities, claims or other harmful consequences sustained or claimed in connection with any external site.

9. Disclaimer of Warranties

OUR SERVICES, INCLUDING ALL ANCILLARY INFORMATION, CONTENT OR SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY WARRANTED IN ANY WRITTEN AGREEMENT WITH YOU, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WITH REGARDS TO OUR SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGEMENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF OUR SERVICES. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (i) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) ANY DEFECTS OR DEFICIENCIES IN OUR SERVICES OR SITE WILL BE FIXED OR (v) THE CONTENT OR INFORMATION AVAILABLE THROUGH OUR SERVICES OR SITES WILL BE COMPLETE, ACCURATE OR AVAILABLE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE, NOR ANY OF OUR OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT OR SISTER COMPANIES OR OTHER AFFILIATES (COLLECTIVELY, "AFFILIATES"), WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, CLAIMED OR SUSTAINED IN CONNECTION WITH OUR SERVICES OR SITES, INCLUDING WITHOUT LIMITATION IN RELATION TO (i) YOUR USE, OR INABILITY TO USE, OUR SERVICES OR SITE, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OF CONTENT OR REGISTRATION INFO IN CONNECTION WITH OUR SERVICES OR SITES OR (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY OR OTHER USER OF OUR SERVICES OR SITES, IN EACH CASE TO THE EXTENT ARISING OTHER THAN IN CONNECTION WITH OUR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. IN NO EVENT WILL OUR LIABILITY TO YOU EXCEED THE AMOUNT (IF ANY) RECEIVED BY US IN CONNECTION WITH YOUR USE OF OUR SERVICES OR SITES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS SECTION ABOVE MAY NOT APPLY TO YOU.

11. Indemnity & Release

You will indemnify, defend, and hold harmless us and our Affiliates from any damages, costs, demands, obligations, liabilities or claims (including attorney fees) sustained as a consequence of your acts or omissions, including (without limitation) your use of our Services or your infringement of copyrights or other intellectual property rights of others.

In the event of a dispute between you and other users, you hereby waive and release us and our Affiliates from all claims and demands, then or thereafter known or disclosed, that arise out of or relate to such dispute. If you are a California resident, you hereby waive California Civil Code §1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

12. Notices

Notices to you under this Agreement may be made via either e-mail or regular mail to your address as specified in your Registration Info. We may also provide notices, including regarding changes to these Terms, by displaying notices or links to notices in our Services or on our Sites. Except as otherwise provided in these Terms, any notices to us must be in writing and delivered personally, by certified mail or by an overnight delivery service of widely established reputation providing confirmation of delivery, to the following address:

Cloudsmith Inc.
Attention: General Counsel
c/o Morrison Cohen LLP 909 Third Avenue New York, NY 10022

13. Termination

We reserve the right to terminate your rights to access and use our Services or Sites at any time in our sole discretion. Notwithstanding, we are likely to so only in the event of a material violation by you of these Terms or if we determine that your continued access or use, whether or not involving a violation hereof and whether or not involving any specific action or conduct on your part, threatens our normal operations or the continued access and use of our other users. In the event of any such termination not involving your material violation of these Terms or any intentionally unlawful, dishonest, harmful, disruptive or negligent conduct on your part, we generally will use make reasonable efforts to reinstate your access and usage privileges, although we are under no legally binding obligation to do so.

14. Amendments

We reserve the right, at our sole discretion, to modify, supplement, remove or otherwise change these Terms from time to time in any respect. Such changes will be effective immediately upon publication at Cloudsmith.com, and your continued use of the Services will constitute your acceptance of and agreement to the Terms as so changed.

For your convenience, we make each superseded version of these Terms and all Supplemental Guidelines available on our website (see terms archive), indicating the date on which a given version was superseded and the changes made compared to the previously effective version.

15. General provisions

These Terms (including all Supplemental Guidelines) will be governed by the laws of the State of New York (without reference to conflicts of law principles). These Terms (including all Supplemental Guidelines), as in effect from time to time, are the entire agreement between you and us with respect to the subject matter hereof, superseding all prior agreements, and will be binding on successors and assigns. Any provision of these Terms determined to be unenforceable will be deemed replaced by a new and enforceable provision as close in substance to the unenforceable provision, and all other terms will continue in effect. Our waiver of a right, or failure to pursue a claim, in a given instance will not be deemed a waiver of that right or claim in other instances. Our rights and obligations hereunder are assignable by us without prior consent.