Terms
Terms Of Service
THE FOLLOWING TERMS AND CONDITIONS ARE ENTERED INTO WITH PRIME CLOUD STORAGE BOX LLC, A WYOMING LIMITED LIABILITY COMPANY (“PRIME CLOUD” “WE” OR US”), AND YOU, AND GOVERNS YOUR USE OF OUR PRIME CLOUD CONTENT STORAGE SERVICE ON PRIMECLOUDSTORAGEBOX.COM (“WEBSITE”) AT ALL TIMES. THE FOLLOWING TERMS AND CONDITIONS MAY SOMETIMES BE REFERRED TO AS “AGREEMENT” HEREINAFTER.
BY CHECKING THE BOX AND ACCEPTING THE FOLLOWING TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND THIS AGREEMENT AND YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US. YOU ALSO AGREE THAT BY ACCEPTING THESE TERMS, YOU CONSENT TO OUR DATA COLLECTION AND USE PRACTICES AS SET FORTH IN OUR PRIVACY POLICY.
YOU MUST BE AT LEAST 18 YEARS OF AGE AND BE CONSIDERED TO BE A LEGAL ADULT IN THE JURISDICTION IN WHICH YOU RESIDE IN ORDER TO ACCESS AND USE THE SERVICES. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OF AGE.
THE RIGHTS GRANTED TO YOU PURSUANT TO THIS AGREEMENT AND OUR OBLIGATION TO PROVIDE THE SERVICE TO YOU ARE SUBJECT TO YOUR ACCEPTANCE OF ALL OF THE FOLLOWING TERMS AND CONDITIONS:
1. Prime Cloud Storage Box Use/Access Rights.
You shall have the non-exclusive, non-transferable and revocable limited right to store, retrieve, manage and print Your photos, videos, documents and other electronically formatted data on our servers using our Website during the Term and during any Renewal Term (“Services”) as set forth in Section 1.2 (collectively “Content”). In our sole discretion, we may set, impose or enforce limits on Your use of the Services or restrict Your access to the Services, change, discontinue, suspend or terminate the availability of some or all of the Services, at any time for any reason, with or without notice to You. We will not be liable for any damages of any kind as a result of any such restriction, discontinuance, change, suspension or termination of all or any portion of the Services.
1.1. Sale Authorization & Payment Terms.
By providing your credit card, debit card, PayPal, bank account information or any other billing information through our check-out process and submitting payment, You hereby authorize us to deduct the total purchase price stated on our Website at the time of purchase of the Services. You agree that we shall be authorized to charge all such amounts immediately after You have provided your payment information and have otherwise authorized the payment. Further, in the event that your payment method is initially declined upon our first attempt to charge You for any upcoming renewal period, You agree that We are authorized to attempt to charge your payment method again after any initial rejection at such times as we may elect thereafter at our sole discretion and for as many attempts as We may elect to attempt to charge Your payment method
1.2. Prime Cloud Trial Period, Membership Term & Automatic Billing. You are being granted a free trial membership to use Prime Cloud for a free trial period of seven (7) days ("Trial Period"). As a trial user, You will have full rights to access and use the Services as described in our Website. You acknowledge and agree that You have read any other express terms and conditions surrounding your trial use of the Prime Cloud Service as may be stated on our Website, which such terms are hereby incorporated into this Agreement. All applicable terms and conditions contained in this Agreement shall apply to your use during the Trial Period. Following the end of the Trial Period, You will automatically purchase a membership to access Prime Cloud on a paid basis under the terms set forth in this Agreement for a thirty (30) calendar day period (“Term”), unless you cancel this Agreement as set forth below, in which case this Agreement will terminate at 11:59 P.M. EDT (GMT -5 hours) on the last day of the Trial Period. If you elect not to cancel Your membership during the Trial Period as set forth below, then the Term shall begin on 12:00 A.M. EDT (GMT -5 hours) on the next day following the expiration of the Trial Period and this Agreement shall remain in full force and effect.
You may cancel your trial membership at any time before 11:59 EDT (GMT -5 hours) no later than twenty-four (24) hours before the expiration of the Trial Period for any reason by sending an email to [email protected] with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference your Prime Cloud trial membership. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, we will not debit your credit card or other payment method in the future. You may also cancel your Prime Cloud trial subscription by visiting our Cancellation page and follow the stated cancellation mechanism. This initial trial use of Prime Cloud might be offered by us at a later time with different features, for a fee, or not at all, as determined by us in our sole discretion. YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO CANCEL YOUR TRIAL MEMBERSHIP BEFORE THE END OF THE TRIAL PERIOD AS SET FORTH ABOVE OR YOUR FAILURE TO CANCEL YOUR MEMBERSHIP BEFORE THE END OF THE TERM OR ANY SUBSEQUENT RENEWAL TERM WILL RESULT IN AUTOMATIC CHARGES TO YOUR CREDIT/DEBIT CARD OR OTHER PAYMENT METHOD THAT YOU HAVE PROVIDED FOR THE TOTAL AMOUNTS DUE AND UPON THE TIME(S) DUE AS STATED UNDER THE TERMS OF THIS AGREEMENT. YOU AGREE THAT FAILURE TO CANCEL THIS AGREEMENT SHALL INDICATE YOUR IRREVOCABLE CONSENT AND AUTHORIZATION TO SUCH AUTOMATIC BILLING BY US.
1.3. CANCELLATION AFTER TRIAL PERIOD. You may cancel your subscription to Prime Cloud at any time before the expiration of the Term or any Renewal Term for any reason by sending an email to [email protected] with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference Prime Cloud Cancellation. Upon receipt of your email, we will send You written confirmation that your subscription has been terminated and, upon such termination, we will not debit your credit card or other payment method.
You may also cancel your subscription by visiting our Cancellation page and follow the stated cancellation mechanism set forth on the page
1.4. REFUND POLICY. You shall NOT be entitled to a refund of any portion of any monthly subscription fee You have paid unless You have cancelled Your subscription before the expiration of the renewal date and Your credit card or payment method has been subsequently charged for the renewal period in error
2. Prime Cloud Use & Content Restrictions.
1.2. Prime Cloud Trial Period, Membership Term & Automatic Billing. You are being granted a free trial membership to use Prime Cloud for a free trial period of seven (7) days ("Trial Period"). As a trial user, You will have full rights to access and use the Services as described in our Website. You acknowledge and agree that You have read any other express terms and conditions surrounding your trial use of the Prime Cloud Service as may be stated on our Website, which such terms are hereby incorporated into this Agreement. All applicable terms and conditions contained in this Agreement shall apply to your use during the Trial Period. Following the end of the Trial Period, You will automatically purchase a membership to access Prime Cloud on a paid basis under the terms set forth in this Agreement for a thirty (30) calendar day period (“Term”), unless you cancel this Agreement as set forth below, in which case this Agreement will terminate at 11:59 P.M. EDT (GMT -5 hours) on the last day of the Trial Period. If you elect not to cancel Your membership during the Trial Period as set forth below, then the Term shall begin on 12:00 A.M. EDT (GMT -5 hours) on the next day following the expiration of the Trial Period and this Agreement shall remain in full force and effect.
You may cancel your trial membership at any time before 11:59 EDT (GMT -5 hours) no later than twenty-four (24) hours before the expiration of the Trial Period for any reason by sending an email to [email protected] with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference your Prime Cloud trial membership. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, we will not debit your credit card or other payment method in the future. You may also cancel your Prime Cloud trial subscription by visiting our Cancellation page and follow the stated cancellation mechanism. This initial trial use of Prime Cloud might be offered by us at a later time with different features, for a fee, or not at all, as determined by us in our sole discretion. YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO CANCEL YOUR TRIAL MEMBERSHIP BEFORE THE END OF THE TRIAL PERIOD AS SET FORTH ABOVE OR YOUR FAILURE TO CANCEL YOUR MEMBERSHIP BEFORE THE END OF THE TERM OR ANY SUBSEQUENT RENEWAL TERM WILL RESULT IN AUTOMATIC CHARGES TO YOUR CREDIT/DEBIT CARD OR OTHER PAYMENT METHOD THAT YOU HAVE PROVIDED FOR THE TOTAL AMOUNTS DUE AND UPON THE TIME(S) DUE AS STATED UNDER THE TERMS OF THIS AGREEMENT. YOU AGREE THAT FAILURE TO CANCEL THIS AGREEMENT SHALL INDICATE YOUR IRREVOCABLE CONSENT AND AUTHORIZATION TO SUCH AUTOMATIC BILLING BY US.
1.3. CANCELLATION AFTER TRIAL PERIOD. You may cancel your subscription to Prime Cloud at any time before the expiration of the Term or any Renewal Term for any reason by sending an email to [email protected] with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference Prime Cloud Cancellation. Upon receipt of your email, we will send You written confirmation that your subscription has been terminated and, upon such termination, we will not debit your credit card or other payment method.
You may also cancel your subscription by visiting our Cancellation page and follow the stated cancellation mechanism set forth on the page
1.4. REFUND POLICY. You shall NOT be entitled to a refund of any portion of any monthly subscription fee You have paid unless You have cancelled Your subscription before the expiration of the renewal date and Your credit card or payment method has been subsequently charged for the renewal period in error
2.1. General Use Restrictions
You may only use the Services to store, retrieve, manage, organize, access, share, and print Your Content for personal, non-commercial purposes using the features and functionality we make available. You may not use the Services or any portion thereof to store, transfer, or distribute content of or on behalf of third parties, to operate your own file storage application or service, to operate any other type of business or other commercial service, or to resell any part of the Services. You are not authorized to (i) resell or sublicense, outsource, time-share or rent the Services or separate elements thereof; (ii) distribute, transmit, or publish any portions of the Services to the public or download (other than page caching) or modify any portion of the Services in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or any separate elements thereof or use unauthorized versions of the Services for purposes including (without limitation) building a product or service similar to or competitive with the Services or to gain unauthorized access to the Services.
2.2. Registration & User Accounts We require that each customer register and create an account in order to utilize the Services. Once You provide the requested information during the registration process, an account will be automatically created. You will be required to maintain and update the user registration information as required to keep your information complete and accurate at all times. We may, in our discretion, terminate, suspend, or modify your registration with, or access to, all or part of the Website and the Services, without notice, at any time if you have provided untrue, inaccurate or incomplete registration information. You will be required to create a user ID and password to log-in to your content dashboard. You can use this log-in information to access the Services at any time. It is your responsibility at all times to maintain the security and confidentiality of your account information, including your user ID and password information. We are not responsible and shall have no liability to You for any misuse or unauthorized access or use of your account. You agree that You shall be the only user of your account and will not allow others to use your account information to log-in and access this Website and Your Content other than has may be expressly allowed under your license rights stated in this Agreement.
2.3 Content Restrictions.
You are not permitted to store any Content that contains any pornography or whereby the creation and/or possession of the same otherwise constitutes an illegal act.
2.4. Content Storage & Availability. You are solely responsible for the permanent storage of your Content including, if desired by you, the making and keeping of back-up copies of any or all Content you store using Prime Cloud. We shall not have any responsibility or liability of any kind or nature for the deletion, the failure to store, transmit or receive transmission of any Content by You in connection with your use of Prime Cloud. We will not access or view any Content, except as follows: (1) as permitted under this Agreement, including our Privacy Policy; or (2) as necessary to maintain or provide the Website or the Services, including without limitation: (A) to conform to legal requirements or comply with legal process as deemed necessary or advisable by us in good faith; (B) to detect, prevent or otherwise address fraud, security or technical issues; or (C) to enforce this Agreement, including investigation of potential violations hereof as further described in this Policy (Investigations).
3. Access Suspension & Termination.
We may terminate this Agreement and discontinue providing You with access to the Services at any time for any reason, with or without notice to You including, but not limited to, if We are unable to access or use any of the third-party services required to operate the Services or any such services are discontinued, become obsolete or are otherwise not commercially available.
2.2. Registration & User Accounts We require that each customer register and create an account in order to utilize the Services. Once You provide the requested information during the registration process, an account will be automatically created. You will be required to maintain and update the user registration information as required to keep your information complete and accurate at all times. We may, in our discretion, terminate, suspend, or modify your registration with, or access to, all or part of the Website and the Services, without notice, at any time if you have provided untrue, inaccurate or incomplete registration information. You will be required to create a user ID and password to log-in to your content dashboard. You can use this log-in information to access the Services at any time. It is your responsibility at all times to maintain the security and confidentiality of your account information, including your user ID and password information. We are not responsible and shall have no liability to You for any misuse or unauthorized access or use of your account. You agree that You shall be the only user of your account and will not allow others to use your account information to log-in and access this Website and Your Content other than has may be expressly allowed under your license rights stated in this Agreement.
2.3 Content Restrictions.
You are not permitted to store any Content that contains any pornography or whereby the creation and/or possession of the same otherwise constitutes an illegal act.
2.4. Content Storage & Availability. You are solely responsible for the permanent storage of your Content including, if desired by you, the making and keeping of back-up copies of any or all Content you store using Prime Cloud. We shall not have any responsibility or liability of any kind or nature for the deletion, the failure to store, transmit or receive transmission of any Content by You in connection with your use of Prime Cloud. We will not access or view any Content, except as follows: (1) as permitted under this Agreement, including our Privacy Policy; or (2) as necessary to maintain or provide the Website or the Services, including without limitation: (A) to conform to legal requirements or comply with legal process as deemed necessary or advisable by us in good faith; (B) to detect, prevent or otherwise address fraud, security or technical issues; or (C) to enforce this Agreement, including investigation of potential violations hereof as further described in this Policy (Investigations).
We reserve the right to investigate abuse and/or suspected abuse, on a case-by-case basis and to terminate or suspend Your ability to use the Services at our sole discretion. We reserve the right to lift any suspension at any time, at our sole discretion. Account suspension includes an automatic prohibition against registration of any additional accounts by You. Upon termination, Your access to use the Services and view any Content will be disabled.
4. NO WARRANTIES. THE SERVICES ARE BEING PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, Prime Cloud SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS OR INTEROPERABILITY OF ANY MATERIALS COMPRISING THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES THAT ANY PORTION OF THE SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT THE FUNCTIONS PERFORMED BY Prime Cloud IN MAKING THE SERVICES AVAILABLE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; AND (ii) ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
5. Indemnification.
You hereby agree to defend, indemnify and hold Prime Cloud, our members, managers, officers, employees, consultants, agents and representatives harmless from and against any claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to (i) any breach of this Agreement by You; (ii) Your use of and access of the Services generally; (iii) any actual or alleged violation by You of any intellectual property, proprietary or other right of any third-party; or (iv) Your negligent or willful acts or omissions while using the Services.
6. LIMITATION OF LIABILITY. WE SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, LOST DATA OR LOSS OF GOODWILL, OR FOR ANY OTHER INDIRECT DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES IN ANY MANNER WHATSOEVER INCLUDING, BUT NOT LIMITED TO, YOUR USE OR RELIANCE ON ANY CONTENT OR ANY MATERIALS, OR STEMMING FROM ANY CONTENT THAT IS ACCESSED BY THIRD PARTIES ILLEGALLY WITHOUT AUTHORIZATION THROUGH THIS WEBSITE OR ANY CORRESPONDING DATABASES. WE SHALL NOT BE LIABLE AS STATED ABOVE REGARDLESS OF THE CAUSE OF ANY DAMAGE INCURRED, INCLUDING ANY DAMAGES NOT FORESEEABLE BY US AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT Prime Cloud HAS BEEN ADVISED OF THE SAME. YOU ACKNOWLEDGE THIS MEANS YOU MAY BE WAIVING RIGHTS CONCERNING CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT WAIVER OF SUCH CLAIMS.
FURTHER, YOU AGREE THAT WE SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN ANY MANNER FOR ANY CONDUCT/ACTIONS OF ANY THIRD PARTY WHO MAY USE ANY OF OUR PRODUCTS AND OTHERWISE PARTICIPATES IN THE SERVICES AS A REGISTERED PLAYER. OUR LIABILITY TO YOU FOR ANY DIRECT DAMAGES IN ALL OTHER CASES SHALL IN ALL CASES BE LIMITED TO THE TOTAL PURCHASE PRICE OF THE PRODUCT(S) IN QUESTION PAID BY YOU. ACCORDINGLY, YOU AGREE TO WAIVE YOUR RIGHTS UNDER ANY LAWS THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS INCLUDING, CALIFORNIA CIVIL CODE §1542 IF YOU ARE A CALIFORNIA RESIDENT, OR ANY OTHER APPLICABLE STATE LAWS.
YOU AGREE THAT THE TOTAL AMOUNT OF ANY OTHER DAMAGES INCURRED BY YOU FROM YOUR USE OF THE SERVICES SHALL BE LIMITED TO THE SUM OF $997.00 WHICH SUM IS MEANT TO COMPENSATE YOU FOR ALL DAMAGES STEMMING FROM YOUR USE NO MATTER WHEN SUCH USE OCCURS.
7. Exceptions to Disclaimers & Limitations. Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to You. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
8. Data Collection & Use. WE COLLECT AND STORE CERTAIN INFORMATION SUBMITTED BY OUR CUSTOMERS IN CONNECTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, PERSONALLY IDENTIFYING INFORMATION (PII) OR OTHER INFORMATION (AS DEFINED IN OUR PRIVACY POLICY) AND INCLUDING CERTAIN AUTOMATIC INFORMATION SUCH AS USER IP ADDRESSES, DEVICE INFORMATION AND/OR WEBSITE USE INFORMATION. PLEASE SEE OUR PRIVACY POLICY FOR MORE DETAILS. We maintain a secure database of all of our users’ personal information. We may use and share your personally identifiable information you submit through your use of the Services with any third parties, as set forth in our Privacy Policy, which may be updated from time to time. This information may include your email address, first and last name, IP address, Website "Use Information,” etc., that we automatically collect about your use and interaction with our Website and the Services. We may also use cookies as described in our Privacy Policy, for the purpose of managing your access to the Website delivering the Services to You and for other purposes. You acknowledge that you have read the Privacy Policy and that it is a part of this Agreement.
The manner in which we use any PII or any other information that You submit or that we collect automatically through your access and use of the Services shall at all times be consistent with our Privacy Policy. If there is any conflict between the terms of our Privacy Policy and the terms of this Agreement, the terms of this Agreement shall control. Any PII collected by us in connection with this Agreement may be stored and processed in the United States or any other country in which we or our third-party website host and/or database provider(s) maintains facilities. You consent to any such transfer of PII outside of your country of citizenship or residence. Any violation of the terms of this Section will result in immediate termination of your account, which such determination will be made by us at our sole-discretion.
WE HAVE NO CONTROL OVER, AND SHALL HAVE NO LIABILITY TO YOU WHATSOEVER FOR, WHETHER AND IN WHAT MANNER ANY THIRD-PARTY USES ANY OF YOUR PII (OR NON-PII DATA) COLLECTED BY ANY OF THEM THROUGH YOUR USE OF THE SERVICES, EITHER BY ITSELF OR IN THE AGGREGATE, IN ANY MANNER THAT IDENTIFIES YOU.
10. Miscellaneous:
A. Entire Agreement.
You agree that this Agreement constitutes the complete and exclusive agreement regarding Your access to and use of the Services and any Content, and supersedes any prior communications, representations or agreements of the parties, whether written or oral.
B. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality, and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement
C. Venue & Choice of Law. Any claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or the Services may only be brought exclusively in the Iowa District Court situated in Polk County, Des Moines, Iowa, USA, and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extraterritorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of the Services by You. This Agreement shall be construed and enforced under the laws of the state of Iowa, USA, without regard to any applicable conflict of laws principles and without regard to any applicable International laws, treaties or regulations
D. Waiver. The waiver of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver by us of any other or subsequent breach by You
E. Assignment. This Agreement shall inure to the benefit of and shall be binding upon the successors and/or assigns of Prime Cloud. You may not assign, delegate or otherwise transfer Your account or all or any part of Your rights or obligations under this Agreement without the prior written consent of Prime Cloud.
F. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any right to use the Services including, but not limited to, the restrictions set forth related to Your rights and use of any Content under Section 3 and Your obligations under Section 6 will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
G. Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of our vendors or service providers, unavailability of interruption or delay in telecommunications or third-party services (including website hosting or DNS propagation), failure of third-party software or hardware or inability to obtain any hardware Or equipment needed to host the Services or otherwise fulfill our obligations to You under this Agreement.
B. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality, and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement
C. Venue & Choice of Law. Any claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or the Services may only be brought exclusively in the Iowa District Court situated in Polk County, Des Moines, Iowa, USA, and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extraterritorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of the Services by You. This Agreement shall be construed and enforced under the laws of the state of Iowa, USA, without regard to any applicable conflict of laws principles and without regard to any applicable International laws, treaties or regulations
D. Waiver. The waiver of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver by us of any other or subsequent breach by You
E. Assignment. This Agreement shall inure to the benefit of and shall be binding upon the successors and/or assigns of Prime Cloud. You may not assign, delegate or otherwise transfer Your account or all or any part of Your rights or obligations under this Agreement without the prior written consent of Prime Cloud.
F. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any right to use the Services including, but not limited to, the restrictions set forth related to Your rights and use of any Content under Section 3 and Your obligations under Section 6 will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
G. Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of our vendors or service providers, unavailability of interruption or delay in telecommunications or third-party services (including website hosting or DNS propagation), failure of third-party software or hardware or inability to obtain any hardware Or equipment needed to host the Services or otherwise fulfill our obligations to You under this Agreement.