By using PlaidCloud’s products, software, services, and websites (referred to collectively as the “Services”), or any Services of Tartan Solutions, Inc. (“PlaidCloud”), you agree to be bound by the following terms and conditions (“Terms of Service”).
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES, AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICESS. USE OF THE SERVICES SHALL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT.
If PlaidCloud makes material changes to these Terms, we will notify you by email and/or by posting a notice on the PlaidCloud website before the changes become effective. Any new features that change or improve the current Services shall be subject to the Terms of Service. Continued use of the Services after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time on PlaidCloud’s website.
“Content” such as data files, fonts, written text, computer software, music, audio files, image files or other sounds, photographs, videos or other images, which you may have access to as part of, or through your use of, the Services, are the sole responsibility of the person from whom such Content originated. Violation of any of the Account Terms below will result in the termination of your Account. While PlaidCloud prohibits such conduct and Content on the Services, you understand and agree that PlaidCloud cannot be responsible for the Content posted on the Services, and you nonetheless may be exposed to such materials. You agree to use the Services at your own risk.
A. Account Terms
- You must be 13 years or older to use this Services.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the registration process.
- Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows.
- You are responsible for maintaining the security of your account and password. PlaidCloud cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account—even when Content is posted by others who have accounts under your account.
- One person or legal entity may not maintain more than one free account.
- You may not use the Services for any illegal or unauthorized purpose. You must not, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).
- You may not use these Services if you are a direct competitor, except with PlaidCloud’s prior written consent. You may not use or access the Services to compile data in a manner that is used or usable by a competitive product or Services.
B. Use Terms
- You expressly understand and agree that PlaidCloud shall not 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 PlaidCloud has been advised of the possibility of such damages, resulting from your use of the Services.
- Abuse or excessively frequent requests to PlaidCloud may result in the temporary or permanent suspension of your account’s access. PlaidCloud, in its sole discretion, will determine abuse or excessive usage. PlaidCloud will make a reasonable attempt via email to warn the account owner prior to suspension.
- PlaidCloud reserves the right at any time to modify or discontinue, temporarily or permanently, your access with or without notice.
C. Payment, Refunds, Upgrading and Downgrading Terms
- All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information.
- An upgrade from the free plan to any paying plan will immediately bill you.
- For monthly payment plans, the Services are billed in advance on a monthly basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
- When changing from a monthly billing cycle to a yearly billing cycle, PlaidCloud will bill for a full year at the next monthly billing date.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
- For any upgrade in plan level, PlaidCloud will immediately charge the difference in plan cost, prorated for the remaining time in your billing cycle. For any downgrade in plan level, the credit card that you provided will automatically be charged the new rate on your next billing cycle.
- Downgrading your Services may cause the loss of Content, features, or capacity of your Account. PlaidCloud does not accept any liability for any such loss.
D. Cancellation and Termination
The Terms will continue to apply until terminated by either you or PlaidCloud as set out below:
- You can cancel your account at any time by clicking on the Account link in the global navigation bar at the top of the screen. The Account screen provides a simple no-questions-asked cancellation link.
- All your Content will be immediately deleted from the Services upon cancellation. This information cannot be recovered once your account is canceled.
- If you cancel the Services before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again.
- PlaidCloud, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any other PlaidCloud service, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. PlaidCloud reserves the right to refuse service to anyone for any reason at any time.
- If PlaidCloud takes action to suspend or terminate any account, we will make a reasonable effort to provide the affected account owner with a copy of their account contents upon request, unless the account was suspended or terminated due to unlawful conduct.
E. Modification of the Services
- PlaidCloud reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.
- Prices of all Services, including but not limited to monthly subscription plan fees to the Services, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the https://plaidcloud.com/notices/tos or the Services itself.
- PlaidCloud shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
F. Copyright and Content Ownership
- PlaidCloud does not pre-screen Content, but PlaidCloud has the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Services.
- You understand that PlaidCloud, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit PlaidCloud to take these actions.
- You confirm and warrant to PlaidCloud that you have all the rights, power, and authority necessary to grant the above license. You agree that you will not submit, share, upload, post or display Content on or through, the Service that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit, share, upload, post or display the Content and to grant PlaidCloud all of the license rights granted in this Section.
- You shall defend PlaidCloud against any claim, demand, suit or proceeding made or brought against PlaidCloud by a third party alleging that your Content, or your use of the Services is in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party, or violates applicable law, and shall indemnify PlaidCloud for any damages finally awarded against, and for reasonable attorney’s fees incurred by, PlaidCloud in connection with any such claim, demand, suit or proceeding; provided, that PlaidCloud (a) promptly gives you written notice of the claim, demand, suit, or proceeding; (b) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases PlaidCloud of all liability); and (c) provides to you all reasonable assistance, at your expense.
G. Proprietary Rights
- You acknowledge and agree that PlaidCloud owns all legal rights, title, and interest in and to the PlaidCloud Services, including any intellectual property rights which subsist in the PlaidCloud Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
- Unless you have agreed otherwise in writing with PlaidCloud, you agree that you are responsible for protecting and enforcing your own intellectual property rights and that PlaidCloud has no obligation to do so on your behalf.
- By adding a collaborator to your Project, you grant to that user a non-exclusive, royalty-free, non-transferable license—with no right to sub-license—to use, display, perform, reproduce, modify, publish, distribute, or list information regarding editing, translating, and analyzing such Projects(s) and Content as permitted by the relevant PlaidCloud Services functionality or features for the sole purpose of collaborating on development of the Application(s).
- PlaidCloud maintains the security of its Services in keeping with industry best practices and takes all reasonable and generally accepted precautions against security breaches. You may find a full statement of our security policies in the policy section of our website.
- You may choose, or we may invite you, to submit comments or ideas about PlaidCloud Services, including without limitation about how to improve the PlaidCloud Services or our products (“Idea”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place PlaidCloud under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
H. General Conditions
- Your use of the Services is at your own risk. The Services are provided on an “as-is” and “as-available” basis.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT PLAIDCLOUD, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
- Support for PlaidCloud Services is available as specified in your client proposal. If you do not have a client proposal, then support can be sought via email.
- You understand that PlaidCloud uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. PlaidCloud works with these vendors to maintain the security, privacy, and other policies specified herein.
- You must not modify, adapt, or hack the Services or modify another website so as to falsely imply that it is associated with the Services, PlaidCloud, or any other PlaidCloud or Tartan Solutions, Inc. Services.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by PlaidCloud.
- We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
- Verbal, physical, written or other abuse (including threats of abuse or retribution) of any PlaidCloud customer, employee, member, or officer will result in immediate account termination.
- You understand that the technical processing and transmission of the Services, including your Content, may be transferred and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- You agree that PlaidCloud, in its sole discretion, and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the PlaidCloud Services may be made without prior notice, and you agree that PlaidCloud will not be liable to you or any third party for such termination.
- You are solely responsible for exporting your Content and Application(s) from the PlaidCloud Services prior to termination of your account for any reason, provided that if we terminate your account, we provide you a reasonable opportunity to retrieve your Content and Application(s).
- You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
- You must not transmit any worms, viruses, or any code of a destructive nature.
- You agree not to (a) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by PlaidCloud in connection with the PlaidCloud Services, unless you have been specifically authorized to do so in a separate agreement with PlaidCloud, or (b) engage in any activity that interferes with or disrupts the PlaidCloud Services (or the servers and networks which are connected to the Services).
- If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by PlaidCloud) of other PlaidCloud customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.
- PlaidCloud takes all potential ethical violations seriously. An online anonymous reporting system is available 24 hours at https://plaidcloud.com/help.
- PlaidCloud does not warrant that (i) the Services will meet your specific requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Services will be accurate or reliable; (iv) the quality of any products, Services, information, or other material purchased or obtained by you through the Services will meet your expectations; or (v) any errors in the Services will be corrected.
- You expressly understand and agree that PlaidCloud shall not 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 PlaidCloud has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and Services resulting from any goods, data, information or Services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) statements or conduct of any third party on the Services; or (iv) any other matter relating to the Services.
- The failure of PlaidCloud to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any part of these Terms of Service are determined to be invalid, illegal, or unenforceable, the remaining provisions remain in full force, as long as the essential terms and conditions of these Terms for each party remain valid, binding, and enforceable.
- The Terms, and your relationship with PlaidCloud under the Terms, shall be governed by the laws of the State of Wisconsin without regard to its conflict of laws provisions. You and PlaidCloud agree to submit to the exclusive jurisdiction of the state or federal courts located within Milwaukee County, Wisconsin, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that PlaidCloud shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- The Terms of Service constitutes the entire agreement between you and PlaidCloud and govern your use of the Services, superseding any prior agreements between you and PlaidCloud (including, but not limited to, any prior versions of the Terms of Service). You agree that these Terms of Service and your use of the Services are governed under Wisconsin law.