LAST UPDATED: March 10, 2016
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CLOUD1VPN SOFTWARE OR SERVICES. IN ORDER TO USE CLOUD1VPN SOFTWARE OR SERVICES, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT. BY USING CLOUD1VPN SOFTWARE OR SERVICES, YOU AGREE THAT YOUR USE IS GOVERNED BY THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE CLOUD1VPN SOFTWARE OR SERVICES. YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD. CLOUD1VPN MAY MODIFY THIS AGREEMENT FROM TIME TO TIME; PLEASE SEE SECTION 5 FOR DETAILS.
1. Agreement. This Cloud1Vpn Online Services Agreement (the "Agreement") is between ("Cloud1Vpn") and the user of Cloud1Vpn software or services who accepts the terms of this Agreement ("You"). This Agreement is effective ("Effective Date") on the earlier of the date that You accept this Agreement or the date that You first use Cloud1Vpn Software or Services (defined below). This Agreement establishes a framework that will enable You to receive certain services from Cloud1Vpn (the "Services"), which may include access to software and related materials (the "Software") and may require the payment of Fees (defined below). As further described below, You agree to comply with the Cloud1Vpn Acceptable Use Policy, which is incorporated into this Agreement, the most recent version of which can be reviewed at https://www.cloud1vpn.com/legal/index.html (the "Acceptable Use Policy"). Please read the Acceptable Use Policy which describe terms that govern Your use of Services.
2. General Conditions of Use
2.1 Your Account. In order to access the Services, You will be required to create an account ("Your Account"). You may create only one account and You must verify that the email address You have provided is valid and will remain valid during the term of this Agreement. Your user name must be consistent with the Acceptable Use Policy and must not impersonate someone else or cause confusion as to source, affiliation or endorsement. You may not (or permit third parties to) create multiple accounts that act or appear as a single account or otherwise access the Services in a manner that is intended to avoid Fees or to circumvent maximum capacity thresholds for the Services. You must maintain the confidentiality of Your password and Your Account information and are solely responsible for all activities and/or actions that occur with respect to Your Account and should only be used by You.
2.2 Your Use. You agree to use the Services in accordance with, and comply with, all applicable laws and regulations and this Agreement, including but not limited to the Acceptable Use Policy. You further agree that You will not commit unlawful acts in connection with the Services or to obtain unauthorized access to the Services. In addition, You agree not to interfere with Cloud1Vpn's ability to provide any of the Services to any other user or with another user's ability to receive the Services. You are solely responsible for determining the suitability of the Services for Your use in light of any applicable laws and/or regulations such as data protection and privacy laws and regulations. Cloud1Vpn makes no representations or warranties regarding the suitability of the Services for use by You, or the Services' compliance with the requirements of any applicable laws, regulations or industry standards.
2.3 Failure to Comply; Suspension. You will immediately notify Cloud1Vpn if You suspect someone has breached the Acceptable Use Policy or has obtained unauthorized access to Your Account, the Content (defined below) and/or the Services. If Cloud1Vpn has reason to believe that You or Your Users have breached this Agreement or the Acceptable Use Policy, Cloud1Vpn or its designated agent may inspect Your use of the Services, including Your Account, Content and records, to verify Your compliance with this Agreement. You will not interfere with our monitoring and will provide Content or other information regarding Your Account as may be reasonably requested by Cloud1Vpn to ensure Your use complies with this Agreement. Cloud1Vpn reserves the right (but has no obligation) to suspend or terminate Your access to the Services or disable Your or Your Users' Content if Cloud1Vpn, in its sole discretion, believes You have breached the terms of the Agreement, any policy to which we refer in this Agreement or have violated any applicable law. Cloud1Vpn shall have no liability with respect to such suspension or termination and You will continue to incur applicable Fees for the Services during any suspension.
2.4 Third Party Software. There may be third party software and/or services made available to You by Cloud1Vpn in connection with the Cloud1Vpn Software or otherwise in connection with Your use of the Services ("Third Party Service(s)"). Cloud1Vpn provides no warranty, does not necessarily confirmed the validity, functionality or screened the content of such Third Party Services and any use is at Your own risk. Availability of such Third Party Services does not constitute an endorsement by Cloud1Vpn and availability of the Third Party Services does not necessarily mean that the Third Party Services will interoperate with any Cloud1Vpn Services, regardless of whether the Third Party Services are described as Cloud1Vpn "certified". The terms that apply to any Content you provide to the Third Party Service are solely between you and the Third Party Service and Your use of the Third Party Services is subject to the Third Party Service's policies. Any Third Party Service You receive is governed by the terms provided by such third party and you agree to abide by those terms and conditions. Cloud1Vpn and its licensors and vendors have no obligations and/or liability with respect to such third party or the Third Party Services. If You have agreed to receive the Third Party Services, You authorize Cloud1Vpn to grant the provider of such Third Party Services with access to Your Content and/or Your Account to the extent required to provide the Third Party Services or for interoperability with the Third Party Services. Third Party Services may be removed from or no longer available through the Services at any time.
3. Content and Data
3.1 Content. "Content" means any content or binary data associated with Your Account or use of the Services and not provided by Cloud1Vpn. You are solely responsible for the use of Content in connection with the Services and in compliance with this Agreement and the Acceptable Use Policy. You represent and warrant that (a) You own all rights in, or have received a valid license to use, Content, with rights or licenses sufficient to enable any activities in connection with the Services and (b) the use of Content by You and/or Cloud1Vpn does not misappropriate or infringe, directly or indirectly, the intellectual property rights of any third party, and that such use is lawful. You are solely responsible for compliance with the Acceptable Use Policy, this Agreement and all applicable laws and agree to remove immediately any Content that violates the Acceptable Use Policy, this Agreement or any applicable law. You are responsible for maintaining licenses and adhering to all license terms applicable to any Content used by You or Cloud1Vpn. Cloud1Vpn shall not be responsible under any circumstances for any claims, damages or other actions relating to Content, or Your actions while using the Services.
3.2 Notices Regarding Content. You must immediately respond to any notice You receive claiming that Content violates a third party's rights, including notices under the Digital Millennium Copyright Act, and take corrective action, which may include but is not limited to promptly removing any such Content.
3.3 Your Comments and Feedback. While using the Services, You may be asked to provide comments or feedback on the Services ("Feedback"). You understand and agree that Cloud1Vpn may use any such Feedback for any purpose without attribution or compensation and You grant Cloud1Vpn a perpetual and irrevocable license to use all Your Feedback for any purpose.
4. Data Privacy and Security
4.1 Data Transfer. You acknowledge and agree that to provide the Services it may be necessary for Content or other information to be transferred between Cloud1Vpn, its affiliates, vendors and/or subcontractors, which may be located worldwide.
4.2 Privacy Policy. Any data or Content that You provide in connection with the use of the Services will be subject to and may be used in accordance with the Cloud1Vpn Privacy Statement set forth at https://www.cloud1vpn.com/legal/privacy.html (the "Privacy Statement").
4.3 Data Security. You agree to use reasonable security precautions in light of Your use of the Services. In the event of unauthorized access to Content, You are responsible for complying with any applicable laws and regulations
4.4 Legal Process. Cloud1Vpn may provide information, including Content and information concerning Your Account, as required by law (such as responding to a subpoena, warrant, audit, or agency action, or to prevent fraud) or to establish or exercise its legal rights or to defend against legal claims. Cloud1Vpn shall not be liable for any use or disclosure of such information to such third parties.
5. Changes and Updates to Terms. Cloud1Vpn may modify this Agreement (including the Acceptable Use Policy) at any time by posting a revised version at https://www.cloud1vpn.com/legal/index.html, by otherwise notifying You in accordance with Section 18 below, and/or by requiring You to accept the new revised terms. The modified terms will become effective (i) upon posting, (ii) if we notify You by email, as stated in the email message, or (iii) otherwise upon Your acceptance. By continuing to use the Services after the effective date of any modifications to this Agreement, You agree to be bound by the modified terms. It is Your responsibility to review this Agreement and the Acceptable Use Policy to be aware of the most recent terms. Cloud1Vpn last modified this Agreement on the date listed at the top of this Agreement.
6. Changes to the Services and Service Levels
6.1 Changes. Cloud1Vpn intends to periodically update, improve and/or discontinue certain functionality associated with the Services and Your user experience. As a result, the Services may be substantially modified. Cloud1Vpn reserves the right at any time to change and/or discontinue any or all of the Services. Cloud1Vpn will use reasonable efforts to provide notice of material changes to the Services on the applicable Services website.
6.2 Service Levels. The Services are generally provided through internet connectivity and third party vendors and software that Cloud1Vpn does not control and may be subject to delays, outages or other problems; Cloud1Vpn is not responsible for any such delays or outages. More broadly, Cloud1Vpn makes no service level-related representations, warranties, or covenants regarding Service uptime, connectivity, hosting conditions, load balancing, security, monitoring, backup, archiving, recovery, release management, change control, maintenance, availability, and the like, and will offer no Services credits for service levels You deem inadequate.
7. Fees and Payment
7.1 Fees. No fees are due for any Free Services. Fees for the Paid Services (the "Fees") are payable and due based on the type of Paid Service. You agree to pay Cloud1Vpn applicable Fees to receive the Paid Services and for all usage by You during the calendar month period. Certain Paid Services are sold in the form of access to Services for a defined period of time ("Subscription(s)"). Fees for Subscriptions are payable and due upon Cloud1Vpn's acceptance of an order and, for renewal of the Services, at the start of the renewal term. Fees for Subscriptions are charged upfront on a calendar month or annual basis prior to the beginning of the term in which Services are to be provided. Cloud1Vpn reserves the right to modify any Fees for any subsequent term by providing You with thirty (30) days prior notice. All Fees are nonrefundable. You may be charged interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
7.2 Payment Method. Cloud1Vpn may offer You different payment options. You must first provide Cloud1Vpn with a valid and authorized payment method prior to receiving any Paid Service.
7.3 Payment Processing. For any Paid Services purchased through the Cloud1Vpn Website with a valid and authorized payment method, You (a) authorize Cloud1Vpn to charge Your credit card for any Fees, and for the amount due at the time of renewal of the Services, and (b) if needed, agree to provide updated credit card information to Cloud1Vpn for subsequent Fees due. In order to provide the Services, Cloud1Vpn may be required to share Your information, including credit card and other financial information, with third parties solely for the purpose of processing payment and/or providing the Services.
7.4 Taxes. All Fees are exclusive of Taxes . You will pay Cloud1Vpn an amount equal to any Taxes arising from or relating to this Agreement which are paid by or are payable by Cloud1Vpn. "Taxes" means any form of sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on the net income of Cloud1Vpn. If You are required to withhold or deduct any portion of the payments due to Cloud1Vpn, You will increase the sum payable to Cloud1Vpn by the amount necessary so that Cloud1Vpn receives an amount equal to the sum it would have received had You made no withholdings or deductions.
7.5 Future Availability. You acknowledge that Your purchase of the Services is not contingent on the future availability of any new features or functionality.
7.6 Promotions. From time to time, Cloud1Vpn may offer you certain promotional pricing or programs during a specific term ("Promotional Period"). Your use of the Services during any such Promotional Period will be limited to the term of the Promotional Period and subject to the terms and conditions of this Agreement as well as any additional terms that Cloud1Vpn may provide in connection with the Promotional Period.
8. Continuing Business. Nothing in this Agreement will preclude or limit Cloud1Vpn from providing software, materials or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to You.
9. Linking. The Services may contain links to external sources, websites or content that are not owned, created or managed by Cloud1Vpn. Cloud1Vpn does not have control over such sites or content and has not reviewed them. The inclusion of any link to a website does not imply endorsement by Cloud1Vpn of the website or their sponsoring entities, products or services. You agree that Cloud1Vpn is not responsible or liable for any loss or expenses that may result due to Your use of (or reliance on) the external site or content.
10. Limited Liability and Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL CLOUD1VPN, ITS AFFILIATES, OR THEIR LICENSORS OR VENDORS BE LIABLE TO YOU OR YOUR AFFILIATES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER CLOUD1VPN, ITS AFFILIATES NOR THEIR LICENSORS OR VENDORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF (I) ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS OR (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA.
FOR ALL EVENTS AND CIRCUMSTANCES, CLOUD1VPN, ITS AFFILIATES' AND THEIR LICENSORS' AND VENDORS' AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED THE AMOUNTS RECEIVED BY CLOUD1VPN DURING TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, WITH RESPECT TO THE PARTICULAR ITEMS (WHETHER SOFTWARE, SERVICES OR OTHERWISE) GIVING RISE TO LIABILITY.
LIABILITY FOR THESE DAMAGES DESCRIBED IN THIS SECTION 11 WILL BE LIMITED OR EXCLUDED (AS THE CASE MAY BE) EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE. TO THE EXTENT THAT LIABILITY FOR CERTAIN DAMAGES MAY NOT BE LAWFULLY EXCLUDED OR LIMITED AS PROVIDED ABOVE, THE TERMS OF THIS SECTION 11 WILL BE ENFORCED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
11. No Warranties. You understand and agree that the Software and Services may contain bugs, errors and/or inadequacies. FOR ALL CIRCUMSTANCES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND SOFTWARE OF CLOUD1VPN, ITS AFFILIATES AND THEIR LICENSORS AND VENDORS AND ANY THIRD PARTY SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER CLOUD1VPN NOR ITS AFFILIATES, LICENSORS OR VENDORS MAKES ANY GUARANTEE OR WARRANTY THAT THE USE OF SOFTWARE, SERVICES AND/OR ANY THIRD PARTY SERVICES WILL BE SECURE, UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE OR THAT CLOUD1VPN WILL CORRECT ALL SOFTWARE AND/OR SERVICE ERRORS. Without limiting the generality of the foregoing disclaimer, the Services are not specifically designed, manufactured or intended for use in (a) the planning, construction, maintenance, control, or direct operation of nuclear facilities, (b) aircraft navigation, control or communication systems, weapons systems, or (c) direct life support systems. You agree that You are solely responsible for the results obtained from the use of the Services.
12. Indemnification. You agree to indemnify and hold harmless Cloud1Vpn, its affiliates and their licensors and vendors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and associated litigation expenses) arising out of or relating to: (a) Your use of the Services and Software; (b) Your breach of this Agreement or the Acceptable Use Policy, or violation of applicable law by You and/or Your Users; (c) Content or the combination of Content with other applications, content or processes, (d) any claim or allegation that Content infringes or misappropriates the intellectual property rights of any third party; (e) Cloud1Vpn's response to any third party subpoena, warrant, audit, agency action or other legal order or process concerning Content, Your Account and/or use by You and/or Your Users of the Services and Software or (f) any dispute between You and a Third Party Service or You and Your User. Cloud1Vpn will provide You with written notice of any claim, suit or action, but its failure to do so does not relieve Your of Your obligations under this section.
13. Confidentiality
13.1 Obligations. Both parties agree that (i) Confidential Information will be used only in accordance with the terms and conditions of this Agreement; (ii) each will use the same degree of care it utilizes to protect its own confidential information, but in no event less than reasonable care; and (iii) the Confidential Information may be disclosed only to employees, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement. Both parties agree that obligations of confidentiality will exist for a period of two (2) years following initial disclosure of the particular Confidential Information. "Confidential Information" means all information disclosed by either Cloud1Vpn or You ("Disclosing Party") to the other party ("Recipient") during the term of this Agreement that is either (i) marked confidential or (ii) disclosed orally and described as confidential at the time of disclosure and subsequently set forth in writing, marked confidential, and sent to the Recipient within thirty (30) days following the oral disclosure.
13.2 Exclusions. Confidential Information will not include information which: (i) is or later becomes publicly available without breach of this Agreement, or is disclosed by the Disclosing Party without obligation of confidentiality; (ii) is known to the Recipient at the time of disclosure by the Disclosing Party; (iii) is independently developed by the Recipient without use of the Confidential Information; (iv) becomes lawfully known or available to the Recipient without restriction from a source having the lawful right to disclose the information; (v) is generally known or easily ascertainable by parties of ordinary skill in the business of the Recipient; or (vi) is software code in either object code or source code form that is licensed under an open source license. The Recipient will not be prohibited from complying with disclosure mandated by applicable law if, where reasonably practicable and without breaching any legal or regulatory requirement, it gives the Disclosing Party advance notice of the disclosure requirement.
14. Term and Termination
14.1 Agreement Term. The Agreement will commence on the Effective Date and continue in effect until terminated as set forth below.
14.2 Free Services. With respect to Your use of the Free Services, You may stop using the Services or may terminate Your Account at any time. Cloud1Vpn may terminate or suspend Your use of the Free Services and/or this Agreement at any time. Cloud1Vpn may, at its discretion terminate Your Account and remove Your Content if Your Account has been inactive for more than ninety (90) days.
14.3 Paid Services.
14.3.1 Renewal & Downgrading This Section 14.3.1 applies to the Paid Services purchased through the Cloud1Vpn Online website. When You are not opting in recurring payments, You are automatically downgraded from the Paid Services to the Free Services at the end of the current Paid Service term duration. When You are opting in recurring payment, The Paid Services shall continue to renew for additional terms for so long as You are current in Your payment of all applicable Fees and not in breach of this Agreement, unless you provide notice of non-renewal at least two (2) business days prior to the end of the then current term. Subscriptions will renew at the same price for the applicable Subscription term. Regardless of when you provide notice to Cloud1Vpn of non-renewal or termination of the Paid Services during the month, you will be entitled to receive the Services until the end of the month. If You wish to downgrade from the Paid Services to the Free Services, You are responsible for: (1) selecting to downgrade on the Cloud1Vpn Online website, (2) following any additional steps to downgrade prior to the end of the month. You will continue to incur Fees until you successfully downgrade to the Free Services, including completing the actions described above. All Fees are non-refundable even if You terminate the Services prior to the end of the term duration.
14.3.2 Termination Cloud1Vpn may terminate the Agreement in its sole discretion on thirty (30) days prior notice; provided that if You have pre-paid for Services beyond such thirty (30) day period, Cloud1Vpn may provide You either, at its sole discretion, a pro rata refund of pre-paid Fees or the ability to continue to use the Services for such pre-paid period. Either Party may terminate the Agreement for material breach by the other Party of this Agreement if the breach is not remedied within twenty (20) days of receiving notice of such breach. Without limiting other rights that Cloud1Vpn may have, Cloud1Vpn may suspend or terminate Your Services, and Your Account or disable Your Content immediately if Cloud1Vpn reasonably believes You have breached this Agreement, the Acceptable Use Policy or applicable law.
14.3 Effect of Termination. Upon termination of the Agreement, You will be required to pay any outstanding Fees that are due, all rights under this Agreement will cease and You may no longer use the Services or any Software. Following termination of Your Account, You will no longer have access to the Services, or any Content stored in connection with the Services. The following sections of this Agreement will survive such termination or expiration: Sections 4.4 and 10-16 and any post-termination communication that Cloud1Vpn sends You.
15. Notices. Cloud1Vpn may provide a notice to You under this Agreement by: (i) posting the notice on the Services website; or (ii) sending a message to the email address associated with Your Account. Notices provided by posting on the Services website will be effective upon posting and notices provided by email will be effective when Cloud1Vpn sends the email. It is Your responsibility to keep Your email address current and to update Your profile with Cloud1Vpn if it changes. You will be deemed to have received any email sent to the email address associated with Your Account following transmission by Cloud1Vpn, whether or not You actually receive the email. To give notice to Cloud1Vpn under this Agreement, You must contact Cloud1Vpn either by email at admin@cloud1vpn.com Cloud1Vpn may update its contact information by posting a notice on the Cloud1Vpn website. Notices provided by overnight courier or facsimile transmission will be effective one business day after they are sent. Notices must be in English.
16. Miscellaneous. This Agreement is binding on the parties to this Agreement, and nothing in this Agreement grants any other person or entity any right, benefit or remedy of any nature whatsoever. Nothing in this Agreement will be construed to create an employment or agency relationship between You and Cloud1Vpn (or any Cloud1Vpn personnel). All headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of this Agreement for purposes of interpretation. If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement. The delay or failure of either party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorized representative of the party against whom such waiver is sought to be enforced. This Agreement, including any policy referenced herein, represents the final, complete and exclusive statement of the agreement between the parties with respect to its subject matter, notwithstanding any prior written agreements or prior and contemporaneous oral agreements with respect to the subject matter of this Agreement. Neither party may assign this Agreement without the prior written consent of the other party; provided, however, that Cloud1Vpn may assign this Agreement without such consent to an affiliate or to any third party in connection with the sale of all or substantially all of its business or assets to which this Agreement relates. Cloud1Vpn and its affiliates will not be liable for any delay or failure to provide Services where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.