Updated on: February 25 2017.
Effective Date: January 1 2015.
THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND KEYSTONE MANAGEMENT GROUP LLC DBA CLOUDSTAR (hereinafter “CLOUDSTAR”) GOVERNING YOUR USE OF THE CLOUDSTAR SERVICES, SYSTEMS, INFRASTRUCTURE, AND EMAIL.
Parts of this Agreement
This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.
Acceptance of the Terms
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by either clicking “I accept” where applicable, or by simply using the Services.
Description of Service
Cloudstar provides, including but not limited to, cloud-based hosting, email, email encryption, data storage, data backup, citrix hosting, technical support, two-factor authentication, video conferencing, VoIP, and other related services. You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.
Subscription to Beta Service
We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Cloudstar will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
Modification of Terms of Service
We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address.
User Sign up Obligations
You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Cloudstar has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Cloudstar may terminate your user account and refuse current or future use of any or all of the Services.
Complementary Controls At User Organizations
Cloudstar’s services are designed with the assumption that certain controls will be implemented by you, the customer, also referred to as a user organizations. Such controls are called complementary user organization controls. It is not feasible for all of the control objectives related to Cloudstar’s solutions to be solely achieved by Cloudstar’s control procedures. Accordingly, user organizations, in conjunction with the services, should establish their own internal controls or procedures to complement those of Cloudstar.
Organization Accounts and Administrators
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, iii) understanding and defining data storage requirements, iv) understanding and complying with all contractual obligations to Cloudstar, v) developing your own disaster recovery and business continuity plans that address their ability to access or utilize Cloudstar services, vi) for requesting the revocation of system access privileges assigned to terminated employees as a component of the employee termination process, vii) ensuring that all activities that occur in connection with your organization’s account comply with this Terms of Service Agreement, the Cloudstar Acceptable Use Policy, the Cloudstar Billing Policy and your Master Services Agreement. You understand that Cloudstar is not responsible for internal software account administration and internal management of the Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to [email protected], provided that the process is acceptable to Cloudstar. In the absence of any specified administrator account recovery process, Cloudstar may provide control of an administrator account to an individual providing proof satisfactory to Cloudstar demonstrating authorization to act on behalf of the organization. You agree not to hold Cloudstar liable for the consequences of any action taken by Cloudstar in good faith in this regard.
Personal Information and Privacy
Communications from Cloudstar
The Service may include certain communications from Cloudstar, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Cloudstar in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by Cloudstar to the complainant.
Fees and Payments
The Services are available under various subscription plans for various duration. Payments for subscription plans of duration of less than a year can be made only by Credit Card unless otherwise agreed to in writing. Your subscription will be automatically renewed at the end of each subscription period once out of contract. At the time of automatic renewal, the subscription fee will be charged to the Credit Card on file. If you would like to change your payment method or credit card, you may do so at any time. If you do not wish to renew the subscription, you must inform us at least thirty days prior to the renewal date. If you have not canceled, when your contract has expired, you will be presumed to have authorized Cloudstar to charge the subscription fee to the Credit Card last used by you. Credit card payments are non-refundable and customer acknowledges that all sales are final.
From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan. Payments are due upon receipt of invoice. Receipt of invoice is defined as of the date shown on your invoice. If payments are not received within 30 days of the date shown on your invoice, Cloudstar receives the right to suspend services, charge late fees and interest, and / or charge service re-activation fees. It is the customer’s obligation to ensure receipt of all invoices and to call the Cloudstar billing department if there is reasonable believe that they did not receive a regularly scheduled invoice. Claiming non-receipt of invoice does not provide relief from the aforementioned timelines, fees, and penalties for late payment or non-payment, re-activation fees or account suspension. Billing adjustments or approved service reductions must be received in writing, via signed service change form, no later than 5 business days preceding the end of the calendar month. It is incumbent upon the customer to maintain their own user count, and add / remove / modify user form records in accordance with regulatory compliance guidelines. User accounts are considered billable in full unless an account is terminated, in writing, via signed add / remove user form submitted to the technical support department via email. Doing so generates an audit-able ticket which is your only day / time stamped receipt documenting the termination or addition of billable user accounts.
Refund & Cancellation Policy
Payments are non-refundable and all sales are final. Cancellations require 30 days written notice.
Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Cloudstar; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication.
Internal Document Disclosure
Cloudstar is a nationally recognized cloud hosting and infrastructure provider. To protect our customers, and to insure the integrity of our infrastructure, Cloudstar does not disclose the following information: financial documentation, audit logs, firewall rules and / policies, network diagrams, vulnerability assessments, internal policies, procedures or plans, disaster recovery procedures, penetration tests or any other information that could be used to exploit, hack, penetrate, breach, socially engineer, or cause harm to Cloudstar, its network or its customers.
Spamming and Illegal Activities
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
Inactive User Accounts Policy
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Cloudstar the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Cloudstar’s commercial, marketing or any similar purpose. But you grant Cloudstar permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
User Generated Content
You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Cloudstar will have the right to block access to or remove such content made available by you if Cloudstar receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Cloudstar for this purpose.
If you wish to protest any blocking or removal of content by Cloudstar, you may do by emailing [email protected]
Sample files and Applications
Cloudstasr may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Cloudstar makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
Cloudstar, the Cloudstar logo, the names of individual Services and their logos are trademarks of Keystone Management Group, LLC DBA Cloudstar. You agree not to display or use, in any manner, the Cloudstar trademarks, without Cloudstar’s prior permission with the ecception of the usage of Cloudstar’s logo on your website to show that you utilize Cloudstar services.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. CLOUDSTAR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLOUDSTAR MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM CLOUDSTAR, ITS EMPLOYEES, OWNERS, AGENTS, ASSOCIATES, SUB-CONTRACTORS, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
Limitation of Liability
YOU AGREE THAT CLOUDSTAR SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CLOUDSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL CLOUDSTAR’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED ONE CALENDAR MONTHS WORTH OF FEES PAID BY YOU TOWARDS SUCH SERVICE.
You agree to indemnify and hold harmless Cloudstar, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Cloudstar.
Arbitration and Governing Law
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Florida and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Cloudstar may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. These Terms are made under and will be governed by and construed in accordance with the laws of the State of Florida, United States of America (other than conflict of law rules).
Suspension and Termination
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Account are also subject to suspension or termination should abusive behavior or threats be directed in any way towards Cloudstar employees, agents or subcontractors or for any violation of the Cloudstar Acceptable Use Policy. Objections to suspension or disabling of user accounts should be made to [email protected] within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.
END OF TERMS OF SERVICE
If you have any questions or concerns regarding this Agreement, please contact us at [email protected]