ACCEPTING THE TERMS

By accessing or using our Services, you confirm that you can form a binding contract with MrCloud, that you accept these Terms and that you agree to comply with them. You also agree to comply with our Acceptable Use Policy (as amended from time to time), which is hereby incorporated into these Terms. Both the Terms and Acceptable Use Policy apply to your use of the Services. Your access to and use of our Services may also be subject to additional terms which are made available to you from time to time. The terms and conditions of any additional agreement can be found directly on the Platform, on our website, or by request, and are incorporated herein by reference. Access to the Services from jurisdictions where the contents or practices of the Services are illegal, unauthorized or penalized is strictly prohibited. If you do not agree to these Terms, you must not access or use our Services. You accept the Terms by accessing or using our Services. You understand and agree that we will treat your access to or use of the Services as acceptance of the Terms from that point onwards. These Terms are effective from the date you first access or use the Services unless earlier terminated in accordance with these Terms.

INDIVIDUAL USER, AUTHORIZED USER AND CUSTOMER

You may access or use the Services as (1) an individual user or (2) a user being authorized or invited to use parts of the Services by your employer or other third party that is referred to as the “Customer” who has entered into a subscription with us. For the individual user, you may employ the Services by registering a personal account and access the Services for personal use, or you may access some Services for personal use without registering a personal account. By login or other proper operations, you may upload, review or delete the User Content or personal data in your sole discretion as permitted by law and these Terms. For the second type of user, you will be deemed as an “Authorized User” of associated Customer. The Customer will be allocated their own dedicated Workplaces on the Services in connection with Customer’s subscription to the Services (each, a “Workplace”). Customer may invite you to use their Workplace or certain aspects of the Services by sending you (or directing us to send you) a verification code, invite-link or other means of authorizing you to create an account on the Customer’s Workplace or access parts of the Services. You agree not to share or distribute the verification code, invite-link or other authorization method you receive with or to any other persons other than administrative personnel of the Customer that invited you to use the applicable Workplace. Further, with respect to the Authorized User, when you submit content or information to a Customer’s Workplace or otherwise through your use of the Services, including messages, chats, documents, calendar events, information, communications, apps or User Content (as defined in Section 8) and any other content (“Customer Data”), the ownership of such Customer Data will be as set forth in an agreement between you and the applicable Customer that manages such Workplace. In the absence of any such agreement, you acknowledge and agree that Customer owns all rights to and control any such Customer Data that is submitted, posted, stored or otherwise made available on its Workplace. You agree that we may provide Customer with many tools and controls over your use of their Workplaces and the Customer Data submitted, posted, stored or otherwise made available on to such Workplaces. For example, Customer has complete access to and control over the Customer Data, may enable or disable your access to their Workplaces, review, edit and remove the Customer Data, grant access to the Customer Data to third parties, enable or disable third party integrations, manage your permissions, retention and export settings when on Customer’s Workplace, and many other choices. If you are using the Workplace of a Customer who employs or engages you as a contractor, you acknowledge that such Workplace as used by you under such circumstances are a Workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply in connection with such use of the Services.

YOUR ACCOUNT WITH US

For the Services requiring an account to access, you must create an account as appropriate. When you create an account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us in order to keep such information current and complete. It is important that you keep your account password confidential and that you do not disclose it to any third party. If you know or suspect that any third party knows your password or has accessed your account, you must promptly notify us. You agree that you are solely responsible (to us and others) for all activities that occur under your account. We reserve the right to disable your user account at any time if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. For certain Services that do not require an account to access, you agree to comply with these Terms for the use of that Services. We reserve the right to terminate your access to all or part of the Services at any time if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.

YOUR ACCESS TO AND USE OF OUR SERVICES

As between you and MrCloud, content on the Services (except User Content), including the text, software, logos, patents, trademarks, service marks, copyrights, and “look and feel” of the Services, and all intellectual property rights related thereto (“MrCloud Content”), is either owned or licensed by MrCloud. Subject to the terms and conditions of these Terms, we grant you a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to access and use the Services and to access the MrCloud Content solely through your use of the Services. We reserve all rights not expressly granted herein in the Services and the MrCloud Content. You acknowledge and agree that we may terminate this license at any time for any reason or for no reason at any time. You may access MrCloud Content for your use solely as permitted under these Terms. Use of MrCloud Content or materials from the Services for any purpose not expressly permitted by these Terms is strictly prohibited. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any MrCloud Content for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content. You acknowledge that we have no obligation to pre-screen, monitor, moderate, review, or edit any User Content (as defined in paragraph 8 below). You further understand and acknowledge that, as the Services allow users to post their own User Content for viewing by other users, you may be exposed to content through the use of the Services that is offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal, equitable or other rights or remedies you have or may have against MrCloud with respect thereto. You acknowledge that our automated systems may analyze content that you share with us including emails that you may choose to share through your use of Third Party Integrations to detect spam and malware including when content is sent, received and saved. Your access to and use of the Services is subject to your compliance with these Terms and the Acceptable Use Policy. We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason. Some of the reasons we may remove or disable access to content may include finding the content to be objectionable, in violation of these Terms, or otherwise harmful to the Services or our users.

SUBSCRIPTIONS FROM CUSTOMERS

Customers can subscribe for, access and use free Services without a payment requirement. Paid Services can be subscribed through MrCloud Site. Customer shall comply with the terms under the subscription terms, including but not limited to, not exceeding the number of Authorized Users. MrCloud may, upon reasonable advance written notice to You, audit Your use of the Services. If an audit reveals that You have used the Services beyond the scope of these Terms, in addition to any other remedies MrCloud may have, You shall cure such breach within thirty (30) days of written notice from MrCloud by paying all applicable subscription fees which were due and payable by You at the time You exceeded the scope of Your subscription or failed to pay such fees. Customer agrees to pay the applicable fees and taxes for all subscriptions. Customer agrees that we may calculate taxes payable by Customer based on the billing information provided at the time of purchase. We reserve the right to change our subscription plans or adjust pricing for the Services in any manner and at any time as we may determine at our sole and absolute discretion. Except as otherwise provided in these Terms, any price changes or changes to Customer’s subscription plan will take effect following reasonable notice to Customer. All subscriptions are payable in accordance with the payment terms in effect at the time the subscription becomes payable. Payment can be made by credit card, debit card, or other means that we may make available. Subscriptions will not be processed until payment has been received in full. In the event Customer elects to enable an automatic payment function (where applicable), Customer’s subscription will automatically renew for additional periods further to the end of the preceding subscription term, and Customer’s payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, Customer must cancel at least thirty (30) days before the subscription period renewal date by disenabling the automatic payment function. We reserve the right to provide a written notice by email of non-renewal to You at least thirty (30) days prior to the subscription period renewal date. Notwithstanding the foregoing, such online subscription procedure and availability shall be subject to MrCloud’s sole discretion. Except as expressly set forth in these Terms, payments for any subscriptions to the Services are nonrefundable and there are no credits for partially used periods. Any fees not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. If Customer fails to pay the applicable subscription fees on a timely basis, in addition to all other rights and remedies available to us by law or under these Terms (including in Section 14 (Term; Termination), we may disable access to any paid Services until all overdue amounts are paid in full. If Customer’s account is downgraded or disabled, Customer and its Authorized Users and its Individual Users will lose access to certain features and functionality of the Services and may lose access to certain Customer Data. We shall in no way be responsible for any loss of data or Customer Data because of the Customer’s failure to pay applicable subscription fees. For clarity, in the event Customer downgrades any subscriptions from a Paid plan to a Free plan, Customer will remain responsible for any unpaid fees under the Paid plan, and Services under the Paid plan will be deemed fully performed and delivered upon expiration of the initial Paid plan subscription term. Taxes. Unless otherwise stated, MrCloud’s fees and pricing do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If MrCloud has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide MrCloud with a valid tax exemption certificate authorized by the appropriate taxing authority. For the avoidance of any doubt, in the event withholding taxes are levied by local tax authority in respect of the payments under this Agreement, You will be responsible for such taxes and make a payment without any deduction to MrCloud, grossing up the amount paid as may be necessary. You shall indemnify and hold MrCloud harmless from and against any penalties, interest, or other tax liability arising from (a) any failure by You to pay any applicable Taxes, and/or (b) any tax exemption certificate provided by You under this Section.

FREE TRIALS AND BETA PRODUCTS

We may, at our sole discretion, allow a Customer to sign up for a trial of the Paid Services for a specified number of days (a “Trial Subscription”). Once the Trial Subscription is cancelled or terminated, it will be downgraded or disabled and Customer can NOT sign up for a trial of the Paid Services anymore. At any time and without notice, MrCloud reserves the right to (a) modify the terms and conditions of any Trial Subscription or Free Services, or (b) cancel any Trial Subscription or Free Services at any time. Occasionally, we offer certain new features that will be identified as “beta” or “pre-release,” or similar wording (each, a “Beta Product”). Beta Products are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply to Customer’s use of Beta Products

MRCLOUD APP DIRECTORY AND INTEGRATIONSS

The Services include the ability to use MrCloud and/or certain third party developed applications and/or software that complement your use of the Services (each, an “Integration”). All Integrations developed by MrCloud (the “MrCloud Integration”) and third parties (the “Third Party Integration”, if any) available are listed in the MrCloud App Directory and you may select and install such Integrations of your choice through the MrCloud App Directory. We do not control your use of such Third Party Integrations and any use of such Third Party Integrations is solely at your discretion and between you and the applicable third party provider. We do not warrant the performance, availability, safety or reliability of any such Third Party Integrations and are not responsible for the applicable third party provider’s performance or failure to perform in any respect. Your access and use of the Third Party Integrations is solely at your own risk is subject to the terms and conditions of use and privacy policy(ies) applicable to such Third Party Integrations.

FEEDBACK

If you elect to provide any feedback or comments to MrCloud related to the Services (“Feedback”), all such Feedback shall be the sole and exclusive property of MrCloud, and you hereby assign any right, title or interest you may have in such Feedback to MrCloud. MrCloud shall have the right to use and disclose such Feedback in any manner and for any purpose in MrCloud’s discretion without remuneration, compensation or attribution to you, provided that MrCloud is under no obligation to review, consider, or implement such Feedback. Notwithstanding anything herein to the contrary, MrCloud may use and publish your testimonials and Feedback regarding the Services in publications, presentations and marketing assets used by MrCloud.

USER CONTENT

Without prejudice to Section 3, users may be permitted to upload, post, submit, create or send digital information or materials (“User Content”) to or through the Services. Users may also overlay or add graphics, stickers, emojis and other elements provided by MrCloud (“MrCloud Elements”) onto User Content and transmit User Content through the Services. The information and materials in the User Content, including User Content that incorporates MrCloud Elements, have not been verified or approved by us. MrCloud does not endorse any User Content submitted to or sent through the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein. Whenever you make use of a feature that allows you to upload or transmit User Content through the Services or allows you to make contact with other users of the Services, you must comply with the standards set out in Section 5 “Your Access to and Use of Our Services” above. You acknowledge and agree that any such User Content that you upload, transmit or otherwise make available through the Services does comply with those standards. Note that other users may continue to use and allow other persons to use your User Content independently, even after such User Content has been deleted from the Services, for example, if the user has created copies of your User Content and stored such User Content on their own account. You shall be solely responsible for your own User Content and the consequences of posting, submitting or sending your User Content on or to the Services. You further agree that you will not submit to the Services any User Content or other material that is contrary to applicable local, national, and international laws and regulations. We accept no liability in respect of any content submitted by users of the Services. Note also that while we may allow you to store certain User Content on the Services, such as Documents, chat histories, images, calendar events, and other types of content, we make no guarantee of the availability of such User Content. We have the right to remove any User Content (including Messages or Documents you upload to the Workplace) without prior notice if, in our opinion, your User Content does not comply with the Terms including the content standards set out in Section 5 “Your Access to and Use of Our Services” above. If you wish to complain about information and materials uploaded by other users please contact us at [email protected]. MrCloud takes reasonable measures to expeditiously remove from our Services any infringing material that we become aware of. It is MrCloud’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users of the Services who infringe copyrights or intellectual property rights of others.

DATA PRIVACY AND SECURITY

The use of the Services shall be subject to MrCloud’s Privacy Policy. By accessing the Platform, you acknowledge and agree that you are above the legal age in your jurisdiction and have read, understood and accepted the terms of MrCloud’s Privacy Policy. If you do not accept MrCloud’s Privacy Policy, you should not use the Platform. If you are under the legal age in your jurisdiction, you must have your parent or legal guardian’s consent to use the Platform and to accept MrCloud’s Privacy Policy. In addition, MrCloud’s Privacy Policy may be updated from time to time to reflect changes to applicable laws, regulations, standards, industry codes or other instruments of a similar nature, or to reflect changes, updates or new features to the Services. By continuing to access or use the Services after any updates to MrCloud’s Privacy Policy, you shall be deemed to have read, understood and accepted such updates. We will use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Personal Data. Notwithstanding the foregoing, we cannot guarantee any transmissions made on or through the Internet by you will be secure or confidential. You acknowledge and agree that any content or information you submit or transmit to us via the Internet (including but not limited to e-mails) are not protected by encryption, and may be vulnerable to interception during transmission. You further acknowledge that if you elect to use the Services’ public features, any data provided therein may become publicly accessible.

INTELLECTUAL PROPERTY RIGHTS

We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Services, you agree not to use the Services to infringe any intellectual property rights, for example uploading or sharing copyrighted material of a third party without their consent. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.

INDEMNITY

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless MrCloud, its parent company, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representations and warranties under these Terms.

EXCLUSION OF WARRANTIES

Nothing in these terms shall affect any statutory rights that you cannot contractually agree to alter or waive and are legally always entitled to as a consumer. The services are provided “as is” and we and MRCLOUD’s licensors make no warranty or representation to you with respect to them. In particular we do not represent or warrant to you that: ​​your use of the services will meet your requirements;  ​​your use of the services will be uninterrupted, timely, secure or free from error; and  Defects in the operation or functionality of any software provided to you as part of the services will be corrected.  To the extent permitted by law, no conditions, guarantees, warranties or other terms (including any implied terms as to satisfactory quality or fitness for purpose) apply to the services except to the extent that they are expressly set out in the terms. We may change, suspend, withdraw or restrict the availability of all or any part of our services for business and operational reasons at any time without notice. For the authorized user, as between us and customer, you agree that it is customer’s responsibility to (a) inform you and any other authorized users of any relevant customer policies and practices and any settings that may impact your use of the customer’s workplace and the processing of customer data; (b) obtain any rights, permissions or consents from you and any authorized users that are necessary for the lawful use of customer data and your use of the customer’s workplace; (c) ensure that the transfer and processing of customer data under these terms is lawful; and (d) respond to and resolve any dispute with you and any authorized user relating to or based on customer data, your use of the workplaces or any other service or customer’s failure to fulfill these obligations.

LIMITATION OF LIABILITY

Nothing in these terms shall exclude or limit our liability for losses which may not be lawfully excluded or limited by applicable law. Notwithstanding the foregoing, we and MRCLOUD’s licensors shall not be liable to you for: ​(i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; (iv) any loss of data suffered by you; or (v) any indirect or consequential losses which may be incurred by you. Our maximum aggregate liability to you for any breach of these user terms of services is one hundred Hong Kong dollars (HK$100) in the aggregate. The foregoing disclaimers will not apply to the extent prohibited by applicable law and do not limit either party’s right to seek and obtain equitable relief.  Any loss or damage which may be incurred by you as a result of:  Any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the service;  Any changes which we may make to the services, or for any temporary cessation in the provision of the services (or any features within the services);  The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services;  ​​your failure to provide us with accurate account information; or  ​​your failure to keep your password or account details secure and confidential.  These limitations on our liability to you shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising. You are responsible for any mobile charges that may apply to your use of our services, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the services. To the fullest extent permitted by law, any dispute you have with any third party arising out of your use of the services, including, by way of example and not limitation, any carrier, copyright owner or other user, is directly between you and such third party, and you irrevocably release us and our affiliates from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

DATA USAGE

Using the Services on mobile applications may use some of your data allowance available on the data plan to which you have subscribed with your mobile network operator. International usage may lead to significantly higher costs than regular usage, and you are solely responsible for keeping yourself informed and paying for any possible charges levied by your mobile network operator.

OTHER TERMS

SUPPLEMENTAL TERMS – APP-STORE OR JURISDICTION-SPECIFIC