Terms of Service

These terms of service (“Terms“) cover your use and access to our services, client software and websites (“Services“). Your agreement is with Think Tank Innovations Ltd. Our Privacy Policy explains how we collect and use your information while our Acceptable Use Policy outlines your responsibilities when using our Services. By using our Services, you’re agreeing to be bound by these Terms, and to review our Privacy and Acceptable Use policies. If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization.

Your Property & Your Permissions

When you use our Services, you provide us with things like your files, content, email messages, contacts and so on (“Your Property“). Your Property is yours. These Terms don’t give us any rights to Your Property except for the limited rights that enable us to offer the Services.

We need your permission to do things like hosting Your Property, backing it up, and sharing it when you ask us to. Our Services also provide you with features like photo thumbnails, document previews, email organization, easy sorting, editing, sharing and searching. These and other features may require our systems to access, store and scan Your Property. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

Sharing Your Property

Our Services let you share Your Property with others, so please think carefully about what you share.

Your Responsibilities

You’re responsible for your conduct, Your Property and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download or share content unless you have the right to do so.

We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren’t responsible for the content people post and share via the Services.

Please safeguard your password to the Services, make sure that others don’t have access to it, and keep your account information current.

Finally, our Services are not intended for and may not be used by people under the age of 13. By using our Services, you are representing to us that you’re over 13.

Our Stuff

The Services are protected by copyright, trademark, and other Canadian and foreign laws. These Terms don’t grant you any right, title or interest in the Services, others’ content in the Services, NorthCloud trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.

Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our Copyright Policy. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services can be contacted at info@NorthCloud.ca.

Paid Accounts

Billing. You can increase your storage space and add paid features to your account (turning your account into a “Paid Account“). We’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so.

No Refunds. You may cancel your NorthCloud Paid Account at any time but you won’t be issued a refund unless it’s legally required.

Downgrades. Your Paid Account will remain in effect until it’s cancelled or terminated under these Terms. If you don’t pay for your Paid Account on time, we reserve the right to suspend it or reduce your storage to free space levels.

Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.

NorthCloud Business

Email address. If you sign up for a NorthCloud account with an email address provisioned by your employer, your employer may be able to block your use of NorthCloud until you associate your NorthCloud account with a personal email address.

Termination

You’re free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you’re not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services. Except for Paid Accounts, we reserve the right to terminate and delete your account if you haven’t accessed our Services for 12 consecutive months. We’ll of course provide you with notice via the email address associated with your account before we do so.

Services “AS IS”

We strive to provide great Services, but there are certain things that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, NORTHCLOUD AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR NORTHCLOUD’S OR ITS AFFILIATES’ FRAUD, FRAUDULENT MISREPRESENTATION, OR GROSS NEGLIGENCE, IN NO EVENT WILL NORTHCLOUD, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR:

(A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR

(B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THIS WILL BE REGARDLESS OF WHETHER OR NOT NORTHCLOUD OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ADDITIONALLY, NORTHCLOUD, ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES FOR MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO NORTHCLOUD FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION.

Some places don’t allow the types of limitations in this paragraph, so they may not apply to you.

Resolving Disputes

We want to address your concerns without needing a formal legal case. Before filing a claim against NorthCloud, you agree to try to resolve the dispute informally by contacting          @NorthCloud.ca. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or NorthCloud may bring a formal proceeding.

You and NorthCloud agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the provincial courts of Calgary, Alberta, subject to the mandatory arbitration provisions below. Both you and NorthCloud consent to venue and personal jurisdiction in such courts.

IF YOU’RE A CANADIAN RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
We Both Agree To Arbitrate. You and NorthCloud agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by clicking here and submitting the opt-out form within 30 days of first accepting these Terms.

Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Vancouver, British Columbia, or any other location we agree to.

Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. NorthCloud will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. NorthCloud will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate. Either you or NorthCloud may assert claims, if they qualify, in small claims court in Vancouver, British Columbia. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Vancouver, British Columbia to resolve your claim.

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Controlling Law

These Terms will be governed by the laws of Canada and the Province of British Columbia except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.

Entire Agreement

These Terms constitute the entire agreement between you and NorthCloud with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

NorthCloud’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. NorthCloud may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.

Posted: March 16, 2016