Terms of Service
The agreement between your business and CloudIP LLC for the modules you subscribe to, and for any equipment a plan includes.
Terms of Service
The contract between the Customer and CloudIP LLC, an Illinois limited liability company, for the CloudIP platform, the modules the Customer subscribes to, and any equipment provided with a subscription.
1. Agreement and acceptance
These Terms of Service ("Terms") are a contract between CloudIP LLC, an Illinois limited liability company ("CloudIP", "we", "us"), and the business that creates a CloudIP account or subscribes to any part of the Service ("Customer" or "you").
The CloudIP Customer Agreement (the "Agreement") consists of these Terms, the Subscription, Billing and Cancellation Policy, the Equipment Lease and Return Terms (the "Equipment Terms"), the Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum, and each order you place through the CloudIP portal or that both parties sign (an "Order"). An Order states the modules, quantities, fees and term, and whether Equipment is included. The Equipment Terms apply only to an Order that includes Equipment.
You accept the Agreement when you check the agreement box and click to subscribe or pay, when you sign an Order, or when you use the Service. If you accept for a company or other organization, you represent and warrant that you have authority to bind it. If you do not agree, do not use the Service.
If the documents conflict, they apply in this order: (1) an Order signed by both parties; (2) the Data Processing Addendum, for personal data; (3) the Equipment Terms, for Equipment; (4) the Subscription, Billing and Cancellation Policy, for fees and cancellation; (5) these Terms; (6) the Acceptable Use Policy. Headings are for convenience only.
2. Business use only
The Service is offered only to businesses and professionals for business purposes, not to consumers for personal, family or household use. You confirm that you are at least 18 years old and that you use the Service for your business.
3. Definitions
- "Service" means the CloudIP cloud platform, including its websites, portal, software, modules and systems, whether or not a system includes hardware. The modules and systems CloudIP offers now include, without limitation, orders and shipping, website, point of sale, wholesale, CRM, marketing, appointments, accounting, human resources, communications, email, backup, the CloudIP Agent and the CloudIP Bridge. That list is not limited to the modules or software offered on the effective date of the Agreement. CloudIP may add, change or discontinue modules and systems, including new systems linked to hardware and software-only systems. Orders and shipping may be offered and purchased as a standalone Subscription, without a Dimensioner or other Equipment. Your Service is only the modules and systems stated in your Order.
- "Subscription" means your paid or trial right to use one or more modules of the Service for a stated period. A Subscription may be for software only, including orders and shipping alone, or, where the Order says so, may include the use of Equipment such as a Dimensioner kit.
- "Equipment" means hardware that CloudIP provides for use with a Subscription and does not sell to you, including each Dimensioner kit, as described in the Equipment Terms. Hardware CloudIP sells outright, and identifies as a purchase, is not Equipment.
- "Replacement Value" means, for one complete Dimensioner kit, Six Thousand Five Hundred United States Dollars (US $6,500). For any other item of Equipment, it means the amount stated in the Order or, if none is stated, CloudIP's then-current cost to replace that item with the same or equivalent new equipment.
- "Customer Data" means data you or your Users submit to the Service, or that the Service collects for you, including, as applicable, orders, products, buyer details, shipping labels, measurements, images, accounting, personnel, communications and other records.
- "Users" means the people you allow to use the Service under your account, such as your employees and contractors.
- "Documentation" means the help pages, instructions and in-product guidance CloudIP makes available for the Service.
4. Your account
Keep your account details accurate, including your business name, billing contact, tax information and the address where Equipment is installed.
You are responsible for your Users and for everything done under your account. Keep passwords and access codes confidential, give access only to people who need it, and tell us immediately at [email protected] if you believe your account has been used without permission.
Account administrators can add and remove Users, buy and cancel Subscriptions, and accept the Agreement for the Customer.
5. The Service
CloudIP provides the modules in your Order as described in the Documentation. Modules you have not subscribed to are not part of your Service. The modules named in the Agreement are examples of the current offer. They are not a limit on it. CloudIP may add, modify, replace or discontinue modules and systems, including systems that connect hardware to the CloudIP cloud and systems that are software only, and may sell orders and shipping as a standalone Subscription without a Dimensioner or other Equipment. Where an Order includes a Dimensioner kit, that kit is leased Equipment and the Equipment Terms apply. CloudIP will not materially reduce the core functionality of a paid Subscription during a period you have already paid for, except where security, applicable law or a third party requires it. If we must do so, we will notify you and, where reasonable, refund the unused portion of the fees paid for the affected feature.
Features marked beta, preview or early access are provided as they are, may change or stop at any time, and are not covered by any commitment in the Agreement.
Some features connect to services run by others, such as marketplaces (for example eBay), shipping carriers and label providers (for example EasyPost), payment processors, and email or telephone networks. Those services are governed by their own terms, which you are responsible for following. CloudIP is not responsible for third-party services, their availability or their changes, and may stop supporting an integration if the third party changes or ends it.
6. Software you install
Parts of the Service run on your computers or on the Equipment, including the CloudIP Agent and the CloudIP Bridge. CloudIP grants you a limited, non-exclusive, non-transferable right to install and use that software only with the Service during your Subscription.
The software updates itself automatically to stay secure and compatible. Do not block updates, disable the software's reporting, or use the software with any service other than CloudIP.
The software and the Equipment send CloudIP technical information such as hardware identifiers, software versions, status, errors and regular check-ins. CloudIP uses it to license the software, tie Equipment to your account, detect hardware changes and misuse, keep the Service secure and support you, as the Privacy Policy describes.
7. Equipment
If, and only if, an Order includes Equipment, that Equipment is and remains the sole property of CloudIP LLC. It is provided solely for use with the Service while the related Subscription is active, and you must return it when that Subscription ends. The Equipment Terms state your obligations and the fees if Equipment is lost, damaged or not returned, including the Replacement Value. A software-only Subscription creates no equipment obligation.
Hardware that CloudIP sells to you outright, and clearly identifies as a purchase rather than as included with a Subscription, becomes yours on delivery, is not Equipment, and is not subject to the Equipment Terms.
8. Fees, taxes and payment
You agree to pay the fees for your Subscriptions and for anything else you order, as shown at checkout or in an Order. Billing dates, trials, prepaid plans, automatic continuation, refunds and cancellation are explained in the Subscription, Billing and Cancellation Policy.
You authorize CloudIP and its payment processor to charge your payment method on file for all amounts when they are due, including recurring fees and the fees in the Equipment Terms.
Prices do not include taxes. You are responsible for all sales, use, lease, rental, excise, telecommunications and similar taxes and fees on your purchases, other than taxes on CloudIP's income. Where CloudIP must collect them, we add them to your invoice.
9. Customer Data
You keep all rights to your Customer Data. You allow CloudIP to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to follow your instructions and to meet legal obligations.
You are responsible for your Customer Data and for having the right to give it to us, including any notices and consents the law requires for personal data about your buyers, employees and contacts. When CloudIP processes personal data on your behalf, the Data Processing Addendum applies.
CloudIP may create and use aggregated or de-identified data that does not identify you, your Users or any person, for example to measure and improve the Service.
You can export your Customer Data at any time while your account is active and for 30 days after your last Subscription ends. After that, CloudIP deletes it as the Privacy Policy describes, unless the law requires us to keep it.
10. Acceptable use
You and your Users must follow the Acceptable Use Policy. You must not resell, sublicense or provide the Service to third parties except as the Service is designed to allow (for example, selling to your own customers through your storefront), copy or reverse engineer the Service or the Equipment, or try to get around licensing, usage limits or security controls.
11. CloudIP's rights
CloudIP and its licensors own the Service, its software, the software and images installed on the Equipment, the Documentation and all related intellectual property. The Agreement gives you only the rights it expressly states.
If you send us ideas or feedback, we may use them without any obligation to you.
12. Confidentiality
Each party will protect the other's non-public information that it receives under the Agreement with at least reasonable care, use it only for the Agreement, and share it only with people who need it and are bound by similar duties. This does not apply to information that is public, already known to the receiving party, independently developed, or lawfully received from someone else. Either party may disclose information when the law requires it, after giving notice where allowed.
13. Security
CloudIP uses administrative, technical and physical safeguards designed to protect the Service and Customer Data, as the Data Processing Addendum describes. You are responsible for securing your own devices, networks and accounts, and for the Users you give access to.
14. Support and availability
CloudIP provides support in the portal and at [email protected]. We work to keep the Service available at all times, but it may be interrupted for maintenance, updates, problems with third-party services or networks, or events outside our control. No uptime commitment or service credit applies unless an Order signed by both parties states one.
15. Measurements, labels and shipping
Where a Subscription includes a Dimensioner or another measuring feature, packages are measured by a camera, a scale or similar equipment. Measurements may be affected by placement, lighting, packaging, calibration and other conditions, and CloudIP does not warrant that any measurement is accurate. You are solely responsible for reviewing measurements and for the dimensions, weights and declared values you submit to any carrier or marketplace, and for complying with their rules. This section does not apply to a module that does not measure shipments.
CloudIP is not responsible for carrier adjustments, surcharges, chargebacks, delays, lost parcels or other decisions of a carrier or marketplace. Postage and shipping labels purchased through the Service are governed by the terms of the carrier and the label provider, and are refundable only to the extent those providers allow.
Unless CloudIP states otherwise in a writing signed by CloudIP, a scale included with Equipment is not certified legal-for-trade and must not be used to determine the price of goods sold by weight.
16. Warranties and disclaimers
CloudIP warrants that paid Services will perform materially as described in the Documentation. If they do not, tell us and we will make reasonable efforts to correct the problem. If we cannot, either party may end the affected Subscription, and CloudIP will refund prepaid fees for the unused period. This is your only remedy for a breach of this warranty. Repair and replacement of Equipment are covered by the Equipment Terms.
EXCEPT AS THE AGREEMENT EXPRESSLY STATES, THE SERVICE AND ANY EQUIPMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUDIP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR THAT ANY MEASUREMENT, LABEL OR RESULT WILL BE CORRECT.
17. Your responsibility for claims
You will defend CloudIP and its members, employees and agents against claims by third parties, and pay the resulting damages, fines, costs and reasonable legal fees, to the extent they arise from your Customer Data, your use of the Service or the Equipment in breach of the Agreement or the law, your products and shipments, or your dealings with your own customers. CloudIP will tell you promptly about the claim, let you control its defense and cooperate reasonably, at your cost.
18. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID CLOUDIP UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to your obligation to pay fees, your obligations under the Equipment Terms (including the Replacement Value and other fees for lost, damaged or unreturned Equipment), your obligations under "Your responsibility for claims", a breach of the Acceptable Use Policy, or liability that applicable law does not allow to be limited.
19. Term, suspension and termination
The Agreement starts when you accept it and continues until all your Subscriptions have ended, all Equipment has been returned and all amounts due have been paid.
CloudIP may suspend all or part of the Service, including the Service on the Equipment, if a payment is overdue after notice, if your use creates a security risk or harms the Service or others, if Equipment is reported lost or stolen or is used outside your account, or if the law requires it. We will give notice when we reasonably can and restore the Service once the reason is resolved.
Either party may end the Agreement or a Subscription if the other party materially breaches it and does not fix the breach within 30 days of written notice (10 days for non-payment). CloudIP may end it immediately for a serious breach of the Acceptable Use Policy.
When a Subscription ends, your right to use it ends, the Equipment provided with it must be returned under the Equipment Terms, and any unpaid amounts become due. If CloudIP ends a Subscription because you breached the Agreement, prepaid fees are not refunded. Provisions that by their nature should continue, including those on fees, Equipment, Customer Data, confidentiality, disclaimers, liability, claims and disputes, survive.
20. Changes to the Agreement
CloudIP may update the Agreement. We will publish the new version with its effective date and, for material changes, notify account administrators by email or in the portal at least 30 days before they take effect. The version you accepted continues to apply to a prepaid period you have already paid for, unless the law requires a change or you accept the new version. If you do not agree with a change, you can cancel before it takes effect. Using the Service after a change takes effect means you accept it.
21. Electronic acceptance and notices
You agree to accept the Agreement and to receive notices, invoices and other communications electronically. Checking the agreement box and clicking to subscribe or pay is your electronic signature and has the same effect as signing a paper contract. CloudIP keeps a record of each acceptance, including the version accepted, the date and time, the account and User, and the IP address used.
CloudIP sends notices to your account administrators' email addresses and posts them in the portal. Send notices to CloudIP at [email protected], with a copy by mail to CloudIP LLC, 1223 Violet Lane, Batavia, Illinois 60510, United States of America.
22. Governing law and disputes
CloudIP LLC is organized under the laws of the State of Illinois, and its principal place of business is 1223 Violet Lane, Batavia, Illinois 60510, United States of America. The Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before starting a legal proceeding, the parties will attempt in good faith for thirty (30) days to resolve the dispute informally. Thereafter, each party submits to the exclusive jurisdiction of the state courts located in Kane County, Illinois, and of the United States District Court for the Northern District of Illinois, and waives any objection of venue or forum non conveniens. Either party may seek injunctive relief from any court of competent jurisdiction to protect its property, Equipment, intellectual property or confidential information.
EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT. EACH PARTY AGREES THAT IT WILL BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. A judge, sitting without a jury, will decide any dispute that goes to court, and neither party may combine its claim with the claims of other customers.
23. General
- Entire agreement: the Agreement is the entire agreement about its subject and replaces earlier proposals and agreements about it. Terms in your purchase orders or other documents do not apply.
- Assignment: you may not transfer the Agreement, a Subscription or any Equipment without CloudIP's written consent. CloudIP may transfer the Agreement to an affiliate or to a successor to its business.
- Force majeure: neither party is liable for delays caused by events beyond its reasonable control. This does not excuse payment obligations.
- Export and sanctions: you will not use or export the Service or the Equipment in breach of US export control or sanctions laws, or let anyone on a US government restricted-party list use them.
- Independent parties: the parties are independent contractors. The Agreement has no third-party beneficiaries.
- Severability and waiver: if any provision cannot be enforced, it will be modified to the minimum extent needed to make it enforceable, and the rest remains in effect. A failure to enforce a right is not a waiver of it.
- Construction: "including" means "including, without limitation." "Or" is not exclusive. The Agreement is not construed against the drafter.
- Language: the Agreement is in English, which controls over any translation.
24. Contact
CloudIP LLC, 1223 Violet Lane, Batavia, Illinois 60510, United States of America. Legal: [email protected]. Support: [email protected]. Privacy: [email protected]. Security: [email protected].