Welcome to Cloudgirlfriend.com! This agreement (this "Agreement" or the "Terms of Service") describes the terms on which Cloud Girlfriend, LLC ("Cloud Girlfriend") offer you access to Cloudgirlfriend.com. "Cloudgirlfriend.com" or the "Service" means the online service offered by Cloud Girlfriend, including its Websites, Servers, and User Content (as those terms are defined in this Agreement). This offer is conditioned on your agreement to all of the terms and conditions contained in the Terms of Service, including the policies and terms linked to or otherwise referenced in this Agreement.
By using Cloudgirlfriend.com, you agree to the following Terms of Service. If you do not so agree, you should decline this Agreement, in which case you will be prohibited from accessing or using Cloudgirlfriend.com.
This Agreement may be changed by Cloud Girlfriend effective immediately by notifying you as provided in Section 13.4 below; provided that Material Changes will become effective thirty (30) days after such notification. By continuing to access or use Cloudgirlfriend.com after the effective date of any such change, you agree to be bound by the modified Terms of Service. A "Material Change" is a change to this Agreement which reduces your contractual rights or increases your responsibilities under this Agreement in a significant manner.
By accepting this Agreement in connection with an Account, you represent that you are at least 18 years of age and you have the legal authority to enter into this Agreement. If you are at least 13 years of age and less than 18 years of age, you represent that (i) your parent or legal guardian has consented to your having an Account in Cloudgirlfriend.com, participating in the Service, and providing your personal information in connection with the Service; and (ii) your parent or legal guardian has read and accepted this Agreement on your behalf. If you are under 13 years of age, then you are not eligible to use Cloudgirlfriend.com.
Cloudgirlfriend.com is for personal use only. You represent and warrant that you are an individual and that your use is not connected to any business or organizational use.
You may not use or register to use Cloudgirlfriend.com (i) for the duration of your suspension if you have been suspended from the Service by Cloud Girlfriend; (ii) at any time if you have been terminated from the Service by Cloud Girlfriend; or (iii) at any time if you are a person barred from receiving the Services under applicable law.
You must establish an Account with Cloud Girlfriend to use the Service, except for those portions of the Websites which Cloud Girlfriend allows users to access without registration. You may establish one or more additional Accounts, provided that your existing Account is in good standing and you are otherwise in full compliance with this Agreement. You may not transfer or assign your Account and its contractual rights, licenses and obligations, to any third party without the prior written consent of Cloud Girlfriend.
You agree to provide accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and to use the account management tools provided to keep your Registration Data accurate, current and complete.
You may establish an Account with Registration Data provided to Cloud Girlfriend by a third party who provides a gateway to our Service, in which case you may have a separate, additional account relationship with such third party. This relationship in no way modifies, lessens or alters your obligations under these Terms of Service. Access to Cloudgirlfriend.com through third parties may be available or discontinued at the discretion of Cloud Girlfriend. You acknowledge that Cloud Girlfriend is not liable for the acts or omissions of such third parties, which are not the partner or representative of Cloud Girlfriend or endorsed or controlled by Cloud Girlfriend.
You must choose an account name to identify yourself to Cloud Girlfriend staff in connection with your Account (your "Account Name"), which will also serve as the name for your graphical representation within the Service under this Account (your "Avatar"). You may not select as your Account Name any name that Cloud Girlfriend determines may cause deception or confusion; may violate any trademark right, copyright, or other proprietary right or mislead other users regarding your identity or affiliation; or any name that Cloud Girlfriend determines in its discretion to be vulgar, offensive, or otherwise inappropriate. Cloud Girlfriend reserves the right to delete or change any Account Name that violates this paragraph, and will have no liability regarding the use or deletion of any Account Name.
You are responsible for all activities conducted through your Account. In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Account, we may suspend or terminate your Account (or Accounts) as described in Section 11.
At the time your Account is opened, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any harm resulting from your disclosure, or authorization of the disclosure of your password or from any person's use of your password to gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of your password to any other person is at your own risk.
Certain aspects of the Service may be provided for a fee or other charge. These fees and charges will be disclosed as they are made available.. If you elect to use paid aspects of the Service, you agree to the pricing, payment and billing policies posted on the Websites applicable to such fees and charges, plus VAT or other taxes as applicable, including as set forth in the billing policies. Cloud Girlfriend may add new services for additional fees and charges, or prospectively amend fees and charges for existing services.
You acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by Cloud Girlfriend continue to be valid and sufficient for such purposes. Cloud Girlfriend may exercise its suspension or termination rights as provided in Section 11.3 in the event of any payment delinquency.
Cloud Girlfriend does not accept returns or provide refunds of products or services purchased from Cloud Girlfriend. For disclosure purposes, the legal name under which Cloud Girlfriend does business is Cloud Girlfriend, LLC and the address from which business is conducted is 300 Main St. Ste 300 Boise ID 83702.
"Account" means the entirety of your contractual rights and obligations under this Agreement associated with a particular Account Name you have selected for accessing the Service.
"Content" means any works of authorship, creative works, graphics, images, textures, photos, logos, sounds, music, video, audio, computer programs, applications, animations, gestures, text, objects, primitives, scripts, and interactive features.
"Intellectual Property Rights" means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.
"Cloudgirlfriend.com" or the "Service" is the multi-user online service offered by Cloud Girlfriend and includes the Websites, Servers, and User Content.
"Servers" are the online environments that support the Service, including without limitation: the server computation, electronic data storage, software access, messaging and protocols that simulate the Cloudgirlfriend.com environment.
"User Content" means any Content that a user of the Service has uploaded, published, or submitted to or through the Servers, Websites, or other areas of the Service.
"Websites" are the websites and services available from the domain and any subdomains of http://cloudgirlfriend.com and any related or successor domains from which Cloud Girlfriend may offer services.
Cloud Girlfriend has the right to change and/or eliminate any aspect(s), features or functionality of the Service as it sees fit at any time without notice, and Cloud Girlfriend makes no commitment, express or implied, to maintain or continue any aspect of the Service. You acknowledge that your use of the Service is subject to this risk and that you knowingly assume it and make your decisions to participate in the Service, contribute Content and spend your money accordingly.
You understand that Cloud Girlfriend is a service provider that enables its users to interact online and display and communicate information and Content chosen by those users, and that users likewise can alter the service environment on a real-time basis. Cloud Girlfriend does not control or endorse the Content of communications between users or users' interactions with each other or the Service.
You acknowledge that you will be exposed to various aspects of the Service involving the conduct, Content, and services of users, and that Cloud Girlfriend does not control and is not responsible or liable for the quality, safety, legality, truthfulness or accuracy of any such user conduct, User Content, or user services. You acknowledge that Cloud Girlfriend does not guarantee the accuracy of information submitted by any user of the Service, nor any identity information about any user. Your interactions with other users and your use and purchase of User Content or user services are entirely at your own risk.
You agree that Cloud Girlfriend has and may exercise the right in its sole discretion to pre-screen, refuse, or delete any Content or services from the Service or disable any user's access to the Service without notice or liability to you or any other party, including upon our belief that such user's conduct, Content, services, or use of the Service is potentially illegal, threatening, or otherwise harmful to any user or other person or in violation of our Terms of Service or other policies.
Intellectual property infringement on the Service is a violation of this Terms of Service, and you agree not to engage in such infringement. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act and to terminate the accounts of repeat infringers in appropriate circumstances. We operate an intellectual property complaint process for complaints that User Content infringes another's intellectual property. Cloud Girlfriend reserves the right to disable, delete or terminate, without notice, any user's Content or access to the Service if that user is determined by Cloud Girlfriend to infringe or repeatedly infringe.
Cloud Girlfriend may on occasion need to interrupt the Service with or without prior notice. You agree that Cloud Girlfriend will not be liable for any interruption of the Service (whether intentional or not), and you understand you will not be entitled to any refunds of fees or other compensation for interruption of service.
Likewise, you agree that in the event of data loss, we will not be liable for any purported damage or harm arising therefrom. Cloud Girlfriend owns the bits and bytes of electronic data stored on its Servers, and accordingly will not be liable for any deletion, corruption or data loss that occurs in connection with the Service. Cloud Girlfriend will solely determine any disposition of the electronic data stored on its Servers and will have no obligation to reproduce, process, transfer, extract or recreate any data from its Servers. Our ownership of these bits and bytes of electronic data stored on our Servers does not limit or impair any Intellectual Property Rights you may have in your Content as set forth in Section 7.1 below.
The Service may include virtual currency or tokens, each of which constitutes a limited license permission to use features of the Service. Cloud Girlfriend may or may not charge fees to acquire or use such virtual tokens or currency, and these fees may change at any time. You acknowledge that any Cloud Girlfriend tokens or currency are not real currency or any type of financial instrument and are not redeemable for any sum of money from Cloud Girlfriend at any time. You agree that Cloud Girlfriend has the right to manage, regulate, control, and/or modify the license rights underlying such tokens or currency as it sees fit and that Cloud Girlfriend will have no liability to you based on its exercise of this right. Cloud Girlfriend makes no guarantee as to the nature, quality or value of the features of the Service that will be accessible through the use of Cloud Girlfriend tokens or currency, or the availability or supply of tokens or currency.
You retain any and all Intellectual Property Rights you already hold under applicable law in Content you upload, publish, and submit to or through the Servers, Websites, and other areas of the Service, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of other users or Cloud Girlfriend in Content that you may use or modify.
In connection with Content you upload, publish, or submit to any part of the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Cloud Girlfriend and users of Cloudgirlfriend.com to use the Content in the manner contemplated by the Service and these Terms of Service.
Because the law may or may not recognize certain Intellectual Property Rights in any particular Content, you should consult a lawyer if you want legal advice regarding your legal rights in a specific situation. You acknowledge and agree that you are responsible for knowing, protecting, and enforcing any Intellectual Property Rights you hold, and that Cloud Girlfriend cannot do so on your behalf.
You agree that by uploading, publishing, or submitting any Content to or through the Servers, Websites, or other areas of the Service, you hereby automatically grant Cloud Girlfriend a non-exclusive, worldwide, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content solely for the purposes of providing and promoting the Service.
You understand that this license enables Cloud Girlfriend to display, distribute, promote, and improve the Service. You agree that the license includes the right to copy, analyze and use any of your Content as Cloud Girlfriend may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section 7.2 is referred to as the "Service Content License."
You agree that by uploading, publishing, or submitting any Content to any publicly accessible areas of the Service, you hereby grant each user of Cloudgirlfriend.com a non-exclusive license to access the User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display, or otherwise on the Service solely as permitted by you through your interactions with the Service under these Terms of Service. This license is referred to as the "User Content License," and the Content being licensed is referred to as "User Content."
"Publicly accessible" areas of the Service are those areas that are accessible to other users of Cloudgirlfriend.com. If you do not wish to grant users of Cloudgirlfriend.com a User Content License, you agree that it is your obligation to avoid displaying or making available your Content to other users.
You acknowledge that when you receive a User Content License you receive only licensing and use rights: You therefore do not acquire ownership of any copies of the Content, or transfer of any copyright or other Intellectual Property Rights in the Content. You acknowledge that with respect to the use of the words "Buy" and "Sell" as used in this Agreement and throughout the Service in the context of User Content: (a) the term "Sell" means "to grant a User Content License in exchange for Cloud Girlfriend tokens or currency or other consideration in accordance with the Terms of Service," (b) the term "Buy" or "Purchase" means "to receive a User Content License in exchange for Cloud Girlfriend tokens or currency or other consideration in accordance with the Terms of Service," and (c) the terms "Buyer," "Seller," "Sale" and "Purchaser" and similar terms have corresponding meanings to their root terms.
You may delete copies or instances of your Content that you have submitted through the normal functionality of the Service. In such event, the licenses granted by you in this Section 7 shall terminate in the manner provided below, but only for those particular copies or instances of Content that you have deleted from the Service.
You acknowledge that this termination will not apply to any other copies or instances of the same Content that you have not specifically deleted from the Service, including those that may be in the Account inventories of other users to whom you transferred copies.
You also acknowledge that the Service Content License granted to Cloud Girlfriend with respect to your Content will survive any such termination solely as follows to permit Cloud Girlfriend: (i) to retain server copies of particular instances of your Content, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section 7 for any other copies or instances of the same Content that you have not specifically deleted from the Service, including those that may be displayed elsewhere.
Cloud Girlfriend owns Intellectual Property Rights in and to the Service, except all User Content, including the Cloud Girlfriend Software, the Websites, the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the "Cloud Girlfriend Marks"). You understand that such Intellectual Property Rights are apart from any rights you may have in Content you upload, publish or submit to the Service, as discussed above. You acknowledge and agree that Cloud Girlfriend and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Content.
Use of the Cloud Girlfriend Marks in whole or in part, including without limitation "Cloudgirlfriend.com," "Cloud Girlfriend," and the Cloud Girlfriend logo, is subject to the guidelines and terms of any applicable license provided by Cloud Girlfriend. You understand and agree that without a written license agreement with Cloud Girlfriend, we do not authorize you to make any use of the Cloud Girlfriend Marks.
Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Content, and in and to the Cloud Girlfriend Marks are reserved by Cloud Girlfriend. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the Cloud Girlfriend Marks.
Cloud Girlfriend hereby grants you a non-exclusive, non-transferable, non-sublicenseable, limited, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon you and each of your Accounts remaining active, in good standing, and in full compliance with these Terms of Service. Additional terms may apply to certain elements of the Service; these terms are available where such separate elements are made available on the Websites. If there is any contradiction between any additional terms and these Terms of Service, then the additional terms shall take precedence only in relation to that particular element of the Service.
Use of the Cloud Girlfriend Software is subject to these Terms of Service and the terms of any applicable End User License Agreement (EULA) provided with such software. With respect to the source code for the Viewer and any other Cloud Girlfriend Software that has been released by Cloud Girlfriend under an open source license, such software source code must be used in accordance with the applicable open source license terms and conditions.
If no EULA is provided with any Cloud Girlfriend Software, such software is subject to the license terms set forth in this Section. Cloud Girlfriend hereby grants you a nonexclusive, non-transferable, non-sublicensable, revocable, limited license to install and use the object code of the Cloud Girlfriend Software on any computer that you own or control. You may not charge any third party for using the Cloud Girlfriend Software, and you may not modify, adapt, reverse engineer (except as otherwise permitted by applicable law notwithstanding such limitation), decompile or attempt to discover the source code of the Cloud Girlfriend Software, or create any derivative works of the Cloud Girlfriend Software, or otherwise use the Cloud Girlfriend Software except as expressly provided in this Agreement.
Any use of the Service, including Content on the Service, other than as specifically authorized in this Agreement, without the prior written permission of Cloud Girlfriend, is strictly prohibited and will terminate all licenses granted herein.
You agree that you will not upload, publish, or submit to any part of the Service any Content that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload, publish, or submit the Content and to grant Cloud Girlfriend and users of the Service all of the license rights granted in these Terms of Service.
You acknowledge that the Content of the Service is provided or made available to you under license from Cloud Girlfriend and independent Content providers, including other users of the Service ("Content Providers"). You acknowledge and agree that except as expressly provided in this Agreement, the Intellectual Property Rights of Cloud Girlfriend and other Content Providers in their respective Content are not licensed to you by your mere use of the Service. You must obtain from the applicable Content Providers any necessary license rights in Content that you desire to use or access.
Cloud Girlfriend reserves the right, but is not obligated to use technological measures designed to prohibit the copying, transfer, or distribution of Content outside the Service when we in good faith believe that such copying, transfer, or distribution would or might violate the Intellectual Property Rights of our users, Cloud Girlfriend, or third parties.
You copy and use Content at your own risk. You are solely responsible and liable for your use, reproduction, distribution, modification, display, or performance of any Content in violation of any Intellectual Property Rights. You agree that Cloud Girlfriend will have no liability for, and you agree to defend, indemnify, and hold Cloud Girlfriend harmless for, any claims, losses or damages arising out of or in connection with your use, reproduction, distribution, modification, display, or performance of any Content.
You agree to read and comply with the Community Standards as may be posted and updated from time to time on the applicable areas of the Websites.
You agree that you will not:
(i) Post, display or transmit Content that violates any law, or the rights of any third party including without limitation Intellectual Property Rights;
(ii) Impersonate any person or entity without their consent, or otherwise misrepresent your affiliation, or if you are an adult, impersonate a minor for the purpose of interacting with a minor using the Service;
(iii) Stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct on the Service;
(iv) Post, display or transmit any material, object or text that encourages, represents, or facilitates sexual "age play," i.e., using child-like avatars in a sexualized manner.
Incidents under sections (iii) and (iv) above are grounds for immediate termination. You understand and agree that we may report any and all such incidents -- and any and all of your corresponding personal information -- to any authorities we deem appropriate, whether or not it in and of itself violates the law of your (or any) jurisdiction.
(v) Post, display or transmit Content that is harmful, threatening or harassing, defamatory, libelous, false, inaccurate, misleading, or invades another person's privacy;
(vi) Post, display or transmit Content that is obscene, hateful, or racially, ethnically or otherwise objectionable;
(vii) Operate or profit from a "game of chance" In Cloudgirlfriend.com;
(viii) Operate or profit from a virtual "bank" In Cloudgirlfriend.com; or
(ix) Post, display or transmit any Content or conduct or host any activity that is explicitly sexual, intensely violent or otherwise designated as Adult content.
Any violation by you of the terms of this Section may result in immediate suspension or termination of your Accounts without any refund or other compensation.
You agree to respect both the integrity of the Service and the privacy of other users. You will not:
(i) Post or transmit viruses, trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other users, or that may harvest or collect any data or personal information about other users without their consent;
(ii) Post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that Cloud Girlfriend considers to be of such nature;
(iii) Engage in malicious or disruptive conduct that impedes or interferes with other users' normal use of the Service; or
(iv) Attempt to gain unauthorized access to any other user's Account, password, or Content; or
You agree not to hold Cloud Girlfriend liable for the Content, actions, or inactions of other Users. As a condition of access to the Service, you release Cloud Girlfriend (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more users, including whether or not Cloud Girlfriend becomes involved in any resolution or attempted resolution of the dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
You agree and understand that Cloud Girlfriend does not control and is not responsible for information you provide to parties other than Cloud Girlfriend.
CLOUD GIRLFRIEND PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE CLOUD GIRLFRIEND SOFTWARE, THE WEBSITES, THE SERVERS, THE CLOUD GIRLFRIEND CONTENT, AND YOUR ACCOUNT, STRICTLY ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT, OR CLOUD GIRLFRIEND TOKENS OR CURRENCY. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR CONTENT OR ANY EXPENDITURE ON YOUR PART, CLOUD GIRLFRIEND AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON CLOUD GIRLFRIEND'S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS.
Cloud Girlfriend does not ensure continuous, error-free, secure or virus-free operation of the Service, the Cloud Girlfriend Software, the Websites, the Servers, or your Account, and you understand that you shall not be entitled to refunds or other compensation based on Cloud Girlfriend's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.
IN NO EVENT SHALL CLOUD GIRLFRIEND OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE CLOUD GIRLFRIEND SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT CLOUD GIRLFRIEND MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
IN NO EVENT WILL CLOUD GIRLFRIEND'S CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (i) TEN DOLLARS (U.S. $10.00); OR (ii) THE RELEVANT AMOUNT SET FORTH IN SECTION 11 HEREIN, IF APPLICABLE.
Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you.
At Cloud Girlfriend's request, you agree to defend, indemnify and hold harmless Cloud Girlfriend, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) any breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Content; or (ii) your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
You may terminate this Agreement by closing your Accounts at any time for any reason. In such event, Cloud Girlfriend shall have no further obligation or liability to you under this Agreement or otherwise, and you shall be entitled to no compensation or other payment, remedy, recourse or refund.
These Terms of Service shall be effective upon the conclusion of the thirty (30) day period described in Section 1 above. If you do not wish to agree and abide by these Terms of Service, you have thirty (30) days to terminate your Accounts as described in Section 11.1 and conclude any outstanding Cloudgirlfriend.com or related transactions. In such event, Cloud Girlfriend shall have no further obligation or liability to you under this Agreement or otherwise, and you shall not be entitled to any compensation or other payment, remedy, recourse or refund.
Cloud Girlfriend may suspend or terminate your Account if you violate this Agreement, along with any or all other Accounts held by you or otherwise related to you as determined by Cloud Girlfriend, and your violation of this Agreement shall be deemed to apply to all such Accounts. Upon termination of your Accounts, this Agreement between us will be automatically terminated and you may not re-subscribe to Cloudgirlfriend.com, or return to Cloudgirlfriend.com through other or future Accounts you or others may set up. In the event of termination by Cloud Girlfriend of your Accounts under this Section 11.3, you will be entitled to receive the stated current value of any credit balance held in your Account(s), as your exclusive remedy and our sole liability. This does not include any Cloud Girlfriend tokens or currency balance held in your Account(s). In order to receive any sums pursuant to this Section 11.3, you must establish and inform us of a verified PayPal account into which we may transfer those sums. We will deduct from any or all of the above sums any outstanding fees or charges due to Cloud Girlfriend.
We reserve the right to impose reasonable procedures and restrictions with respect to the above, including without limitation the right to verify your identity and Accounts, to limit transfers to verified PayPal accounts, to impose other anti-fraud measures, and to refuse to process funds we believe are the product of fraud or theft.
We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of Cloud Girlfriend, the Cloudgirlfriend.com community or any third party.
We may suspend or terminate your Account(s) if we learn, or in good faith believe, that you are a Registered Sex Offender, that accessing Cloudgirlfriend.com may violate a condition of parole or probation, that you have engaged in or attempted to engage in conduct with minors on the Service that violates this Agreement, or that you for any other reason may pose what we deem to be an unacceptable risk to the Cloudgirlfriend.com community.
If Cloud Girlfriend elects to generally suspend or discontinue the Service, in whole or in part, for any reason, Cloud Girlfriend may suspend or terminate your Accounts. In such event, except as described in Section 11.3, you will not be entitled to compensation for such suspension or termination, and you acknowledge Cloud Girlfriend will have no liability to you in connection with such suspension or termination. You acknowledge and agree that a general suspension or discontinuation of the Service, in whole or in part, for any reason, will not constitute a Material Change requiring advance notice.
Upon termination of your Account, you will no longer be able to access your Account or access (or transfer or direct the transfer to any other Account) any Content or data you have stored on the Servers. All licenses granted by Cloud Girlfriend to use the Service will automatically terminate.
You should ensure that you have only stored Content on the Servers to which you are willing to permanently lose access. You acknowledge and assume the risk of the possibility of suspension or termination of your Account as provided herein, and you represent that you will make your decisions to participate in the Service, contribute Content, spend your money and dispose of transferable licenses at all times knowingly based upon these risks.
Upon termination, you will remain liable for any unpaid amounts owed by you to Cloud Girlfriend and Cloud Girlfriend has the right to set off any amounts owed by you or for which you are otherwise liable against any compensation that you may be entitled to under this Section 11.
You agree that this Agreement and the relationship between you and Cloud Girlfriend shall be governed by the laws of the State of Idaho without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Further, you and Cloud Girlfriend agree to submit to the exclusive jurisdiction and venue of the courts located in the City of Boise and County of Ada, Idaho. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party's Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
Cloud Girlfriend makes no representation that any aspect of the Service is appropriate or available for use outside of the United States. Those who access the Service from other locations are responsible for compliance with applicable local laws.
You may not assign this Agreement or your Account without the prior written consent of Cloud Girlfriend. You may not transfer or sublicense any licenses granted by Cloud Girlfriend in this Agreement without the prior written consent of Cloud Girlfriend. Cloud Girlfriend may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement.
This Agreement, including the additional terms and policies referenced in Section 14, sets forth the entire understanding and agreement between you and Cloud Girlfriend with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be modified except as provided in Section 1 or by mutual written agreement between you and Cloud Girlfriend that is signed by hand (not electronically) by duly authorized representatives of both parties and expressly references amendment of this Agreement.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. As used in this Agreement, references to a determination made in Cloud Girlfriend's discretion means that the determination will be made by Cloud Girlfriend in accordance with its good faith business judgment. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Cloud Girlfriend may give notice to and obtain consent from you by one or more of the following means: through the Website, through the Website at or after log-in to your Account, by electronic mail to your e-mail address in our records, or by written mail communication to the address on record for your Account. All notices given by you or required under this Agreement shall be mailed to us at: Cloud Girlfriend 300 Main St. Ste 300 Boise, ID 83702.
The following additional terms and policies are incorporated by reference in and made part of this Agreement, and provide additional terms, conditions and guidelines regarding the Service. Any other communications or Content made available by Cloud Girlfriend on the Service is not part of this Agreement and should not be relied upon as such, or consulted for contractual purposes, but rather is provided to assist and enhance the user experience in Cloudgirlfriend.com.