Service Agreement & Terms of Use

IF YOU ARE AN INVITED GUEST BY A SPECIAL TYPE OF CLOUDSHARE USER WHO IS ABLE TO CREATE HIS OWN CLOUDSHARE ENVIRONMENT AND SHARE IT WITH PEERS ("AUTHOR"), PLEASE NOTE THAT BY CLICKING THE "I ACCEPT" BUTTON BELOW, YOU AGREE TO THE TERMS OF THE SERVICE AGREEMENT AND TO THE TERMS OF USE OF CLOUDSHARE.

SERVICE AGREEMENT

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT. YOU WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THE SERVICE AGREEMENT. YOU ARE NOT AUTHORIZED TO USE THIS SERVICE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICES.

CloudShare has developed a unique, proprietary service ("CloudShare Service") which is designed for individuals and small teams who want to run complete, networked systems in the cloud and share copies with other colleagues for collaboration. CloudShare Services provides a way to create, share, manage and track multiple complete, virtual IT environments on CloudShare’s proprietary Internet site (the “CloudShare Site”). The CloudShare Services covered by this Agreement include both CloudShare Pro that Cloudshare makes available for no fee (the "CloudShare Pro"), and services that Cloudshare makes available for a fee (the "CloudShare ProPlus"). CloudShare Pro and CloudShare ProPlus are referred to collectively in this Agreement as the "Services". Each CloudShare Pro and CloudShare ProPlus is referred to individually as a "Service". By using or registering with our Services, you represent that you would like CloudShare to provide you with a Service.

1. The Services

1.1 CloudShare will host on the CloudShare Site your networked systems in the cloud (the “Software”) for the purpose of sharing copies with other colleagues for collaboration and will provide a way to create, share, manage and track multiple complete, virtual IT environments with your invited guests (“Guest(s)”) via CloudShare Pro or CloudShare ProPlus.

CloudShare Pro. CloudShare Pro is for single user and make available

CloudShare ProPlus. CloudShare ProPlus is for single user and make available

1.2 Guests may be allowed access to your Software by way of CloudShare authorized means of access that you will provide to the Guest. At CloudShare’s discretion, a Guest may also be allowed access to the Software as well as other software hosted on CloudShare Site, from time to time, by way of an arrangement between CloudShare and the Guest for use of other software products available on the CloudShare Site.

1.3 You will ensure that your Software conforms to any specifications and configurations provided to you by CloudShare for the proper installation and functioning of the Software on the CloudShare Site. You will be responsible for uploading and installing the Software on the Site, including any and all updates and upgrades to such Software, and for such purpose, CloudShare may provide you with certain tools for use in installing the Software.

1.4 CloudShare may make certain third party software available for use in running your Software on the Site. You are solely responsible for providing and conforming to any and all third party software and licenses needed for running the Software.

1.5 It is clarified that any third party software (as set forth above in Section 1.4) as well as any open source software used in connection with the Software, whether provided by you, CloudShare or a Guest, will be subject to all terms of the relevant third party software and/or open source license agreements or distribution models as further detailed in the Terms of Use.

1.6 CloudShare shall make commercially reasonable efforts to ensure that the CloudShare Site will be accessible and functional on a continuous basis, with the exception of scheduled maintenance periods. The foregoing notwithstanding, you acknowledge and agree that the Services may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond CloudShare reasonable control or not reasonably foreseeable by CloudShare, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

If the CloudShare Site becomes inaccessible or is not fully functional, other than due to scheduled maintenance, CloudShare shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.

1.7 CloudShare may provide you with information concerning the Guests who make use of the Services to evaluate your Software. The type and nature of such information, if any, is subject to the terms of CloudShare’s Privacy Policy and Terms of Use, as they appear on the CloudShare Site from time to time.

1.8 In using the Services you will adhere to all applicable laws regarding the transmission and distribution of information or material over the Internet and will otherwise adhere to generally accepted standards of Internet usage.

1.9 NON-COMMERCIAL USE ONLY AND NO RESALE OF SERVICES

The use of any Services by Guests or the use of the CloudShare Pro Services by the Author, is for non-commercial use only (and in no way, with respect to any Author or Guest, for production use). As either Guests or Author, who invites Guests under the CloudShare Pro Service, are not entitled to charge any fee or payment, in any form, from any third party for the use of the Services and/or in connection therewith and therefore agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Services, use of the Services, or access to the Services.

1.10 Additionally, with respect to any Author or Guest - none is entitled to use the Services by way of peer to peer use, allowing a group of computer users with the same networking program to connect with each other and directly access files from one another's hard drives.

2. Representation

You represent and warrant to CloudShare that you possess all rights required to lawfully provide the Software to CloudShare and allow CloudShare to provide the Services in connection therewith, and further warrant and represent that the Software and the display, access to and/or use of such Software does not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third parties. Without derogating from any of CloudShare’s rights and remedies under this Agreement and/or under law, CloudShare will be entitled, at its sole discretion, to immediately discontinue the Services or any part thereof in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Software. Additionally, you are not entitled to use the Services by way of peer to peer use, allowing a group of computer users with the same networking program to connect with each other and directly access files from one another's hard drives.

3. Use of Services

(a) Access to CloudShare Pro is currently free of charge. CloudShare may, at its sole discretion, change such policy and begin charging for access to CloudShare Pro and any other features and services provided therein, and CloudShare may, at any time and at its sole discretion, add, remove or change the features and Services it offers or the fees it charges.

(b) Provided that you comply with the terms of this Agreement and Plimus Inc.'s ("Plimus") policies and procedures for the use of the Plimus Pay Service which terms can be found at http://home.plimus.com/ecommerce/company/legal, in consideration of your use of CloudShare Pro Plus, you agree to pay applicable fees for CloudShare ProPlus in the amount of $49 per month or any other amount which will be determined and posted by CloudShare from time to time in accordance with guidelines set forth herein. You are responsible for any fees assessed by Plimus for transactions that you submit to the Plimus Pay Service using CloudShare Services. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to Plimus as reasonably required to determine whether it is obligated to collect VAT from you, including without limitation your VAT identification number. You will also be subject to the guidelines, terms and agreements applicable to the Plimus Payment Service.

(c) You shall pay all fees specified in all Order Forms (as such term is defined hereunder) hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars, and (ii) fees are based on services purchased and not actual usage.

"Order Form" means the ordering documents for purchases of Services, that are or will be entered into between you and CloudShare. Order Forms shall be deemed incorporated herein by reference.

(d) Refund Policy.

CloudShare will refund you a pro-rata portion of any unused, prepaid fees. In addition, CloudShare enables its Authors to request a refund within thirty (30) days of their purchase of the Services in the event that the Services do not function properly and/or the Services provided to you are not as described in the CloudShare Site.

If CloudShare introduces a new service for which fees are applicable, it shall publish the fees for such service upon the launching of the service. If CloudShare elect to impose new fees or to change the fees of an existing Service, such new or revised fees shall automatically be effective seven (7) days after initially posted on CloudShare's website. Once fees and changes become effective you agree to pay all fees and charges specified and all applicable taxes for the Services provided and the benefits received. CloudShare is not responsible for any charges or expenses you may incur as a result of being requested to make a payment to CloudShare in accordance with these Terms of Use. You agree that you are responsible for checking the CloudShare website to confirm whether there are any new fees and their effective date(s).

4. Term and Termination

4.1 Term. The term of this Service Agreement ("Term") will commence, and you may begin using the Services, once you agree to the terms and conditions of this Service Agreement by clicking the "I Accept" button and complete the registration process. The Service Agreement will remain in effect until terminated by you or us in accordance with this Section 4.

4.2 Termination by you for convenience. You may terminate this Service Agreement for any reason or no reason at all, at your convenience, by (i) providing us 30 days via mail notice of termination; and (ii) closing your account and ceasing use of any Service which we provide.

4.3 Termination by CloudShare other than for cause. CloudShare may terminate your right and license to use any or all CloudShare Pro Services, or, if you are only using CloudShare Pro, terminate this Service Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at CloudShare's discretion at any time, upon 30 days via mail notice to you.

CloudShare may terminate your right and license to use any CloudShare ProPlus or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time, upon 30 days via mail notice to you.

4.4 Termination for cause. CloudShare may terminate this Service Agreement in its entirety for cause effective as set forth below immediately via mail notice to you if: (i) you use the Services in a way that disrupts or threatens the Services; (ii) you are in default of your payment obligations; (iii) CloudShare determines, in its sole discretion, there is evidence of fraud with respect to your account; (v) you breach the terms of the Service Agreement; (vi) CloudShare determines, in its sole discretion, that the provision of any of the Services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (vii) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding.

4.5 Effect of Termination. Upon termination of this Agreement, for any reason, all of your rights under this Agreement shall immediately terminate.

4.6 Survival. In the event this Agreement is terminated for any reason, Sections 2- 10 with will survive any such termination.

4.7 Data Preservation in the Event of Termination or Downgrade. In the Event of Termination or downgrade of your Services, by you or by us, from CloudShare ProPlus to CloudShare Pro, CloudShare shall have no obligation to continue to store your data during any period of suspension or termination or to permit you to retrieve the same.

5. Intellectual Property Rights

5.1 All materials, including but not limited to any computer software (in object code and source code form, but with the exception of your Software), data or information employed by CloudShare pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by CloudShare to provide the Services, including without limitation all patent, copyright, trade secret and any other proprietary rights therein, are and shall remain the sole and exclusive property of CloudShare.

5.2 The Software is and shall remain your sole and exclusive property. You hereby grant CloudShare a non-exclusive, worldwide, royalty-free license to install, store, host, display, and otherwise use the Software as necessary for performance of the Services.

6. Trademarks

6.1 You acknowledge that all materials, including but not limited to any computer software (in object code and source code form, but with the exception of your software), data or information employed by CloudShare, and any know-how, methodologies, equipment, or processes used by CloudShare to provide the Services, including without limitation all patent, copyright, trade secret and any other proprietary rights therein, are and shall remain the sole and exclusive property of CloudShare. You further acknowledge that CloudShare shall be entitled to use, for commercial purposes of it's, the list of Guests which have been using the Services.

6.2 By using or registering with CloudShare’s Services, you hereby grant CloudShare a non-exclusive, worldwide, royalty-free license to install, store, host, display, and otherwise use your Software as necessary for performance of the Services.

6.3 You hereby grant CloudShare a non-exclusive, worldwide, royalty-free and perpetual license to reasonably use any name, logo, trade dress, trademark or service mark related to the Software for marketing purposes.

7. Warranty Disclaimers

YOU acknowledges that the serviceS ARE being provided ‘AS IS’. CloudShare expressly disclaims any and all warranties, whether express or implied, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), NON-INFRINGEMENT, SATISFACTORY QUALITY, THAT ANY DATA STORED WITH CLOUDSHARE WILL BE SECURE OR OTHERWISE NOT LOST OR DAMAGED, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

8. Limitations of Liability

8.1 CloudShare shall have no liability for any malfunctions, errors or non-performance of your Software and CloudShare shall have no obligation to monitor your Software for accuracy, completeness or proper performance, all of which are your sole responsibility.

8.2 As part of the evaluation of your Software, a Guest may be permitted to upload to the CloudShare Site certain Guest contents, for the purpose of evaluating the Software’s performance with such contents. You acknowledge and agree that CloudShare will have no liability for any such contents, including without limitation the use or inability to use such contents with the Software, the performance of the Software with such contents, or any loss or damage to such contents.

8.3 CloudShare strives to keep the CloudShare Site secure, but cannot guarantee that it will always be successful at doing so, given the nature of the Internet. Accordingly, CloudShare will have no liability to you for any unauthorized access, copying or use of your Software, or any resulting corruption, deletion, destruction or loss thereof.

8.4 CLOUDSHARE SHALL IN NO WAY BE LIABLE TO YOU, OR TO ANY GUEST OR ANY OTHER THIRD PARTY, FOR THE RESULTS OF THE USE AND EVALUATION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION FOR ANY DECISION TO PURCHASE OR NOT PURCHASE YOUR SOFTWARE, OR FOR ANY SATISFACTION OR NON-SATISFACTION WITH ANY SUCH PURCHASE AND/OR THE USE OF ANY PRODUCT OF YOURS.

8.5 IN NO EVENT SHALL CLOUDSHARE, ITS AFFILIATES, OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF ACTUAL OR ANTICIPATED REVENUE, CUSTOMERS, BUSINESS, GOODWILL, SAVINGS, PROFITS OR LOST DATA, IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES TO BE PROVIDED HEREUNDER, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF CLOUDSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF CLOUDSHARE FOR ANY CLAIM UNDER ANY CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES TO BE PROVIDED HEREUNDER EXCEED THE FEES PAID TO CLOUDSHARE BY YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEEDING SUCH CLAIM.

9. Indemnification

9.1 You hereby agree to indemnify and hold harmless CloudShare and its officers, directors, employees, affiliates and agents, from and against any and all losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees, expert witness fees and court costs) incurred by CloudShare or its affiliates with respect to any claim, action, suit or proceeding arising out or of in connection with a claim that the Software, and/or the display, access to and/or use of the Software, infringe, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other right of any third party.

10. Miscellaneous

(a) You agree that (unless compelled to disclose by requirements of law) any information obtained from or on behalf of CloudShare will be held by you in confidence and will be used solely for the purpose of the Services, and will not be used for any other purpose or disclosed to any person without the prior written consent of CloudShare. You acknowledge that CloudShare may allow Guests the access and use of the Software.

(b) This Agreement shall be governed by, interpreted and enforced in accordance with the laws of Israel, without regard to its conflict of law principles. The Parties agree that the United Nations Convention on the International Sales Goods shall not apply to this Agreement. All actions, suits or proceedings under or related to this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Israel, to the exclusion of all other jurisdictions.

(c) Notices to you may be made via either e-mail or regular mail. The Services may also provide notices by displaying notices or links to notices to you generally on the Services. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(d) This Agreement may not be assigned by you without the prior written consent of CloudShare.

(e) The terms and provisions herein contained constitute the entire Agreement between you and CloudShare with respect to the subject matter hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matter hereof.

(f) Those rights and obligations hereunder, which by their language or nature imply survivorship, shall survive the expiration or termination of this Agreement. Without derogating from the generality of the foregoing, Sections 2, 4, 5, 7, 8, 9, and 10 herein shall survive expiration or termination of this Agreement.

(g) If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

(h) Neither CloudShare nor you shall be liable for any delay in performing its obligations (except for payment obligations) hereunder if such delay is caused by factors beyond its control, including without limitation acts of God, war, riot, fire, explosion, flood, earthquake or technical or technological failure beyond such party’s reasonable control (“Force Majeure”). Subject to the party so delaying promptly notifying the other Party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such party's obligations shall be suspended during the period of Force Majeure and such party shall be granted an extension of time for performance equal to the period of the delay. Either CloudShare or you may, if such delay continues for more than 60 days, terminate this Agreement forthwith on giving notice in writing to the other in which event neither party shall be liable to the other by reason of such termination.

(i) Nothing contained in this Agreement shall be construed to constitute CloudShare and you to be partners or joint ventures with or agents for one another. Neither CloudShare nor you shall have the authority to, nor shall either, obligated or bind the other in any manner whatsoever.

By clicking the "I ACCEPT" button below, you agree to the terms of this Agreement.

BY USING THE CLOUDSHARE SERVICE, YOU INDICATE YOUR AGREEMENT WITH THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICES.

TERMS OF USE

1. ACCEPTANCE OF TERMS

CloudShare provides its services, subject to the following Terms of Use ("Terms of Use" or "Agreement"). By using or registering with our services you agree to the terms and conditions of these Terms of Use. These Terms of Use may be amended or modified from time to time without notice to you, and continued use of the services by you is considered acceptance of any such amendments or modifications. In addition, when using particular CloudShare services, you and CloudShare will be subject to any guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms of Use. You are responsible for regularly reviewing these Terms of Use.

2. THE SERVICE

CloudShare has developed a unique, proprietary service ("CloudShare Services") which is designed for individuals and small teams who want to run complete, networked systems in the cloud and share copies with other colleagues for collaboration. CloudShare Services provides a way to create, share, manage and track multiple complete, virtual IT environments on CloudShare’s proprietary Internet site (the “CloudShare Site”). CloudShare will host on the CloudShare Site networked systems uploaded in the cloud (the “Software”) for the purpose of sharing copies with other colleagues for collaboration and will provide a way to create, share, manage and track multiple complete, virtual IT environments with your invited guests (“Guest(s)”) via the CloudShare Pro or CloudShare ProPlus. The Services covered by this Term of Use include both CloudShare Pro services that CloudShare makes available for no fee (the "CloudShare Pro"), and services that CloudShare makes available for a fee (the "CloudShare ProPlus"). CloudShare Pro and CloudShare ProPlus are referred to collectively in this Agreement as the "Services". Each CloudShare Pro and CloudShare ProPlus is referred to individually as a "Service". Unless explicitly stated otherwise, any new feature(s) that augments or enhances the current Services will be subject to these Terms of Use.

CloudShare shall make commercially reasonable efforts to ensure that the CloudShare site will be accessible and functional on a continuous basis, with the exception of scheduled maintenance periods. The foregoing notwithstanding, you acknowledge and agree that the Services may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond CloudShare reasonable control or not reasonably foreseeable by CloudShare, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

3. NON-COMMERCIAL USE ONLY AND NO RESALE OF SERVICES

Unless otherwise specified in the Service Agreement, the use of the Services by Gusts and by Author under the CloudShare Pro Services as well is for non-commercial use only (and in no way, with respect to any Author or Guest for production use). As either Guests or Author, who invites Guests under the CloudShare Pro Service, are not entitled to charge any fee or payment, in any form, from any third party for the use of the Services and/or in connection therewith and therefore agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Services, use of the Services, or access to the Services.

Additionally, with respect to any Author or Guest - none is entitled to use the Services by way of peer to peer use, allowing a group of computer users with the same networking program to connect with each other and directly access files from one another's hard drives.

4. YOUR REGISTRATION OBLIGATIONS

If you submit registration information to us you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

5. CLOUDSHARE PRIVACY POLICY

Registration Data and certain other information about you are subject to our Privacy Policy. For more information please see our Privacy Policy at https://use.cloudshare.com/privacy_policy.htm

6. MEMBER ACCOUNT, PASSWORD AND SECURITY

If you register for certain Services you may receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify CloudShare of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. CloudShare will not be liable for any loss or damage arising from your failure to comply with your obligation to maintain your own security and privacy.

7. RESPONSIBILITY FOR CONTENT AND ADDITIONAL SOFTWARE

As part of the evaluation of a software product on the CloudShare site, you may be permitted to upload to the CloudShare site certain contents, for the purpose of evaluating the performance of such software with such contents. You acknowledge and agree that you, and not CloudShare, are entirely responsible for all content that you upload post, e-mail or otherwise transmit via the Services. CloudShare will have no liability for any such contents, including without limitation the use or inability to use such contents with the software being evaluated, the performance of the software with such contents, or any loss or damage to such contents. CloudShare does not pre-screen or monitor or control the contents accessible via the Services and, as such, does not guarantee the accuracy, integrity, quality or lawfulness of such Content.

By uploading your contents you warrant and represent that you own or are authorized to exercise all of the rights to your contents necessary for you to upload and use the contents on the CloudShare’s site, and further warrant and represents that the contents and the display, access to and/or use of such contents does not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third parties and you hereby grant CloudShare all rights necessary to host such contents in connection with the Services.

You understand that by using the Services you may be exposed to third party content that is offensive, indecent, objectionable or even hateful or obscene. Under no circumstances will CloudShare be liable in any way for any third party content, including but not limited to any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed or otherwise transmitted via the Services.

You agree that you must evaluate, and shall solely bear, all risks associated with use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

Without derogating from any of CloudShare's rights and remedies under this Terms of Use and/or under law, CloudShare will be entitled, at its sole discretion, to immediately discontinue the Services or any part thereof, including the termination of your account, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the contents you upload.

CloudShare may make certain third party software available for use in running some demonstration software on the Site, which a list of such third party software may be found at http://www.cloudshare.com/Products/CloudShare-Pro/CloudShare-Pro-overview.aspx and http://www.cloudshare.com/Products/CloudShare-ProPlus/CloudShare-ProPlus-overview.aspx, as may be amended from time to time, which software includes without limitation, the following: (i) Microsoft-Windows 7 Pro, Windows Server 2008 R2 Ent 64Bit, Windows 7, SQL Server 2008, Windows 2008 , Microsoft CRM Dynamics, Windows Server 2008 Enterprise, Windows XP, Office 2007, Windows 2003 R2, Windows 2003, Sharepoint 2007, Windows XP Professional, Office 2010, Windows Server 2003 R2 Enterprise Edition, ; (ii) Oracle 11g; (iii) SugarCRM ; and (iv) any other software CloudShare may decide to make available for use (the "Third Party Software")- . CloudShare shall not be responsible for providing any and all Third Party Software and licenses needed for running the Demonstration Software.

By using the Third Party Software you agree to the terms and conditions of the End User License Terms of such Third Party Software which terms can be found at:

(i) www.microsoftvolumelicensing.com/userights/TechLimit.aspx.

(ii) http://www.oracle.com/html/terms.html

(iii) http://www.sugarcrm.com/crm/terms.html

It is your obligation to read and accept all such terms and conditions prior to use of the CloudShare Services. In the event of contradiction between the terms of these Terms of Use and the terms of such other license agreements, notices, or terms and conditions such other license agreements, notices or terms and conditions shall prevail.

You further agree not to: (i) remove, modify, or obscure any copyright, trademark, patent or other proprietary rights notices that are contained in or on any Third Party Software or products; (ii) use any Third Party logos in any manner whatsoever; (iii) undertake any action that will interfere with or diminish Third Party's right, title and/or interest in the trademarks or trade names; and (iv) reverse engineer, decompile, or disassemble the Microsoft products, except to the extent that such activity is expressly permitted by applicable law.

You acknowledge that the Third Party Software products are not fault tolerant. The Third Party Software products are neither designed nor intended for use in a situation where the Third Party Software product's failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). You are not licensed to use the Third Party Software products in, or in conjunction with, High Risk Use. High Risk Use includes, for example: aircraft or other methods of human mass transportation, nuclear or chemical facilities, and Class III medical devices under the U.S. Food, Drug, and Cosmetic Act.

It is further clarified that any open source software used in connection with any demonstration software, whether provided by, CloudShare, user or any third party, will be subject to all terms of the relevant open source license agreements or distribution models, including without limitation the GNU General Public License, the Artistic License, the Mozilla Public License, the Netscape Public License, the Sun Community Source License or the Sun Industry Source License, Xubuntu 8 Desktop, My_Xubuntu_8_Desktop, Ubuntu 8 Desktop, Xubuntu 8.04 Desktop, Ubuntu 8.04 Desktop, Ubuntu 8 Tiny, My Ubuntu 8_Tiny, CentOS 5, RubyOnRails, and/or the Apache Server License and you shall bear sole responsibility for any and all repercussions, loss or damage arising out of or in connection with incompliance with such relevant open source license agreements or distribution models.

8. COMPLIANCE WITH LAWS

By using the Services you agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations that govern your use of such Services. Without limiting the foregoing and in recognition of the global nature of the Internet, you agree to comply with all local and international rules regarding online conduct and acceptable contents. You also agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside, and to comply with any other local laws affecting the transmission or posting of your contents or affecting the privacy of persons.

Further, you agree to comply with all applicable export or import laws of the United States and any other applicable country. You agree not to export the software or the user’s information to or allow access to the software or data from any country to which export or re-export is restricted or prohibited.

9. INDEMNITY

You agree to indemnify and hold CloudShare, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of any contents you upload to the CloudShare site, your use of the Services, your violation of the Terms of Use, or your violation of any rights of another, including without limitation any infringement of any intellectual property.

10. PAYMENT

Your use of the Services is subject to timely payment of any applicable fees. CloudShare reserves the right to terminate your use of the Services in case of any failure on your part to timely pay any fees due by you to CloudShare.

(a) Access to CloudShare Pro is currently free of charge. CloudShare may, at its sole discretion, change such policy and begin charging for access CloudShare Pro and any other features and services provided therein, and CloudShare may, at any time and at its sole discretion, add, remove or change the features and Services it offers or the fees it charges.

(b) Provided that you comply with the terms of this Term of Use and Plimus, Inc.'s ("Plimus") policies and procedures for the use of the Plimus Pay Service which terms can be found at http://home.plimus.com/ecommerce/company/legal, in consideration of your use of any of CloudShare ProPlus, you agree to pay applicable fees for CloudShare ProPlus in the amount of $49 per month. You are responsible for any fees assessed by Plimus for transactions that you submit to the Plimus Pay Service using CloudShare Services. Fees for any new Service or new Service feature will be effective upon posting by us on our website of the applicable Service. We may increase or add new fees for any existing Service or Service feature, or implement a fee for any previously CloudShare Pro or CloudShare Pro feature, by giving you 30 days' advance notice. Such notice will be posted on the CloudShare website on the Service detail page for the affected Service. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to Plimus as reasonably required determining whether it is obligated to collect VAT from you, including without limitation your VAT identification number. You will be subject to the guidelines, terms and agreements applicable to the Plimus Payment Service and in the event of any inconsistency between the terms of this Term of Use and the terms of the Plimus Payment Service the terms of the Plimus Payment Service shall prevail.

If CloudShare introduces a new service for which fees are applicable, it shall publish the fees for such service upon the launching of the service. If CloudShare elect to impose new fees or to change the fees of an existing Service, such new or revised fees shall automatically be effective seven (7) days after initially posted on CloudShare's website. Once fees and changes become effective you agree to pay all fees and charges specified and all applicable taxes for the Services provided and the benefits received. CloudShare is not responsible for any charges or expenses you may incur as a result of being requested to make a payment to CloudShare in accordance with these Terms of Use. You agree that you are responsible for checking the CloudShare website each month to confirm whether there are any new fees and their effective date(s).

11. MODIFICATIONS TO SERVICES

CloudShare reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that CloudShare will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

12. RULES OF CONDUCT

You agree that you will not: (i) upload, post, e-mail or otherwise transmit any content that is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially or ethnically insightful; (ii) upload, post, e-mail or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (including without limitation inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (iii) upload, post, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (iv) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (v) upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (all, collectively, the "Rules of Conduct").

Failure to comply with the Rules of Conduct may result in deletion of the offending content without prior notice and/or termination of your use of the Services.

13. TERM AND TERMINATION

The term of this Term of Use ("Term") will commence, and you may begin using the Services, once you agree to the terms and conditions of this Term of Use by clicking the "I Accept" button and complete the registration process. The Term of Use will remain in effect until terminated by you or us in accordance with this Section 13.

13.1 Termination by CloudShare other than for cause. Cloudshare may terminate your right and license to use any or all CloudShare Pro, (and, accordingly, cease providing all Services to you), for any reason or for no reason, at Cloudshare's discretion at any time, upon 30 days Mail notice to you.

Cloudshare may terminate your right and license to use any or CloudShare ProPlus (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time, upon 30 days via mail notice to you.

13.2 Termination for cause. Cloudshare may terminate your right to use any and all Services and, accordingly, cease providing all Services to you for cause effective as set forth below immediately via mail notice to you if: (i) you use the Services in a way that disrupts or threatens he Services; (ii) you are in default of your payment obligations; (iii) Cloudshare determines, in its sole discretion, there is evidence of fraud with respect to your account; (v) you breach the terms of the Service Agreement; (vi) Cloudshare determines, in its sole discretion, that the provision of any of the Services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (vii) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding.

13.2. Effect Termination. Upon termination as set forth above, for any reason or for no reason, all of your rights under this Agreement shall immediately terminate.


13.3 Survival. In the event your right to use the Services is terminated for any reason or for no reason, Sections 3, 5, 7-12, 15-20 will survive any such termination.

13.4 Data Preservation in the Event of Termination or Downgrade. In the event of termination or downgrade of your Services, by you or by us, from CloudShare ProPlus to CloudShare Pro of your right to use the Services for any reason or for no reason CloudShare shall have no obligation to continue to store your data during any period of termination or to permit you to retrieve the same.

In the event that you're Services are terminated for any reason whatsoever, you agree to immediately cease the use of the Services and of any and all Third Party Software used or installed by you during the period your account was activated.

14. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that CloudShare will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.

15. PROPRIETARY RIGHTS

You acknowledge and agree that the Services, and any know-how, methodologies, equipment, or processes used by CloudShare to provide the Services, including without limitation all patent, copyright, trade secret and other proprietary rights therein, are and shall remain the sole and exclusive property of CloudShare.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS ONLY. CLOUDSHARE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. CLOUDSHARE MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OR AS A RESULT OF OR IN CONNECTION WITH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN CONNECTION WITH THE SERVICES WILL BE CORRECTED.

LIMITATION OF LIABILITY

CLOUDSHARE SHALL IN NO WAY BE LIABLE TO YOU FOR THE RESULTS OF YOUR EVALUATION OF ANY SOFTWARE BY USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION FOR ANY DECISION TO PURCHASE OR NOT PURCHASE SUCH SOFTWARE, OR FOR ANY SATISFACTION OR NON-SATISFACTION WITH ANY SUCH PURCHASE AND/OR THE USE OF ANY PRODUCT, OR THE RESULTS OF THE USE OF ANY SUCH SOFTWARE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLOUDSHARE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF CLOUDSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR IN CONNECTION WITH THE SERVICES AND/OR ANY SOFTWARE EVALUATED THROUGH USE OF THE SERVICES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

17. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of sections 15 and 16 may not apply to you.

18. CLOUDSHARE MARKS

“CloudShare” and other CloudShare logos and product and service names are trademarks of CloudShare (the "CloudShare Marks"). Without CloudShare prior permission, you agree not to display or use in any manner the CloudShare Marks.

19. NOTICES

Notices to you may be made via either e-mail or regular mail. The Services may also provide notices of changes to the Terms of Use or other matters by displaying notices or links to notices to you generally on the Services. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

20. GENERAL INFORMATION

Unless otherwise specified in these Terms of Use, this agreement constitutes the entire agreement between yourself and CloudShare with respect to use of the CloudShare Services, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between yourself and CloudShare with respect to use of the CloudShare Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software.

These Terms of Use will be governed by, construed and enforced in accordance with the laws of the State of Israel, without regard to its conflict of laws provisions. Any dispute arising with respect to this Agreement shall be resolved by negotiation between the parties or, if necessary, by resort to an appropriate court located in the State of Israel. You expressly waive any right to pursue any claim against CloudShare relating to this Agreement in any forum or venue located outside Israel. In the event of the filing of any such claim, you agree to transfer such filing to any appropriate or available forum or court in Israel, at our sole discretion.

In the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of CloudShare assets, or similar transaction, you agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by CloudShare, at our sole discretion, to one or more third parties.

The failure of CloudShare to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision. You agree that no joint venture, partnership, employment, or agency relationship exists between you and CloudShare as a result of this agreement or use of the CloudShare web sites.

If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

CloudShare performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of CloudShare right to comply with governmental, court and law enforcement requests or requirements relating to your use of the CloudShare web sites or information provided to or gathered by CloudShare with respect to such use.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.