Legal Agreement: Terms of Service


1. Acceptance of Terms.

 1.1 - The services Cloud39 Limited (“Cloud39”) provides to you, the undersigned (including but not limited to use of office space and access to the Internet), are subject to the following Terms of Use. Cloud39 reserves the right to update the Terms of Use at any time. Cloud39 will attempt to contact you to notify you of any updates to these terms of use within 30 days of their enactment using the contact information provided in the Membership Agreement.

 2. Description of Services.

 2.1 - Cloud39 may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services as Cloud39 may provide from time to time (collectively, “Services”). The Services at all times are subject to the Terms of Use.

 3. No Unlawful or Prohibited Use.

 3.1 - As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Cloud39 server, or the network(s) connected to any Cloud39 server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Cloud39 server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

 3.2 - You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this TOU and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.

 4. Use of services

 4.1 - You agree that when participating in or using the Services, you will not:

 a. Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);

 b. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

 c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Cloud39 Services;

 d. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;

 e. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any party;

 f. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

 g. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

 h. Restrict or inhibit any other user from using and enjoying the Services;

 i. Violate any code of conduct or other guidelines which may be applicable for any particular Service.

 j. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

 k. Violate any applicable laws or regulations,

 l. Create a false identity for the purpose of misleading others,

m. The member may use the Cloud 39' address as its business address. The member is not permitted to use the cloud 39's address as their registered office address unless permitted by law and by Cloud 39 Limited. Any other uses are prohibited without Cloud 39 Limited' prior written consent,

n. Your Parcel(S) may, at our option or at the request of government authorities, be opened and contents inspected by us or such authorities at any time; and

o. Cloud 39 Limited excludes all liability for prohibited/illegal items or parcels howsoever accepted (including acceptance by mistake).

p. Alcohol is not permitted within the Cloud39 premises, prior approval required for use of alcohol.

q. Strictly no smoking precinct, including all grass areas and carpark (including electronic cigarettes).

 5. Disclosure of information

 5.1 - Cloud39 reserves the right at all times to disclose any information about you, your participation in and use of the Services as Cloud39 deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Cloud39’s sole discretion.

 6. Confidentiality

 6.1 - You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about the business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of or any analyses, compilations, studies or other documents prepared by Cloud39 or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.

 6.2 - Your participation in and/or use of the Services obligates you to:

a. maintain all Confidential Information in strict confidence;

b. not to disclose Confidential Information to any third parties;

c. not to use the Confidential Information in any way directly or indirectly detrimental to Cloud39, or any participant or user of the Services.

 6.3 - All Confidential Information remains the sole and exclusive property of Cloud39 or the respective disclosing party. You acknowledge and agree that nothing in this Terms of Use or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Cloud39, or any participant or user of the Services.

 7. Participation In or Use of Services.

 7.1 - You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Cloud39 does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use,

7.2 - Cloud39 including inside, outside, meeting rooms, shared spaces and surrounding areas is under 24-hour surveillance. By entering the premises you provide consent to being recorded on Cloud39's CCTV surveillance.

 8. Disclaimer of Warranties.

 8.1 - To the maximum extent permitted by applicable law, Cloud39 provides the services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, and quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.

 9. Exclusion of Incidental, Consequential and Certain Other Damages.

 9.1 - To the maximum extent permitted by applicable law, in no event shall Cloud39 or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns,jointly or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Cloud39 , and even if Cloud39 has been advised of the possibility of such damages.

 10. Limitation of Liability and Remedies.

10.1 - Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Cloud39 or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this Terms of Use and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to ten dollars (NZD $10.00). The foregoing limitations, exclusions and disclaimers (including sections 8 and 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

 11. Termination.

 11.1 - Cloud39 reserves the right to terminate any Service at any time. Cloud39 further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with this Terms of Use.

 12. Indemnification.

 12.1 - You release, and hereby agree to indemnify, defend and save harmless Cloud39 and Cloud39’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement; you shall be liable for any legal fees and costs incurred by Cloud39 or its respective officers and agents in connection with the defence of such claim or lawsuit.

 13. Severability.

 13.1 - In the event that any provision or portion of this Terms of Use is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Terms of Use shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

 14. Insurance

 14.1 - Cloud39 will carry General Liability insurance. As a user, it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of Cloud39.

15. Non- Solicitation

15.1.     During the period of membership, the member shall not, without the Cloud39 management’s prior written consent, directly or indirectly;

15.1.1.  solicit or encourage any person to leave the employment or other service of Cloud39 Ltd, its Parent, Subsidiary and Affiliate companies; or

15.1.2. hire any person who has left the employment within a one year period following the termination of that person’s employment with Cloud39 Ltd, its Parent, Subsidiary and Affiliate companies.

 15.2.     During the period commencing on the date hereof through and ending one year following the Termination Date, the Members will not, whether for its own account or for the account of any other person, intentionally interfere with the relationship of Cloud39 Ltd, its Parent, Subsidiary and Affiliate companies with, or endeavor to entice away from Cloud39 Ltd, its Parent, Subsidiary and Affiliate companies, any person who during the term of the Agreement is, or during the preceding one-year period, was a contractor, employee, co-investor, co-developer, joint venturer of Cloud39 Ltd, its Parent, Subsidiary and Affiliate, except where the person on his/her/their own account responds to employment opportunity that is publicly advertised.

 16. Governing Law

 16.1 - This agreement and Terms of use will be governed by the laws of New Zealand.

 17. Membership Fee 

 17.1 - New members must pay a one-off membership fee of $89. This is exclusive of GST ($102.35 inclusive).

 17.2 - All members must pay a monthly membership fee of $49 per month. This is exclusive of GST ($56.35 inclusive). 

17.3 - Membership fees are not refundable. 

17.4 - All prices are subject to change with due notice.