Terms and Conditions

1. Agreement to Terms

These Terms and Conditions constitute a legally binding agreement between you and Cloud Vertex regarding your access to and use of our website, services, and related offerings. By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these terms in their entirety.

If you do not agree with any provision of these Terms and Conditions, you must immediately cease using our services. Your continued use of our services following any modifications to these terms constitutes your acceptance of such changes.

2. User Obligations and Conduct

2.1 Legal Compliance

As a user of Cloud Vertex services, you agree to:

Comply with all applicable laws, regulations, and industry standards in your jurisdiction
Ensure that your use of our services does not violate any third-party rights
Obtain all necessary permissions, licenses, and authorizations required for your activities
Adhere to data protection and privacy laws when handling personal information
Maintain accurate and current information in all communications with us
Report any suspected violations or security incidents promptly

2.2 Prohibited Activities

You expressly agree not to:

Use our services for any unlawful, fraudulent, or malicious purposes
Attempt to gain unauthorized access to our systems, networks, or other users' accounts
Deploy malware, viruses, or any code designed to disrupt or damage systems
Engage in activities that could overload, impair, or compromise our infrastructure
Harvest, scrape, or collect information about other users without consent
Impersonate any person or entity or misrepresent your affiliation
Interfere with other users' ability to access or use our services
Circumvent security measures or authentication mechanisms

2.3 Content Guidelines

Any content you submit, upload, or transmit through our services must:

Not contain illegal, defamatory, or offensive material
Not infringe upon intellectual property rights of others
Not include personally identifiable information of others without authorization
Not promote discrimination, hatred, or violence against individuals or groups
Not contain misleading or deceptive information

3. User Responsibilities

3.1 Account Security

You are responsible for maintaining the security and confidentiality of your account credentials. This includes:

Creating strong, unique passwords for your account
Safeguarding authentication credentials and access tokens
Implementing appropriate security measures within your organization
Monitoring account activity for unauthorized access
Notifying us immediately of any security breaches or suspicious activity

3.2 Data Management

You retain responsibility for:

Backing up your data and maintaining copies outside our services
Ensuring the accuracy and integrity of data you submit
Managing access permissions for users within your organization
Compliance with data retention and deletion requirements

3.3 Indemnification Obligations

You agree to indemnify and hold harmless Cloud Vertex, its affiliates, officers, directors, employees, and agents from any claims, demands, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising from or related to your use of our services, your violation of these terms, your infringement of third-party rights, or your negligent or intentional misconduct.

4. Service Limitations and Disclaimers

4.1 Service Availability

While we strive to maintain continuous service availability, we do not guarantee uninterrupted or error-free operation. Service disruptions may occur due to:

Scheduled maintenance and system upgrades
Emergency repairs or security updates
Third-party infrastructure failures beyond our control
Network connectivity issues or internet service provider problems
Force majeure events including natural disasters, civil unrest, or government actions

4.2 Disclaimer of Warranties

Our services are provided "as is" and "as available" without warranties of any kind, either express or implied. We specifically disclaim:

Warranties of merchantability and fitness for a particular purpose
Warranties regarding accuracy, reliability, or completeness of content
Warranties of uninterrupted, timely, or secure access
Warranties that defects or errors will be corrected
Warranties regarding results or outcomes from using our services

4.3 No Professional Advice

Information and guidance provided through our services are for general informational purposes only and should not be construed as professional advice. You should consult with qualified professionals regarding specific technical, legal, financial, or business decisions affecting your organization.

5. Limitation of Liability

5.1 General Limitations

To the maximum extent permitted by applicable law, Cloud Vertex and its affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to:

Your use of or inability to use our services
Loss of profits, revenue, data, or business opportunities
Business interruption or system downtime
Cost of procurement of substitute goods or services
Unauthorized access to or alteration of your data
Statements or conduct of any third party
Any other matter relating to our services

5.2 Maximum Liability Cap

In no event shall our total aggregate liability for all claims arising from these terms or your use of our services exceed the amount you paid to Cloud Vertex during the twelve-month period immediately preceding the event giving rise to the claim.

5.3 Exclusion of Certain Damages

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.

6. Third-Party Services and Content

Our services may integrate with or link to third-party platforms, services, or content. We do not control and are not responsible for:

The availability, accuracy, or functionality of third-party services
The privacy practices or content of external websites
Any damages or losses resulting from your interactions with third parties
Terms and conditions imposed by third-party service providers

Your use of third-party services is at your own risk and subject to their respective terms and conditions.

7. Intellectual Property Rights

All intellectual property rights in our services, including software, designs, trademarks, and content, remain the exclusive property of Cloud Vertex. You may not:

Copy, modify, or create derivative works from our proprietary materials
Reverse engineer, decompile, or disassemble our software
Remove, alter, or obscure any copyright or proprietary notices
Use our trademarks or branding without prior written consent
Sublicense, sell, or transfer rights granted under these terms

8. Dispute Resolution

8.1 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of law provisions.

8.2 Jurisdiction

You agree that any legal action or proceeding arising from these terms shall be brought exclusively in the courts of Tokyo, Japan. You consent to the personal jurisdiction of such courts and waive any objection to venue.

8.3 Dispute Resolution Process

Before initiating formal proceedings, parties agree to attempt resolution through:

Good faith negotiations between authorized representatives
Mediation by a mutually agreed neutral third party
Arbitration in accordance with the rules of the Japan Commercial Arbitration Association
Litigation as a final resort

9. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, epidemics, power failures, or telecommunications infrastructure failures.

10. Termination

We reserve the right to suspend or terminate your access to our services at any time, with or without cause or notice, including for:

Violation of these Terms and Conditions
Fraudulent, abusive, or illegal activity
Non-payment of applicable fees
Extended period of account inactivity

Upon termination, your right to use our services immediately ceases. Provisions that by their nature should survive termination shall remain in effect, including intellectual property rights, disclaimers, limitations of liability, and dispute resolution clauses.

11. Severability and Waiver

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

Our failure to enforce any right or provision of these terms shall not constitute a waiver of such right or provision unless acknowledged in writing by us.

12. Modifications to Terms

We reserve the right to modify these Terms and Conditions at any time. Material changes will be communicated through prominent notice on our website or via email to registered users. Your continued use of our services following such notification constitutes acceptance of the modified terms. If you do not agree with the changes, you must discontinue use of our services.

13. Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any additional agreements you enter into with Cloud Vertex, constitute the entire agreement between you and Cloud Vertex regarding your use of our services and supersede all prior understandings or agreements, whether written or oral.