Updated on 23 February 2021
TERMS OF SERVICE
These Terms of Service (“terms”) are a legally binding contract between you and Cloudscene which we enter into when you use the Cloudscene platform and all related services and tools (the “Platform”).
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Whether you click “Join” to create a Cloudscene account with us or just visit the Platform, you accept these terms when you use our services. If you do not agree, you should not use the Platform.
The entity you are contracting with is Cloudscene (Cloudscene Pty Ltd ACN 603 822 493), and “we” or “us” means Cloudscene and our affiliates.
1. OUR EXPECTATIONS OF YOU
We want our Platform to be as clean and usable as possible for everyone. We only allow listings on the Platform related to commercial opportunities in connection with network, cloud, colocation or connectivity services (“network services”).
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Our Platform is for genuine bona fide users interested in optimizing, centralizing and simplifying network service procurement or supply using the Platform, and collating data customized to the individual needs of the user’s business. By browsing or accessing content on our Platform, you warrant that you are such a user.
To ensure our Platform is a safe and friendly place for users to connect, we require you to use our Platform responsibly and only for the purposes for which it is intended. These terms set out our expectations of you when using our Platform, which include that you must not:
a. breach any laws, regulations, standards or codes;
b. infringe any third party’s intellectual property rights, violate moral rights or breach any obligation of confidentiality you owe to a third party;
c. post or share content that is misleading or deceptive, threatening, defamatory, fraudulent, obscene, offensive or materially incorrect;
d. transmit or attempt to transmit any computer viruses, worms, defects, trojan horses or other items of a destructive nature;
e. reverse engineer, disassemble or otherwise attempt to construct or identify our Platform’s source code, formulas or processes;
f. manipulate or interfere with another user’s content or listings;
g. harvest information about our users without their consent;
h. distribute or transmit any “spamming material” or any other form of bulk communication, whether commercial in nature or not;
i. duplicate listings, post repetitive listings without significant differences or request an unreasonable number of quotes from sellers;
j. use this Platform if you are under 18 years of age; or
k. post or share content that is inappropriate having regard to the purpose of our Platform or use our Platform other than for its intended purpose.
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To help you better understand subclause (k) and what content we consider inappropriate or use we would not allow of our Platform, here are some examples:
a. posting listings for goods or services other than network services or by individuals and not on behalf of companies;
b. posting a listing or responding to a listing without the intention to buy or sell network services;
c. using a false email address, impersonating any person or entity or misrepresenting your identity;
d. access to, storage or use of data from our Platform for any reason other than the limited purposes allowed under these terms, such as to create any kind of database of network services or to contact others to promote or sell your own services;
e. responding to quotes on the Platform without the ability to provide the services or complete a transaction; or
f. creation of derivative works from large or complete subsets of data obtained through the Platform, for any purpose.
If you contravene these terms, we may take steps such as modifying, rejecting, removing or delaying your content, responses or listings, or suspending or limiting your use of the Platform.
As part of our service, we may also reject, delay or remove content if it is likely to have an impact on other users or their experience of the Platform. If we do so, we will email you explaining why to give you the opportunity to rectify it.
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If you have any questions about listing or response requirements or a listing or response being modified, rejected, delayed or removed, please email email@example.com
2. OUR CONTENT AND MARKS
We have intellectual property rights, including copyright, in our Platform. The compilation of content on our Platform is owned exclusively by us.
Cloudscene grants you a temporary, limited licence to access and use (but not modify) our Platform for personal, non-transitory viewing and only in accordance with these terms. We require you to retain copyright, trade mark and proprietary notices.
We also own the name “Cloudscene” and other Cloudscene marks, logos and designs that we use in connection with our Platform in Australia and other countries around the world.
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If you wish to use our Platform beyond this limited licence or to make any use of our trade marks or logos, contact us at firstname.lastname@example.org.
We give you temporary, limited permission to create a link to any page on our Platform, provided that the link does not represent Cloudscene or any of our service providers, or any of their services, in a misleading, disparaging or otherwise offensive manner. We can revoke this permission at any time at our discretion and it does not allow you to use any of our trade marks as part of the link (other than the Cloudscene word mark as our name).
3. PERMISSION TO USE YOUR CONTENT
Our Platform allows you to upload, post, send or receive content if you choose to, including (without limitation) your company profile in our Directory, your team information, your listings in our Marketplace and any responses you send to buyers or sellers . You promise to only upload or share content you have the authority to share and all the necessary rights in.
When you upload or share content, you grant Cloudscene a world-wide, royalty-free and sub-licensable licence to use the content and to exercise all intellectual property rights in it (including trade marks and copyright) for the purposes of providing the service and operating the Platform and related applications, publicly promoting the Platform in any channels and improving the services we offer.
This licence lasts for as long as your content is protected by intellectual property rights.
4. FAIR USE
You are not allowed to:
a. use any spider, bot, scraper or other automated means to access the Platform;
b. frame, mirror, scrape, data mine, extract or re-distribute data or other content you access through the Platform,
c. attempt to circumvent the access and search limits imposed on users who access the Platform,
except as expressly stated in these terms or with our prior written permission.
You also agree not to take actions that could place an unreasonable burden or disproportionate load on our infrastructure or interfere with how our Platform works.
We utilize robot exclusion headers and other technological protection measures on the Platform. You agree not to circumvent these technological protection measures or other measures we take to prevent or restrict access to the Platform.
5. CLOUDSCENE PROCURE+
It is free to create a Cloudscene account, which enables you to create and manage listings for your organization on Cloudscene’s Marketplace. For buyers who need more support, Cloudscene also offers its paid Procure+ Marketplace service
. Cloudscene Procure+ Terms and Conditions:
Buyers who use our Procure+ service enlist Cloudscene’s team to manage their network procurement on the Platform, which includes:
- the design and upload of service requirements specified by the buyer to the Platform;
- market research using Cloudscene’s market intelligence data as required;
- meeting with target sellers to attract bids;
- bid review and screening based on the buyer’s criteria; and
- listing management and communication with sellers who intend to bid, have bid, or indicated no bid for each listing covered by the service.
To use this service, you must agree:
- to tell us any specific requirements you have;
- to provide us with complete and accurate information and documents we ask you to provide;
- to answer questions we ask you in a timely manner; and
- not to interfere with or delay our provision of services to you.
Buyers can opt to receive the Procure+ Marketplace service on a one-off or recurring basis. A custom report add-on is also available, at an additional cost. Learn more about service fees
We do not control, nor do we accept any liability in connection with, any information provided to us by buyers using the Procure+ service. We do not guarantee that buyer or seller information is complete or correct. We have no involvement in, and are not a party to, any transaction between buyers and sellers that follow the use of this service.
6. LIMITATIONS AND DISCLAIMERS
The products and services listed on our Platform are not representative of all the products and services available in the market.
Cloudscene will take reasonable steps to provide a safe and reliable service. However, we do not warrant that any of the information on the Platform, whether provided by us or others, is accurate or complete.
We do not guarantee that the Platform will be secure or available at any specific time or location. Cloudscene does not warrant that the Platform will always operate as intended. We may modify or end the services we provide to you on the Platform in the future.
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We may change, remove, discontinue or disable access to content on our Platform or remove or disable links or references to websites operated by third parties in the future. Cloudscene may discontinue operating our Platform at any time without notice and without liability to you.
We do not warrant that the Platform, or emails sent or received using our Platform, will be free from viruses, uninterrupted, timely or secure. The Platform is provided “as is”.
Our liability for statutory or implied conditions or warranties, which cannot be excluded, is limited to the maximum extent allowable under applicable law.
We are not liable (whether in contract, negligence or any other tort, under any statute or otherwise) for any special, indirect or consequential loss, loss of profit or revenue, loss of goodwill, loss of data or business interruption arising directly or indirectly out of your use or inability to use our Platform.
In no event shall the aggregate liability of Cloudscene and its affiliates for any damages exceed AUD$100.
7. THIRD PARTIES AND INDEMNITY
We provide a marketplace for buyers and sellers of network services through the Platform.
We do not control the information provided by buyers and sellers nor are we responsible for any representations made by third parties, so your reliance on third party representations and content (including links to websites) is at your own risk. We do not guarantee the quality, suitability, accuracy, completeness or legality of any third party representations or content.
You acknowledge that in some circumstances your conduct on the Platform (such as seeking and responding to quotes) may give rise to legal obligations to other users. You are responsible for any transactions you enter into, and if a user breaches any obligation owed to you, you are solely responsible for enforcing your rights. We are not in any circumstances a party to any transactions between buyers and sellers.
We do not control or monitor the services procured or offered through the Platform, and we do not guarantee they will meet your expectations. You use those services at your own risk.
Our Platform uses Google Maps features and content. The use of Google Maps features and content is subject to Google Maps' Terms of Service
You release us (including our directors, officers, employees, agents and contractors) from any claims, demands and damages (actual and consequential) in connection with your disputes with other users.
You indemnify Cloudscene, its related entities and directors, officers, employees, agents and contractors (“Indemnified Parties”) against any legal claim or demand arising directly or indirectly out of or in connection with your use of or access to our Platform, your breach of these terms or any legal obligation or law, your acts or omissions or your use of information or services provided to you by a third party, except to the extent such legal claim or demand was caused or contributed to by Cloudscene’s negligence.
Even if you indemnify us, we will handle our legal defence as we see fit and you agree to cooperate with us.
8. CHANGES TO THESE TERMS
We make changes to these terms prospectively.
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We’ll make changes to these terms from time to time. If the changes are material, we’ll notify you directly at the email address linked to your account in advance to provide you the opportunity to review the changes. That way, you can stop using the Platform if you don’t accept the changes. Non-material changes will be posted on cloudscene.com with effect from the date we post them. If you continue to use or visit the Platform after we update these terms, you are accepting that the modified terms are binding on you.
9. CLOSING YOUR ACCOUNT
You can close your account and you are free to stop using the Platform at any time.
After you close your account or stop using the Platform, the limitations of liability, disclaimers and indemnity provisions in these terms will survive termination of these terms, together with any licences or other rights you have granted to Cloudscene. To request the deletion of your account, please email email@example.com
You agree that we can send you notifications and messages through the Platform or via information you have provided to us (such as your email address) in accordance with your account settings.
These terms are governed by the laws of Queensland, Australia. If you are unhappy with us or have a complaint, please contact us first to try to resolve the problem. If we cannot resolve it, you agree to provide us legal notice or service of process by writing to us, and sending the notice by post, to this address: Cloudscene Legal, PO BOX 10769, Brisbane QLD 4001. In the unlikely event of a dispute, you and Cloudscene submit to the non-exclusive jurisdiction of the courts of Queensland.
+ Other general legal terms
If any part of these terms is found to be void, voidable or unenforceable, that part will be severed and the rest of these terms will remain unaffected.
No failure or delay by Cloudscene in exercising any power or right conferred by these terms will operate as a waiver of that power or right.
Cloudscene is not your agent for any purpose related to these terms.
We may assign, novate or transfer our rights and obligations under these terms without your consent.