• ShuttleCloud | Reseller Terms and Conditions

    These “Terms and Conditions” constitute a legal agreement (the “Agreement”) between ShuttleCloud Corp., Delaware corporation (“ShuttleCloud”), and the party accepting these terms as provided for below (the “Customer”). If the party entering this Agreement is doing so on behalf of your employer or another entity the term “Customer” includes and references such employer or entity. PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY CLICKING “Finish signup”, REGISTERING FOR, AND/OR USING THE PRODUCT IN ANY MANNER, CUSTOMER IS AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. Please contact info@shuttlecloud.com if you have any questions about this Agreement.

    1. Google Apps Licenses

    Customer hereby purchases from ShuttleCloud the licenses (the “Licenses”) to the Google Apps (the “Apps”) as specified at http://shuttlecloud.com/reseller-pricing at the price(s) therein (the “Purchase Price”). Customer acknowledges and agrees that this Agreement and the Google TOS (as defined in Section 4 below) govern the terms and conditions of the Licenses and Customer’s use of the Apps. Effective upon Customer’s purchase of the Licenses in accordance with this Agreement, Customer hereby assigns the Licenses to ShuttleCloud and ShuttleCloud shall hold the Licenses for the benefit of and the use by Customer all in accordance with the Terms and Conditions of this Agreement and the Google TOS.

    2. Purchase and Payment

    Customer’s right to use of the Licenses and the Apps is subject to payment of the applicable Purchase Price listed at http://shuttlecloud.com/reseller-pricing in accordance with the terms of this Agreement. At the time of Customer’s acceptance of this Agreement, Customer will provide payment information for payment of the Purchase Price by credit card. ShuttleCloud may revise the fees charged for the Apps at any time with at least thirty (30) days’ prior written notice to Customer, which shall become effective for the next Renewal Term (as defined below). Payments will be billed in accordance with the plan descriptions at http://shuttlecloud.com/reseller-pricing. Customer is responsible for ensuring ShuttleCloud has current credit card information in order to process payments. ShuttleCloud may suspend Customer’s access to the Apps if payments are not received on a timely basis. ShuttleCloud may upgrade Customer’s trial account to a paid Google Apps for Business account up to one week prior to the completion Customer’s 30-day trial period, or earlier if requested by Customer, however, Customer will not be charged until completion of the trial period.

    3. Term and Termination

    Customer’s right to use of the Licenses and the Apps is subject to payment of the applicable Purchase Price listed at http://shuttlecloud.com/reseller-pricing in accordance with the terms of this Agreement. At the time of Customer’s acceptance of this Agreement, Customer will provide payment information for payment of the Purchase Price by credit card. ShuttleCloud may revise the fees charged for the Apps at any time with at least thirty (30) days’ prior written notice to Customer, which shall become effective for the next Renewal Term (as defined below). Payments will be billed in accordance with the plan descriptions at http://shuttlecloud.com/reseller-pricing. Customer is responsible for ensuring ShuttleCloud has current credit card information in order to process payments. ShuttleCloud may suspend Customer’s access to the Apps if payments are not received on a timely basis. ShuttleCloud may upgrade Customer’s trial account to a paid Google Apps for Business account up to one week prior to the completion Customer’s 30-day trial period, or earlier if requested by Customer, however, Customer will not be charged until completion of the trial period.

     

    a. This Agreement will commence upon Customer’s acceptance hereof (the “Effective Date”). In the event Customer selects the annual plan, as detailed at http://shuttlecloud.com/reseller-pricing, this Agreement will continue for an initial term of one (1) year (the “Initial Term”). Upon expiration of the Initial Term this Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term”, referred to collectively with the Initial Term herein as the “Term”) unless either party gives the other party written notice of non-renewal (which may be given with or without cause). In the event Customer selects the flexible plan, as detailed at http://shuttlecloud.com/reseller-pricing this Agreement will continue in effect until terminated by either party.

     

    b. Customer may terminate this Agreement at any time however, Customer will remain obligated for payment of the applicable Purchase Price detailed at http://shuttlecloud.com/reseller-pricing. ShuttleCloud will have the right to terminate this Agreement upon written notice if Customer fails to cure any material breach of this Agreement within thirty (30) days after receiving written notice of such breach, provided, however, that the period to cure a breach with respect to payment shall be ten (10) days, and ShuttleCloud shall have the option to suspend (rather than terminate) Customer’s use of the Licenses and access to the Apps in the event of such a breach. Material breaches include, but are not limited to, non-payment or any violation of law, the Google TOS or the confidentiality obligations set forth in Section 6 hereof. This Agreement is further subject to early termination if Google terminates the Apps pursuant to the Google TOS. The foregoing shall not limit either party’s rights or remedies available to it pursuant to applicable law.

     

    c. From and after any termination or expiration of this Agreement: (i) the Licenses and Customer’s rights to use the Apps will immediately cease; (ii) any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties; (iii) each party will promptly return to the other, or destroy and certify the destruction of, all of the other party’s Confidential Information in its possession; and (iv) all fees and any other monies due to ShuttleCloud by Customer as if the date of such termination will become immediately due and payable.

    4. Apps Terms of Service

    The Apps will be provided by Google Inc. (“Google”). Customer acknowledges and agrees that the Licenses and its use of the Apps are subject to (i) the terms of this Agreement, and (ii) the Google Terms of Service located at http://www.google.com/apps/intl/en/terms/reseller_premier_terms.html (the “Google TOS”) and the terms and conditions referenced therein. Customer shall be required to accept the Google TOS upon its first log-in to the Apps. The Google TOS is a contract between Customer and Google. ShuttleCloud will have no liability for the performance of the Apps.

    5. ShuttleCloud Services

    In connection with Customer’s use of the Apps, ShuttleCloud may provide certain of its own proprietary services and/or products with respect to Customer’s migration to and implementation of the Apps. Any such services are provided subject to ShuttleCloud’s terms and conditions for such services located at http://shuttlecloud.com/shuttlecloud-terms-of-use and subject to ShuttleCloud’s privacy policy located at http://shuttlecloud.com/privacy-policy as well as any terms and/or privacy policies referenced within those services or products.

    6. Confidential Information

    “Confidential Information” means any information or data that is disclosed by one party to the other party pursuant to this Agreement that is marked as confidential or that such party does not generally make available to the public. Confidential Information does not include information that the receiving party can show: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; or (c) was previously known by the receiving party as shown by its written records. A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in confidence, and to protect the disclosing party’s Confidential Information in the same manner that it protects the confidentiality of its own similar confidential information (but in no event using less than reasonable care); and (b) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the disclosing party’s Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law, applicable regulatory authorities, or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure.

    7. Support

    ShuttleCloud may provide certain on-line tutorials and related training and support with respect to the Apps; provided, however, ShuttleCloud does not guarantee performance of the Apps and undertakes no obligation to support or ensure specific service level requirements of the Apps. Any technical support and/or service level requirements with respect to the Apps are governed by the Google TOS. ShuttleCloud’s provision of training and support services in any given instance does not, and shall not be deemed to, give rise to an obligation to provide any future or on-going training and support services.

    8. Marketing

    During the term of this Agreement and at any point thereafter, ShuttleCloud may publicly refer to Customer orally and in writing, including on ShuttleCloud’s website, marketing materials and sales presentations, as a customer of ShuttleCloud and may use Customer’s logo for such purposes.

    9. Warranties

    ShuttleCloud represents and warrants to Customer that ShuttleCloud: (i) has the full power and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) will not violate any local, state, national or international law or regulation in connection with the performance of its obligations hereunder. EXCEPT AS PROVIDED FOR IN THE PRECEDING SENTENCE, SHUTTLECLOUD MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; ALL SUCH REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SHUTTLECLOUD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE APPS. REPRESENTATIONS AND WARRANTIES REGARDING THE APPS (IF ANY) ARE PROVIDED BY GOOGLE AS SPECIFIED IN THE GOOGLE TOS.

    10. Indemnification

    Customer, at its expense, shall indemnify, defend and hold ShuttleCloud and its officers, directors, owners, employees, and affiliates harmless from and against any and all liability, damages, injuries, losses, costs and expenses (including attorney’s fees) arising out of or relating to Customer’s use of the Apps, including but not limited to liability, damages, injuries, losses, costs and expenses arising from any claims relating to Customer’s breach of any representations, warranties, or covenants in this Agreement and the Google TOS.

    11. Limitation of Liability

    NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO SHUTTLECLOUD FOR THE APPS DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW BUT DO NOT APPLY TO BREACHES OF CONFIDENTIALITY OBLIGATIONS, VIOLATIONS OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY, OR INDEMNIFICATION OBLIGATIONS. TO THE FULLEST EXTENT ALLOWED BYAPPLICABLE LAW CUSTOMER RELEASES GOOGLE FROM ANY ALL ALL LIABILITY INCLUDING, WITHOUT LIMITATION any damages INCURRED BY CUSTOMER, whether direct, indirect, incidental or consequential, arising from SHUTTLECLOUD’S distribution and resale of the LICENSES to Customer.

    12. Equitable Relief

    Nothing in this Agreement will limit either party’s ability to seek equitable relief.

    13. Governing Law/Arbitration

    This Agreement shall be construed and governed in accordance with the laws of the State of New York of the United States of America, without regard to its rules regarding conflicts of law. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. The parties agree to work together in good faith to resolve any dispute regarding this Agreement internally and by escalating it to higher levels of management and optional mediation, prior to resorting to binding arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, that cannot be resolved by good faith negotiations shall be finally settled by binding arbitration conducted in the English language in New York, NY (USA), under the commercial arbitration rules of the American Arbitration Association. The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this Section to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights hereunder through specific performance, injunction or similar equitable relief. This Agreement shall be interpreted, construed, and governed by the laws of the State of New York, without regard to its conflict of law provisions.

    14. Waiver/Severability

    Failure to enforce any provision of this Agreement will not constitute a waiver. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

    15. Notices

    Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

    16. No Agency

    The parties hereto are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

    17. Entire Agreement/Amendment

    This Agreement, and all documents referenced herein, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. ShuttleCloud reserves the right, in its sole discretion, to modify or change these Terms of Services at any time by posting the changes to its website or through electronic notice to Customer. Customer’s payment of its monthly payment due immediately following the posting or notice of such changes constitutes acceptance of those changes. ShuttleCloud will use reasonable commercial efforts to provide notice of material changes to Customer.

    18. Third Party Beneficiaries

    Customer, ShuttleCloud and Google have rights under this Agreement. Subject to the foregoing, no other person or entity shall have third party rights under this Agreement other than as specifically provided herein.