1. Introduction

1.1 Remos Capital Ltd is a company registered in England and Wales under company registration number 7006882 and with its registered office at 7 Old Park Lane, London, W1K 1QR (“CloudX”).

1.2 These Terms and Conditions (the “Terms” apply to your use of the CloudX website (the “Site”) which is operated by CloudX and to any services provided through the Site (the “Services”). By using the Site, you acknowledge and agree to be legally bound by these Terms and the disclaimers herein just as if you had signed these Terms. If you do not agree to these Terms, you should not use the Site and/or the Services.

1.3 These Terms may be supplemented by additional terms and conditions pertaining to specific content and activities. You agree and understand that such additional terms and conditions are hereby incorporated by reference to these Terms.

2. Registration

2.1 To begin the enrolment process, you must complete the registration process for one or more of the Services as set out on the Site. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law.

2.2 As part of the application, you must provide us with your (or your business’) legal name, address, phone number and e-mail address or any other information we may require from you in accordance with the applicable Services. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

2.3 You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the territory in which your business is registered; (b) you have all requisite right, power and authority to enter into these Terms and perform your obligations and grant the rights, licences and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under these Terms.

2.4 Any password we provide to you may be used only during the Term (as defined in clause 4.1) to access your account (or other tools we provide) to use the Services, electronically accept your orders, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with these Terms) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

2.5 By filling out the application form which shall be submitted to you either electronically or by post, and by providing your information (such as name, address, telephone, fax number, email address, details of your business, etc.), you can become a registered user of CloudX (a “Registered User”). If your application is accepted, CloudX will establish an account (“Account”) for you and you will be assigned a user alias (“User ID”) and password (“Password”) for log-in access to your Account. You represent and warrant to CloudX that all information submitted to CloudX during the registration process is true, accurate, current and complete.

2.6 CloudX may refuse registration and deny the issuance of an Account and associated User ID and Password to you without giving a reason.

2.7 By becoming a Registered User, you consent to the inclusion of your personal data in our database which CloudX will hold and use strictly in accordance with our Privacy Policy (as set out in Clause 7.1).

2.8 CloudX may suspend or terminate a Registered Users’ Account at any time by giving no less than 3-hours’ notice to the Registered User, provided, however, that notice is not required for such termination if:

1. in CloudX’s determination, there is any breach of the provisions of these Terms by the Registered User;
2. CloudX has reasonable grounds to suspect that information provided by a Registered User is untrue, inaccurate or is not current or complete; or
3. CloudX believes that the Registered User’s actions may cause financial loss or legal liability to such Registered User, CloudX or other Users (as defined in clause 3.1 below).

3. Application of and Acceptance of these Terms

3.1 For purposes of these Terms, a “User” is any person who accesses the Site for whatever purpose, regardless of whether such User has registered with CloudX as a Registered User or whether such User is a paying customer for a specific service provided by CloudX.

3.2 These Terms apply to each Service in addition to any terms and conditions that may be applicable to such specific Service provided, however in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Service and any provision of these Terms, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favourable to CloudX and/or its affiliates, and only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Service shall prevail.

3.3 We reserve the right, in our sole discretion, to change, modify, add or remove parts of these Terms at any time. You are responsible for reviewing these Terms periodically for changes as by using the Site after we post any changes to these Terms, you are agreeing to accept those changes, whether or not you have reviewed them. These Terms may not otherwise be modified, except in writing by an authorised officer of CloudX.

4. Access and Services

4.1 Access to the Site and certain of its features are provided to all Users free of charge for 90 days from the date we established your Account and thereafter shall be a yearly subscription fee, the amount of which shall be notified to you by CloudX (the “Term”). Your right to access this Site is subject to any limits established by CloudX. Notwithstanding anything contained in these Terms to the contrary, CloudX may, in its sole discretion, terminate or restrict your participation in or use of the CloudX Site.

4.2 You may terminate your subscription by giving 30 days’ prior written notice to CloudX. Upon termination, you shall be liable to pay any outstanding fees due to CloudX and you will no longer be eligible for any rebates offered by CloudX.

4.3 CloudX reserves the right to deny Services to any User for whatever reason in order to protect the interests of CloudX. In such case, the User’s sole remedy shall be a refund of a subscription fee paid (if any).

4.4 You shall not undertake any scheme to undermine the integrity or functionality of the Services offered on the Site, nor shall you attempt to gain unauthorised access to any services, data or computer systems which have not been expressly made available to your computer systems or networks.

5. Site Content and Intellectual Property Rights

5.1 The Site and all, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of the Site), (the “Site Content”) embody trade secrets and intellectual property rights protected under English and international copyright and other laws and are owned, controlled or licensed by CloudX, or by the original creators of such materials or their permitted licensors.

5.2 Subject to these Terms, we grant you a non-exclusive, non-transferable, limited right to access and use the Site and the Site Content. However, no right, title, or interest in any the Site Content will be granted or transferred to you as a result of any permitted use of such materials. All title, ownership and intellectual property rights in the Site and Site Content shall remain with CloudX, its affiliates or licensors of the Site Content, as the case may be.

5.3 You may use the Site and the Site Content only for viewing the Site in the ordinary course or as a resource for purchasing or selling products or Services offered through the Site. Use of the Site and/or the Site Content, for any purpose not expressly permitted in these Terms including any copying, reproduction, modification, sale, distribution, extraction, re-utilisation, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the CloudX is strictly prohibited.

5.4 In particular you agree that you shall not copy, reproduce or download any of the Site Content for the purpose of re-selling or re-distributing the Site Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with CloudX, or otherwise commercially exploiting the Site Content.

5.5 Any systematic retrieval of Site Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from CloudX is strictly prohibited.

5.6 All rights not otherwise claimed under these Terms or by CloudX are hereby reserved. Please notify us immediately if you become aware of any infringement of any intellectual property on the Site.

6. Third Party Content

6.1 Some of the CloudX Content displayed on this Site is provided or posted by you or by third parties (“Third Party Content”). Neither CloudX nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of CloudX’s display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. CloudX is not responsible for the accuracy, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User’s reliance of such Third Party Content. In addition, CloudX is not responsible for the conduct of any User’s activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User’s conduct. Notwithstanding the foregoing, where CloudX becomes aware of any suspected unlawful or improper activity on the Site whether in Third Party Content or otherwise, CloudX reserves the right to immediately remove such Third Party Content pending further investigation.

6.2 CloudX may allow you access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third party’s website. These links are provided solely as a convenience to you and not as an endorsement by CloudX of the content on such third party websites. You acknowledge that CloudX has no control over such third party’s site, does not monitor such sites, and shall not be responsible or liable to anyone for such site, or any content, products or services made available on such site. If you decide to access linked third-party websites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites. You are cautioned to read such sites’ terms and conditions and/or privacy policies before using such sites.

6.3 CloudX generally welcomes the hyper-linking to the Site from other appropriate websites provided such links are to the Site’s homepage (and no deeper within the Site) and provided we give our consent to the establishment of such links. Notwithstanding the foregoing, we reserve the absolute right to refuse to consent to such links without giving reasons. Any links to the Site from another website must be presented in such a manner that the viewing of the Site is not impaired by framing or similar techniques that may impair the visitor’s user experience.

7. Privacy Policy

7.1 CloudX are committed to protecting your privacy and security. The Site includes areas where you are requested to input information about yourself or others. All personal data that we collect from you will be processed in accordance with our Privacy Policy. You should review our Privacy Policy, which is incorporated into these Terms by this reference. The current version of the CloudX Privacy Policy is available here. Each User hereby accepts the Privacy Policy and any updates and amendments thereto.

8. Registered Users Who Post Third Party Content on CloudX

8.1 You must be a Registered User in order to post Third Party Content on the Site using the self-help submit and edit tools provided through the Site. Your status as a Registered User is governed by the provisions of Clause 2 above.

8.2 No sales agency relationship is created between you and CloudX, our affiliates, directors, officers or employees by virtue of CloudX’s display of any of Third Party Content on the Site.

8.3 You hereby represent, warrant and agree to:

1. provide CloudX with true, accurate, current and complete information to be displayed on the Site; and
2. maintain and promptly amend all information to keep it true, accurate, current and complete.

You hereby grant to CloudX a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all Third Party Content (in whole or part) provided by you in accordance with the purposes set forth in these Terms and to exercise the copyright, publicity, and database rights you have in such Third Party Content, in any media now known, not currently known or later developed.

8.4 You hereby represent, warrant and agree that:

1. you have obtained all necessary third party copyright or trademark licenses and permissions required to post any Third Party Content;
2. you shall be solely responsible for ensuring that any Third Party Content you post on the Site does not violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party;
3. you will ensure that all Third Party Content is posted with the permission of the owner(s) of such rights,

Without limiting the generality of Clause 14, you agree to indemnify CloudX on demand in full in respect of any claims arising from your breach of the foregoing warranty.

8.5 You agree not to use the Site or cause or permit the Site to be used:

1. so as to jeopardise or prejudice the operation, quality or integrity of the Site;
2. to harvest or otherwise collect information about others, including e-mail addresses, without their consent;
3. to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful programs; or
4. contrary to the terms and conditions of any Internet Service Provider whose services you may use.

8.6 You hereby represent, warrant and agree that Third Party Content submitted by you to CloudX for display on the Site shall not:

1. contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
2. be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
3. relate to the sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or data protection rights or rights of publicity or privacy;
4. violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
5. be defamatory, libelous, unlawfully threatening or unlawfully harassing;
6. be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promote sexually explicit materials or be otherwise harmful to minors;
7. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, membership of an ethnic community or age;
8. be used for any direct marketing, surveys, contests or pyramid schemes, or to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material;
9. contain any material that constitutes unauthorised advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourage conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
10. solicit business from any Users in connection with a commercial activity that competes with CloudX;
11. contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with or intercepting any software or hardware system, data or personal information;
12. link directly or indirectly to or include descriptions of goods or services that are prohibited under these Terms; or
13. otherwise create any liability for CloudX or its affiliates.

8.7 CloudX reserves the right in its sole discretion to remove any Third Party Content displayed on the Site which it reasonably believes is unlawful, could subject CloudX to liability, violates these Terms or is, in CloudX’s opinion, otherwise inappropriate.

8.8 CloudX reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing or breach of these Terms. Further, CloudX may disclose your identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and CloudX shall not be liable for damages or results thereof and you agree not to bring any action or claim against CloudX for such disclosure.

8.9 In furtherance of this clause 8, CloudX may suspend or terminate the Account of any User as CloudX deems appropriate in its sole discretion.

9. Transactions between Buyers and Suppliers – The Trading Floor

9.1 Through the Site, the services provided by CloudX includes electronic web-based platform as well as other web and mobile application platforms for exchanging information between Users who are buyers and suppliers of products and services (the “Trading Floor”). The function of the Trading Floor is to act as a venue to allow Users to offer, seek, buy and sell mobile phones, and related items (the “Products”) to each other.

9.2 CloudX is not an auctioneer. CloudX merely provides a trading floor facility which operates by linking and matching Users and thereby facilitating trade in the Products between Users. Those Users listing Products for sale via the Trading Floor are referred to as the Sellers (the “Sellers”), while those Users purchasing Products via the Trading Floor are referred to as the Buyers (the “Buyers”). A transaction occurs upon a successful match of a Buyers requirement with the Sellers Products (the “Transactions”). CloudX does not possess the items offered through the Site and is not involved in Transactions between Users. Furthermore CloudX does not represent the Seller nor the Buyer in Transactions.

9.3 CloudX does not control and is not liable to or responsible for the accuracy or reliability of the listings and descriptions of Products included on the Trading Floor, the quality, safety, lawfulness or availability of the Products offered for sale on the Trading Floor or the ability of the Sellers or Buyers to complete a proposed Transaction (and this clause 9.3 also applies to those listings sent by email to CloudX by Users but posted on the Trading Floor by CloudX on such Users’ behalf).

9.4 You acknowledge that you are fully assuming the risks of purchase and sale when using the Site to conduct Transactions. Such risks shall include, but are not limited to: misrepresentation of Products and Services, fraudulent schemes, unsatisfactory quality, failure to meet specifications or international standards, defective Products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents (“Transaction Risks”). You agree that CloudX shall not be liable or responsible for any damages that may arise as a result of or in connection with any Transaction Risks.

9.5 CloudX is not responsible for ensuring that Buyers and Sellers actually complete a Transaction. The offer, sale, purchase, export or import of any Product is not valid and legal merely because it is listed on the Trading Floor, nor do we accept any obligation to protect you from unsafe Products listed for sale on the Trading Floor.

9.6 You are solely responsible for the terms and conditions of the Transactions conducted on, through or as a result of use of the Trading Floor, regarding returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. You must not offer, sell, bid for, or buy any items which we do not permit on the Site, including but not restricted to, encryption software or hardware and any products subject to any export control policies in any of the countries where the Site is accessible. You agree to adhere to any and all terms and conditions which govern the sale or resale of the handsets including without limitation any supplier’s terms and conditions which may restrict how any handset may be sold.

9.7 When using this Site, you accept and agree that CloudX is not responsible for the acts or omissions of Users on the Site. In the event that any User has a dispute with any party to a Transaction, such User agrees to release and indemnify CloudX (and its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such Transaction and that any right, claim or action you have against any other User arising from that User’s use of the Site, will be pursued independently of and without recourse to us.

10. Rules for Transactions

10.1 Upon the request of the Seller, CloudX will organise a Transaction within one (1) working day of the Sellers applicable time zone or as otherwise agreed for delivery of the Products.

10.2 A sale takes place when the following conditions are met:

1. the Buyer raises a purchase order (as per CloudX’s standard purchase order form found on the Site); and
2. the Seller accepts a Transaction and raises an invoice; and

CloudX receives payment for the Products in a Transaction as escrow agent for the Seller from the Buyer.

10.3 On the acceptance of a Transaction by the Seller, the Buyer will pay CloudX a sum equal to the agreed sale price (the “Sale Proceeds”) within one (1) working day of the Buyers applicable time zone or as otherwise agreed of making the successful Transaction and CloudX will hold the sale proceeds in escrow pending successful completion of the Transaction.

10.4 CloudX may request a deposit amount from the Buyer and the Seller, respectively in order to secure a Transaction. The amount required for such deposit shall be notified to you by CloudX prior to entering into any Transaction (“Deposit Amount”). CloudX requires you to maintain the Deposit Amount throughout your subscription and may use the Deposit Amount to set-off any outstanding payments owed to CloudX. In the event you terminate your subscription in accordance with the Terms, we shall refund you your Deposit Amount less any monies outstanding and due to CloudX.

10.5 The fee payable to CloudX for facilitating the Transaction will be deducted from the Sale Proceeds. The Seller and the Buyer will each pay CloudX a fee, which is to be determined as per negotiations with CloudX, and to be agreed on prior to the Transaction taking place (the “Fee”)

10.6 CloudX will notify the Seller following payment to CloudX of the Sale Proceeds. The Seller shall release the Products to the Buyer and deliver such Products to CloudX’s freight forwarder’s warehouse as specified by CloudX. All cost of delivery up until this point shall be borne by the Seller. All deliveries will be made Free Carrier (Incotems 2010) Buyer’s designated shipping point which the Buyer agrees will be the Buyers nearest international airport location at the sole cost and expense of the Buyer (including any export duties or other related taxes as applicable). CloudX shall not be responsible for spotting, switching, demurrage or other transportation charges unless agreed in writing. Risk of loss, damage to and title to Products shall pass upon delivery thereof to Buyer’s carrier. Upon receipt of delivery of the Products, it shall be the responsibility of the Buyer or the consignee receiving delivery of the Products to inspect the Products and secure written acknowledgement from delivering carrier for any shortages, loss, damage or nonconformance. The Buyer shall notify CloudX in writing within five days of receipt of any shipment of any shortages, defects or non-conforming Products. If the Buyer fails to notify CloudX with such five day period of any shortages, defects or non-conforming products, the Products shall be deemed accepted.

10.7 Following delivery acceptance of the Products by the Buyer, CloudX will transfer the Sale Proceeds held in escrow to the Seller. At the same time CloudX will provide the Buyer with a sales invoice for the Products sold.

10.8 All applicable VAT, import, and customs charges shall be paid by the Buyer and satisfied before the Products are released to the Buyer.

10.9 If a Transaction is not completed because:

1. the Products are not as specified by the Seller in the listing; or
2. the inspection report does not match the specifications provided by the Seller;

the Seller is responsible for the return of the Products to its premises, and all costs incurred in that process.

10.10 In the event that the Seller decides to cancel the Transaction it will be responsible for the return of the Products to its premises and all costs incurred in that process.

11. Rules for Buyers using the Trading Floor

11.1 If you are a Buyer, you are legally obliged to conclude a Transaction with a Seller for a Product on the Trading Floor if you purchase a Product listed on the Trading Floor from another User via the Trading Floor unless the Transaction is prohibited by these Terms or by local or international law.

11.2 You agree to be bound by the sale terms included in the Product’s description when buying from a User unless such sale terms are in breach of these Terms or are otherwise unlawful.

11.3 Only in certain exceptional circumstances will you be permitted to cancel a Transaction. An example of such an instance includes where the Seller alters the price or description after a Transaction is agreed.

11.4 As a Buyer you are entitled to place purchase requests on the Trading Floor only if you are the intended buyer of the Products requested. Any form of brokering or agency arrangements whereby Users conduct or engage in Transactions on the Trading Floor on behalf of third parties are strictly prohibited and will not be tolerated by CloudX. Any User found to be engaging in such brokering or agency practices will immediately have their access to and right to use the Site and, in particular, the Trading Floor, terminated.

12. Rules for Sellers using the Trading Floor

12.1 As a Seller, you must make certain you are legally entitled to sell the Product placed on the Site. In addition a Seller must ensure that it is lawful to sell and/or export such Product to the Buyer (taking into account the operative laws in the jurisdiction where the Buyer is located).

12.2 You represent and warrant that all Products sold through the site shall be (1) brand new; (2) (OEM) original equipment manufacturer; (3) never locked (Simfree); and (4) sealed, and do not contain any defects.

12.3 You must carefully, accurately and honestly describe the Products being sold. At no point will CloudX be responsible for the description provided by a User acting as a Seller.

12.4 Without limitation, you must not: (a) bid in a listing where you are the Seller, or arrange for any other person to do so on your behalf; or (b) make bids or make any payment using a false User ID.

13. Disclaimers of Warranties

13.1 THE FEATURES AND SERVICES ON THE CLOUDX SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CLOUDX TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WHICH ARE NOT EXPRESSLY CONTAINED IN THESE TERMS WHETHER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13.2 CLOUDX WILL USE ALL REASONABLE ENDEAVOURS TO ENSURE THAT CONTENT (OTHER THAN THIRD PARTY CONTENT) CONTAINED IN THE SITE IS ACCURATE HOWEVER, CLOUDX MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INTELLECTUAL PROPERTY CONTENT PROVIDED ON OR THROUGH THE SITE OR ANY THIRD PARTY SITE ACCESSED THROUGH THIS SITE.

13.3 NEITHER CLOUDX, ANY OF ITS AFFILIATES, NOR ANY OF ITS RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THE SITE, OR ANY FUNCTION CONTAINED IN THE SITE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.4 Any material downloaded or otherwise obtained through the Site is done at your sole discretion and risk and you are solely responsible for any damage to your computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from CloudX or through or from the Site shall create any warranty not expressly stated herein.

13.5 Under no circumstances shall CloudX be held liable for any delay, failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

13.6 Although the Site is accessible worldwide, not all Products discussed or referenced herein are available to all persons or in all geographic locations. CloudX reserves the right to limit, in its sole discretion, the provision and quantity of any Product to any person or geographic area it so desires. Any offer for any Product made in or through the Site is void where prohibited.

13.7 These disclaimers apply to the fullest extent permitted by law.

14. Indemnity

14.1 You hereby agree to indemnify and hold CloudX, its affiliates, directors, officers, agents and employees harmless, from any and all losses, claims, demands, liabilities (including legal costs on a full indemnity basis) which may arise from your use of the Site (including but not limited to the display of your information on the Site) or from its breach of any of the terms and conditions of these Terms. You further agree that CloudX is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you.

14.2 CloudX reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with CloudX in invoking any available or appropriate defences.

15. Limitation of Liability

15.1 CloudX shall not be liable for any direct special, indirect, punitive, exemplary, incidental or consequential damages (however arising, including negligence), any loss of reputation or goodwill, any economic loss (including, but not limited to, damages for loss of profits, revenues, savings, or business interruption), or any other damages whatsoever (including but not limited to damages for loss of information, data or other intangible property), whether in contract, negligence, tort, strict liability or otherwise or any other damages (even if CloudX have been advised of such damages) resulting from any of the following:

1. the use or the inability to use the Site;
2. the use of any content or other material on the Site or websites linked to the Site;
3. any defect whatsoever in Products, samples, data, information or services purchased or obtained from a User, a Seller or a third-party service provider through the Site;
4. unauthorised access to or alteration by third parties of your of data, transmissions or private information;
5. statements or conduct of you or any third party on the Site;
6. any other matter relating to the Site:

except and to the extent that it arises directly as a result of CloudX’s gross negligence or breach of these Terms in which case the terms of clause 15.2 shall apply.

15.2 In no event shall CloudX’s total liability to you for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence), exceed the amount paid by you to CloudX, if any, for accessing the Site or registering for the CloudX services. If you are dissatisfied with any portion of the Site, or with any of these Terms, your sole and exclusive remedy is the discontinuation of your use of the Site.

15.3 CloudX is not responsible for any injury and or damage to any individual as a result either directly or indirectly of any information published on the Site. The accuracy of the information is not guaranteed and does not constitute business or other professional advice and is subject to change and therefore CloudX cannot accept responsibility for any loss, damage or expense incurred upon using the Site.

16. Governing Law and Jurisdiction

16.1 The Site has been created and is controlled by CloudX in England. These Terms will be governed by, and construed and enforced in accordance with the laws of England and Wales. You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

16.2 Disputes between you and CloudX regarding our Services may be reported to CloudX.

17. Notices

17.1 Any notice or other communication under this Agreement shall only be effective if it is in writing and sent to CloudX at the following address: 7 Oak Park Lane, Mayfair, London W1K 1QR marked for the attention of Mohsen Khalkhali.

17.2 All notices or demands to you shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by you to CloudX, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to you shall be deemed to be received by you if and when (a) CloudX is able to demonstrate that communication, whether in physical or electronic form, has been sent to you, (b) immediately upon CloudX’s posting such notice on an area of the Site that is publicly accessible without charge, or (c) at the latest, 24 hours after an email is sent to you, unless we receive notice that the email address is invalid and an alternative email address has been provided to us.

17.3 As a registered User, you must notify CloudX of a change to your notice details. Any notice or other communication given or made, or deemed to have been given or made, outside working hours will be deemed not to have been given or made until the start of the next period of working hours.

18. General

18.1 Subject to any additional agreements relating to the Services, these Terms and the Privacy Policy constitute the entire agreement between you and CloudX with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter. These Terms will prevail over any conditions of sale imposed by a Seller.

18.2 During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain CloudX’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

18.3 You and CloudX are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

18.4 If a court, or other competent authority, holds any of these Terms to be unlawful, void, or for any reason unenforceable, in whole or part, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

18.5 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

18.6 CloudX’s failure to exercise or delay in exercising a right or remedy provided by these Terms of use or by law does not constitute a waiver of those or any other rights or remedies.

18.7 CloudX shall have the right to assign its obligations and duties under these Terms and in any agreement relating to Services to any person or entity.

18.8 CloudX will not be liable for any delay or failure to perform any of our obligations under these Terms by reasons, events or other matters beyond our reasonable control.

18.9 Any controversy or claim arising out of or relating to these Terms shall be determined by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The number of arbitrators shall be one. The arbitration shall be resolved by the submission of documents only, unless the arbitrator determines that an oral hearing or conference call is necessary. The arbitrator shall establish a fair and equitable procedure for the submission of documents. The parties agree that the award of arbitrator may be published in their entirety or as provided for in the International Arbitration Rules. The place of arbitration shall be London, England.