Thank you for your interest in Cloud of Goods. CloudofGoods.com is fully owned and operated by IncubateLabs Inc., a Delaware corporation (hereinafter, “CloudofGoods.com”, “Cloud of Goods”, CoG, or “we”, “our” or “us”) provides a collection of services and tools (hereinafter the “Services”), including without limitation providing an online presence for users to view, rent, or post “Rental Listings” and other Content (as defined below), subject to the following Terms of Use. These Terms of Use must be read in conjunction with and to include all other CloudofGoods.com policies available on the Site (the “Policies”). You can review the Policies through the following links:

BEFORE YOU MAY BECOME A MEMBER, YOU MUST READ AND ACCEPT THE TERMS OF USE AND THE POLICIES. BY USING THE SITE IN ANY WAY, YOU ARE AGREEING TO COMPLY WITH THE TERMS OF USE AND THE POLICIES.

Should you object to any of the Terms of Use or guidelines, or any subsequent modifications thereto or become dissatisfied with CloudofGoods.com in any way, your only recourse is to immediately discontinue use of CloudofGoods.com. CloudofGoods.com has the right, but is not obligated, to strictly enforce the Terms of Use through self-help, community moderation, active investigation, litigation and prosecution.

Ownership of Site and Content

The website, including any subdomains, and any replacement or successor website, or portions thereof (hereinafter referred to as the “Site”) is the property of IncubateLabs Inc. All content, including, without limitation, all text, including descriptions and feedback, graphics, photographs, trademarks, logos, sounds, music, artwork and the computer code comprising the same (collectively, “Content”), and the design and arrangement of such Content, on the Site is owned, controlled or licensed by or to CloudofGoods.com, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

If you post Content on the Site, you grant CloudofGoods.com a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable right to use, modify, perform and/or display, reproduce and distribute and any other copyright rights you have in such Content, in any media and any form. By posting Content on the Site, you represent and warrant to CloudofGoods.com that you have the right to grant CloudofGoods.com the rights above.

You acknowledge that CloudofGoods.com does not pre-screen or approve Content, but that CloudofGoods.com shall have the right (but not the obligation except as required by law) in its sole discretion to refuse, delete or move any Content that is available through the Site for violating the letter or spirit of the Terms of Use or for any other reason. You understand that by using the Site, you may be exposed to Content that is offensive, indecent, inaccurate, illegal, misleading, or otherwise objectionable.

Conditions of Use of Site and Services

While using the Site and Services you will not:

  • post Content or items in an inappropriate category or areas on our sites and services;
  • violate any laws, third party rights, Rental Agreement, or these Terms of Use;
  • use our sites, services, or tools if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our Site, or Services;
  • manipulate the price of any item or interfere with other CloudofGoods.com Members’ (hereinafter a “Member”) listings;
  • circumvent or manipulate our fee structure, the billing process, or fees owed to CloudofGoods.com;
  • take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • interfere or attempt to interfere with the proper working of the Site, Services, or any activities conducted on or with the sites, services, or tools;
  • bypass any measures we may use to prevent or restrict access to the Site;
  • post false, inaccurate, misleading, defamatory, or libelous Content (including personal information);
  • take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Site or using it for purposes unrelated to CloudofGoods.com);
  • transfer your CloudofGoods.com Member Account (including feedback) and Member ID to a third party without our consent;
  • distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm CloudofGoods.com, or the interests or property of CloudofGoods.com users;
  • export or re-export any CloudofGoods.com tools except in compliance with the export control laws of any relevant jurisdictions;
  • copy, reproduce, modify, create derivative works from, distribute, or publicly display rights or Content (except your own information) from the Site, Services or CloudofGoods.com’s copyrights and trademarks without CloudofGoods.com’s express written permission and the appropriate third party, as applicable; or
  • harvest or otherwise collect information about users and/or Members, including email addresses, without their consent.

Member Account Access and Password

You shall keep your password to your Member Account confidential. Your Member Account and your password are personal and cannot be shared, communicated or transferred to any other individual or entity, except as required by law. You recognize and accept to be solely responsible for use of your password and Member Account. You accept being held solely responsible for all consequences and obligations generated by use of your password and Member Account by a third party. You recognize and accept that CloudofGoods.com considers the usage of your Member Account, username or password as proof of the usage of the Site by you and any actions made by a Member Account, including but not limited to, all evaluations, ratings information and comments, are considered to be made by you.

Member Account Information

Upon registration of a Member Account, you shall provide a valid email address that will be used to communicate between you and the Site, and will be used as the unique identifier for the Member Account. All notifications for your attention will be sent to the email address that is associated with your Member Account. Messages and notifications are considered received 24 hours after the email has been sent, unless we receive a notification stating that the email address is not valid or functioning.

You accept to provide your physical address, which is required by CloudofGoods.com upon registration of the Member Account. You herby grant CloudofGoods.com permission to post a general description of your physical address (i.e. City, State and Zip Code) to be displayed on any Rental Listing posted by your Member Account. Further, you hereby grant CloudofGoods.com permission to deliver your physical address to (1) the owner of an item proposed to be rented by you or (2) the borrower of an item after the completion of a rental request.

Any change of your personal information (including your email address) requested when creating and completing a Member Account must be declared to CloudofGoods.com within 8 days of the change.

Termination of Member Account

Without limiting other remedies, CloudofGoods.com may limit, suspend, or terminate your Member Account, prohibit access to our Site and its Content, Services, delay or remove Content and take technical and legal steps to keep you off the Site if we think that you are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of these Terms of Use, including, but not limited to, the Policies. CloudofGoods.com also reserves the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue the Site or Services. You will not hold CloudofGoods.com (including its officers, directors, agents, subsidiaries, joint ventures or employees) liable for claims, demands or damages (actual and consequential) of any kind for the closing of a Member Account.

Privacy

Except as explicitly provided in our Privacy Policy, we do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the CloudofGoods.com Privacy Policy. We view protection of our users’ privacy as very important. You can access and modify the information you provide us and choose not to receive certain communications by signing in to your Member Account. For a complete description of how we use and protect your personal information, see the CloudofGoods.com Privacy Policy. If you object to your information being transferred or used in this way please do not use our services.

Rental Policies

Our policies pertaining to posting items for rent, renting items, and the associated transactions are available on the Site (the “Rental Policy) are part of and incorporated by reference of these Terms of Use. CloudofGoods.com reserves the right to change the Rental Policy at any time.

Billing, Fees, Taxes, and Commissions

Access, registration and usage of the website are free.

Our policies pertaining to the Reservation Fee, billing conditions, paid tools and services available on the site (Rental Policy) are part and incorporated as reference of the present Terms of Use. Unless posted otherwise, our fees are indicated in US dollars (USD) and are pretax. CloudofGoods.com reserves the right to change the Rental Policy at any time.

CloudofGoods.com does not pay any taxes on behalf of the Users or Members of the Site. You are solely responsible to: (i) determine what taxes resulting from any use of our Services or Site, if any, apply to you; and (ii) pay such taxes.

Take Down Notification

CloudofGoods.com cannot be aware of all the Content published on the site in all the Rental Listings or in the comments. However, CloudofGoods.com commits to remove as quickly as possible any copyright protected material once notified.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of the Site believe its copyright, trademark or other property rights have been infringed by a posting on the Site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed;
  • Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
  • Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about who repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement

  • Cloud of Goods - San Francisco
  • 950 Grant Ave, Floor 2, San Francisco, CA 94108, USA
  • Cloud of Goods - Orlando
  • 11833 Chateaubriand Ave, Orlando, FL 32836, USA

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials may be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

Links to Third Party Sites

Furthermore, the Content available on or through the Site may contain links to other websites that are completely independent of CloudofGoods.com. CloudofGoods.com makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such website. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on the Content, and that under no circumstances will CloudofGoods.com be liable for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available on or through the Site.

Disclaimers

YOU AGREE THAT YOUR USE OF THE SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND THE SERVICES AND ANY RENTAL TRANSACTION YOU ENTER INTO.YOUR SOLE REMEDY AGAINST CLOUD OF GOODS FOR DISSATISFACTION WITH THE SITE, THE SERVICES, OR ANY CONTENT IS TO STOP USING THE SITE AND THE SERVICE. THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. CLOUD OF GOODS EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CLOUD OF GOODS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENTS, SERVICES, OR FEATURES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS WILL BE CORRECTED, THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS, OR THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. CLOUD OF GOODS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES, INCLUDING OTHER USERS, IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, ITEMS RENTED TO OR FROM YOU IN CONNECTION WITH YOUR USE OF THE SITE, SERVICES OBTAINED OR GIVEN BY YOU IN CONNECTION WITH YOUR USE OF THE SITE, AND/OR ANY CLOUD OF GOODS SERVICES.

CLOUD OF GOODS SHALL NOT BE LIABLE FOR THE DELETION OR FAILURE TO STORE ANY CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICE.

CLOUD OF GOODS WILL NOT PROVIDE LEGAL ADVICE REGARDING ANY SERVICES YOU USE (OR PROPOSE TO USE). NO ACT OF CLOUD OF GOODS SHALL BE INTERPRETED AS PROVIDING LEGAL ADVICE, INCLUDING BUT NOT LIMITED TO PROVIDING LEGAL DOCUMENT TEMPLATES OR PERMITTING A RENTAL TRANSACTION TO OCCUR. CLOUD OF GOODS ENCOURAGES YOU TO SEEK YOUR OWN LEGAL COUNSEL IF YOU HAVE ANY QUESTIONS REGARDING YOUR PERSONAL LIABILITY FOR ANY PARTICULAR TRANSACTION OR IF YOU WOULD LIKE A RENTAL AGREEMENT DRAFTED AND/OR REVIEWED.

Limited Liability

Under no circumstances shall CloudofGoods.com be liable for direct, indirect, incidental, special, consequential or exemplary damages (even if CloudofGoods.com has been advised of the possibility of such damages), resulting from your use of the Site or the Service, or resulting from any rental transaction, including, but not limited to, damages or injury resulting form a rented item or non-returned item, damages which arise from use or misuse of the Site or the Service, from inability to use the Site or the Service, or the interruption, suspension, modification, alteration, or termination of the Site, the Service or member account. Such limitation shall also apply with respect to damages incurred by reason of other Services or products received through or advertised in connection with the Site or the Service or any links on the Site, as well as by reason of any information or advice received through or advertised in connection with the Site or the Service or any links on the Site. These limitations shall apply to the fullest extent permitted by law.

If, notwithstanding the other provisions of these Terms of Use, CloudofGoods.com is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Service, CloudofGoods.com’s liability shall in no event exceed the greater of (1) the total of any reservation fees paid by you to CloudofGoods.com with respect to any Service or feature of or on the Site paid in the six months prior to the date of the initial claim made against CloudofGoods.com (but not including the purchase price for any CloudofGoods.com products), or (2) US $100.00. Some jurisdictions do not allow limitations of liability, so the forgoing limitations may not apply to you.

Indemnification and Release

You agree to indemnify and hold CloudofGoods.com, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against CloudofGoods.com by any third party due to or arising out of or in connection with your use of the Site, any rental agreement or transaction, or violation of any the Terms of Use or Policies.

If you have a dispute with another user(s), you agree to release CloudofGoods.com and its officers, directors, agents, employees and representatives from any claims, demands, actions, losses, damages of every kind and nature, whether known or unknown, arising out of such dispute. If you are a California resident, you are to waive the application of California Civil Code Section 1542 which states: “A general release does not extent to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

No Agency

CloudofGoods.com and you are independent parties, each acting in its name and for its own purpose. Nothing in this Terms of Use or the Policies shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, agency, joint venture or formal business entity of any kind or create a fiduciary or similar relationship among the parties; and the rights and obligations of the parties shall be limited to those expressly set forth herein.

Governing law; Dispute resolution

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in San Mateo County, California, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.

If a dispute arises out of or relates to this Agreement, or the breach thereof, you agree to try in good faith to settle the dispute by contacting the CloudofGoods.com directly.

If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, you agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association (http://www.adr.org/fileacase) under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

If a dispute arising out of or relating to this Agreement, or the breach thereof, and if the dispute cannot be solved through negotiation, or mediation, you agree to settle the dispute by arbitration administered by the American Arbitration Association (http://www.adr.org/fileacase) under its Commercial Mediation Procedures and its Consumer-Related Disputes Supplementary Procedures before resorting to litigation, or some other dispute resolution procedure. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

If the dispute cannot be resolved through negotiation, mediation, or arbitration, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Void where prohibited

Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States of America. Any offer for any feature, product or service made on the Site is void where prohibited. You are solely responsible for complying with applicable local laws.

Updates; Termination or Suspension of Access

The information contained in this Site, including these Terms of Use, the Policies, Prices and Services, is subject to change at any time and without notice, and CloudofGoods.com makes no commitment to update the materials on the Site, including information that may be out of date.

CloudofGoods.com reserves the right to, at any time and without notice, modify, suspend or terminate operation of or access to the Site, or any portion thereof, or interrupt the operation of the Site, or any portion thereof.

Miscellaneous

You may not use the Site or any Content in violation of any applicable laws or regulations, including without limitation United States export laws and regulations. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use, and the Policies referenced herein constitute the entire agreement between you and CloudofGoods.com with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and CloudofGoods.com with respect to such use are hereby superseded and cancelled. CloudofGoods.com will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. CloudofGoods.com’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by CloudofGoods.com of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between CloudofGoods.com and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.