The Cloud 9 Software, Inc. Club Nine Program (the “Program”) Terms and Conditions are made by and between Cloud 9 Software, Inc., a Delaware corporation, having its principal place of business at 1945 Vaughn Rd NW, Kennesaw, GA 30144 (“Cloud 9” or “we”) and are applicable to registered members of the Club Nine Program (“Participants”). These Terms and Conditions are effective as of the date Participants enrolls in the Program (the “Effective Date”), and may be modified by Cloud 9 from time to time.
1. ELIGIBILITY. This Program is open to residents of the United States, Canada, Mexico and the Caribbean who are age 18 years or older at the time of registration. This Program is not open to: (1) employees or internally contracted vendors of Cloud 9 or its parent/subsidiaries, agents or affiliates; (2) the immediate family members or members of the same household of any such employee or vendor; (3) anyone professionally involved in the development or administration of this Program; (4) employees or internally contracted vendors of governments and government-affiliated companies or organizations; or (5) any employee whose employer's guidelines or regulations do not allow entry in the Program or acceptance of the reward(s). This Program is not open to individuals residing outside North America or where otherwise prohibited or restricted by law. Participants are limited to one (1) account per individual. The Program is offered at the sole discretion of Cloud 9 and may be withdrawn, terminated, cancelled, modified or amended by Cloud 9 at any time and in its sole discretion.
2. HOW TO PARTICIPATE. To participate in the Program, visit https://theclub.cloud9.software/join/terms-and-conditions, accurately and truthfully complete the online registration form, agree to the Terms and Conditions of the Program, and follow the other instructions at the website listed above.
3. REWARDS. Subject to the Terms and Conditions of the Program, and once confirmed by Cloud 9, Participants will be able to accrue “points” that can be redeemed for reward(s). Rewards will be featured at various price points and in limited quantities.
Points may not be brokered, bartered, pledged, gifted, sold or otherwise transferred, nor may any points, rewards or accounts be shared, aggregated or combined among or between Participants. If Participants obtain points through fraudulent or other activity that violates the Terms and Conditions, we reserve the right to terminate your participation in the Program and/or decline to issue any reward(s).
The approximate retail values of rewards are subject to change based on current market conditions at the time of reward redemption. We reserve the right to change the points required for each reward. Participants are not entitled to any surplus between actual retail value (ARV) of a reward and stated ARV, and any difference between stated ARV and actual value of the reward will not be awarded. No substitution, assignment, transfer, or cash redemption of any reward is allowed. Cloud 9 reserves the right to substitute a reward with another reward of equal or greater value should the advertised reward become unavailable for any reason. If applicable, rewards may be fulfilled in the form of voucher(s), coupon(s) and/or gift card(s) in Cloud 9’s sole discretion. If a Participant is unable to participate in or accept a reward or any portion of a reward for any reason, Cloud 9 shall have no further obligation to such Participant. Cloud 9 will not replace any lost or stolen rewards after redemption by Participants. In no event will Cloud 9 be responsible for fulfilling more than the stated number of rewards. Participants acknowledge and agree that rewards are available in limited quantities and that reward type and availability are subject to change at any time in Cloud 9’s sole discretion. Cloud 9 shall have no obligation or liability to Participants for any changes made to reward type or availability.
Participants are solely responsible for all tax liabilities and/or obligations, if any, related to their participation in the Program, including upon receipt of points or redemption of rewards. Participants may be issued an IRS Form 1099 or other tax documentation for the ARV of any redeemed reward.
4. CONDITIONS. This Program is subject to all applicable federal, state and local laws. By participating in the Program, Participants agree: (a) to be bound by these Terms and Conditions, which may be modified from time to time by Cloud 9 in its sole discretion, and the decisions of Cloud 9, which shall be final and binding upon the Participants; and (b) to waive any right to claim any ambiguity in the Program or these Terms and Conditions, except where prohibited by law. By participating in the Program, all Participants releases and waives any and all rights, claims and causes of action whatsoever that they may have, or which may arise, against any of them for any liability for any matter, cause or thing whatsoever, including but not limited to any injury, loss, damage, whether direct, compensatory, incidental or consequential, to person, including death and damage to property, arising in whole or in part, directly or indirectly, from their acceptance, possession, use or misuse of a reward, or their participation in the Program, or their participation in any Program or reward related activity, which they have or may have in the future, against Cloud 9 Software, Inc., its parent, subsidiary and affiliated companies, and their respective directors, employees, officers, shareholders, licensees, licensors and agents, and respective advertising and Program entities and any person or entity associated with the administration of the Program (collectively, the “Released Parties”), and Participants further agree to indemnify, defend and hold the Released Parties from and against any and all such claims, demands or liabilities. Each Participant acknowledges that the Released Parties have neither made, nor are in any manner responsible or liable for, any warranty, representation or guarantee, expressed or implied, in fact or in law, relative to any reward or the Program. Apart from manufacturer warranties (which may not be available in all geographies), all warranties are hereby expressly disclaimed, and each Participant agrees to accept all rewards “AS IS” and without any representations or warranties by Cloud 9. All costs and expenses, including support services, not specifically listed above as part of the reward, are the sole responsibility of the Participant.
Participants acknowledge and agree that none of the Released Parties are responsible for any: (a) lost, late, misdirected, undeliverable, incomplete or indecipherable entries due to system errors or failures, faulty transmissions or other telecommunications malfunctions and/or entries; (b) technical failures of any kinds; (c) failures of any of the equipment or programming associated with or utilized in the Program; (d) unauthorized human and/or mechanical intervention in any part of the submission process or the Program; or (e) technical or human error which may occur in the administration of the Program or the processing of entries.
Use of any automated entry device or software is prohibited. Creation or use of multiple accounts for registration or participation in the Program is prohibited. To the extent the Program uses or requires functionality of any third party website (e.g., social media sites or platforms that enable broad communications, collaboration and/or posting of videos), you understand that the Program is not sponsored by such third parties, and further agree to follow the policies on such website(s), as applicable. Cloud 9 reserves the right to disqualify any Participant it finds to be (a) tampering with the points awarding and/or reward processes; (b) otherwise interfering with the operation of the Program; or (c) violating these Terms and Conditions. Cloud 9 reserves the right to cancel the Program should it suspect fraud by any Participant or should the Program be affected by events or occurrences outside of Cloud 9’s reasonable control. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION OF SUCH PERSON FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, CLOUD 9 RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
All Participants are solely responsible for compliance with any applicable laws, rules and regulations, contractual limitations and/or office or company policies, if any, regarding Participant's participation in the Program or redemption and acceptance of Program rewards. By participating in the Program, Participant confirms that he or she is not in violation of any of the foregoing and has obtained the consent of his or her employer to participate, if applicable. If a Participant is not permitted to accept any redeemed reward, then the Participant may return such prize to Cloud 9 and Cloud 9 will refund the cost of shipping, as appropriate.
Subject to applicable law, Cloud 9 reserves the right, in its discretion, to (a) cancel, terminate, modify or suspend this Program and these terms and conditions, for any reason, at any time and without any liability, and (b) limit or restrict participation in the Program.
5. PUBLICITY; COMMUNICATIONS. Participants acknowledge and agree that Cloud 9 may use the Program for publicity, advertising or other marketing purposes in any media, and may use the name, likeness, and state of residence and/or reward information of potential Participants as part of that publicity, without additional compensation to the potential Participants. By participating in the Program, Participants will be automatically subscribed to receive Program emails, including Program marketing materials, from Cloud 9 and/or its business partners. By continuing to participate in the Program, Participants consent to the receipt of such emails. Such emails include, but are not limited to, a Program welcome email, award and reward confirmation emails, account and Terms and Conditions update emails, Cloud 9 and partner marketing and promotional emails, and other communications that relate to your participation in the Program.
6. COMPUTER, INTERNET, AND PROGRAM ADMINISTRATION. Cloud 9 is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by Cloud 9 on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. If for any reason the Program is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which, in Cloud 9’s sole determination, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Program, Cloud 9 reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Program. If the Program is cancelled for any reason, notice will be posted on the Program website and the rewards may, in Cloud’s discretion, be awarded to eligible Participants or forfeited. Upon the termination of the Program, all points shall automatically expire and Participant’s use of the Program shall immediately terminate.
8. CONFIDENTIAL INFORMATION. In connection with the Program, Participants may receive proprietary Cloud 9 information. Participants shall hold confidential and shall not use or permit others to use any proprietary information identified as such in writing or orally by Cloud 9 or information which Participant knows or has reason to know is confidential, proprietary or trade secret information of Cloud 9.
9. FORCE MAJEURE. Cloud 9 shall not be liable for any delay or failure in performance whatsoever due to Acts of God, earthquakes, shortages of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics and similar occurrences. The obligations and rights of Cloud 9 shall be extended on a day-to-day basis for a period of time equivalent to the period of the delay.
10. NO WAIVER. No waiver of rights under this Agreement by either party shall constitute a waiver of this or any other right under this Agreement.
11. SEVERABILITY. In the event that any term of this Agreement becomes or is declared illegal by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.
12. SURVIVAL. Sections 3, 4, 6, 8, 11 and any rights and obligations which by their nature should survive termination or expiration, shall survive the termination or expiration of this Agreement.
13. NO AGENCY. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
14. CHOICE OF LAW; JURISDICTION AND VENUE. The Program and these Terms and Conditions are governed by the laws of the State of Georgia, without regard to its conflict of laws principles. By participating in the Program, each Participant hereby irrevocably consents to the exclusive jurisdiction and venue of the Superior Court of Cobb County, Georgia with respect to any claims arising out of the Program, the Participant’s participation therein, the Program site or any breach or alleged breach of these Terms and Conditions.
15. ENTIRE AGREEMENT. These Terms and Conditions, as the same may be modified by Cloud 9 from time to time, constitutes the entire agreement between the parties hereto concerning the subject matter hereof and replaces any prior oral or written communications between the parties.