Last updated: November 22, 2020
NexCloud Consulting Inc.
Terms and Conditions
NexCloud Consulting Inc. (“NexCloud”, “we”, “us” and terms of similar meaning) provides this web site (the “Site”), to you subject to these terms and conditions (these “Terms”). In these Terms we describe visitors to and users of the Site as “Users”.
Please read these Terms carefully before using the Site. By accessing, using or browsing the Site you agree to be legally bound by these Terms and all terms, agreements, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Site.
NexCloud reserves the right to change or modify any of the terms and conditions contained in these Terms, or any license, policy or guideline of the Site, at any time and in its sole discretion. If we do so, we will post a conspicuous notice on the Site. If you do not agree with the changes, please do not use the Site. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Site after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies, guidelines and licenses (as applicable) incorporated in them to understand the terms and conditions that apply to your use of the Site. The Terms will always show the ‘last updated’ date at the top. If you have any questions about the Terms, please email us at the contact address below.
1. Privacy Policy
Please refer to NexCloud’s privacy policy, available here (the “Privacy Policy”) for information on how NexCloud collects, uses and discloses personally identifiable information from Users of the Site. By using the Site, you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
2. Fees
We do not charge any fees or other charges for the access and use of the Site; however, you may be able to purchase or inquire about purchasing certain services through the Site. If you purchase such services (or prior to purchasing such services, if you inquire about the purchase thereof), you will be required to agree to the terms and conditions applicable to the purchase of those services.
3. Ownership, Copyright and Trademarks
In these Terms, the content on the Site, whether made available to you or provided by you, including, without limitation, all User Content (as defined below), all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on Site may include posted information (including, without limitation, reviews or comments), images, feedback, and other data uploaded by a User to the Site. NexCloud’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 5 below.
The Site, all Content (excluding your User Content), all software and/or paid services (as applicable) available on the Site or used to create and operate the Site is the property of NexCloud or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Site, such Content, such software and paid services (as applicable) are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, software, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by NexCloud.
You may only use the Site, the Content and any software and/or paid services (as applicable) available through the Site for the purposes expressly permitted on the Site. In particular, you may not use the Site, the Content or any software and/or paid services (as applicable) available through the Site or any of our intellectual property rights, whether for yourself or for any other person or entity, to research, develop or create, or to facilitate any of the foregoing by yourself or with or for any other person or entity, any service or technology or product that competes with the Site, any software and/or paid services (as applicable) available through the Site or that is similar thereto.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Site, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site.
4. Our Limited License of Content to You
NexCloud grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Site and to view, copy and print the portions of the Content available to you on the Site. Such license is subject to these Terms, and specifically conditioned upon the following: (a) you may only view, copy and print such portions of the Content for your own personal non-commercial use; (b) you may not modify or otherwise make derivative works of the Site or the Content, or reproduce, distribute or display the Site or any Content (except for page cacheing) except as expressly permitted in these Terms; (c) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (d) you may not use any data mining, robots or similar data gathering or extraction methods; and (e) you may not use the Site or the Content other than for its intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms and your use of the Site. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by NexCloud at any time.
You represent and warrant that your use of the Site and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, you may contact NexCloud at the address set out at the bottom of these Terms.
5. Your Limited License of Your User Content to NexCloud
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the Site, now and in the future. For example, if you, a User, post a comment on Content we provide on the Site, we need your license to display that User Content on the Site, and we need the right to sublicense that User Content to our other users of the Site so that they can view that User Content.
Therefore, by posting or distributing User Content to or through the Site, you (a) grant NexCloud and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Site from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Site; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the restrictions described Section 6 below).
If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Site, as described in this Section.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Site. And they are transferable because we need the right to transfer these licenses to any successor operator of the Site. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Site does this to your User Content when it processes it for use in the Site.
6. User Content Guidelines and Reviews Guidelines
The Site may permit Users to upload or input User Content, including ratings and reviews of NexCloud, the Site and paid services received from NexCloud. User Content submitted to any public area of the Site will be considered non-confidential.
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following (“User Content Guidelines”):
any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of NexCloud;
content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law;
content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
content that is intended to advertise services, products or offering of another person or organization;
private information of any third party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
viruses, corrupted data or other harmful, disruptive or destructive files; or
content that is unrelated to the use of the Site, NexCloud, Content or receipt of paid services from NexCloud.
Reviews posted on the Site must comply with the following (“Review Guidelines”):
reviews must be helpful and reasonable and must only accurately describe the true experience that the User had with the Site, NexCloud or paid services received from NexCloud (i.e. no hearsay);
reviews must be legal and must not infringe the rights of any party;
reviews must comply with the User Content Guidelines above;
reviews must not be written by or be about individuals under the age of 18;
reviews must be written in English; and
reviews may not be of a commercial nature (including the posting of any web addresses, links, HTML or other coding or promotional items).
Reviews on the Site are the sole, subjective opinion of the Users who posted them. NexCloud does not endorse any of the reviews posted on the Site and reserves the right to review and/or delete a review for any reason, including, but not limited to a contravention of this Section. If you believe that a review was written in a manner that contravenes these Terms, you may request the removal of such review through the Site. Any use of the Site or portions of the Site in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Site.
7. Links to Other Sites
The Site may contain links to third-party web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. You use links to Third-Party Sites and any Third-Party Content provided there at your own risk. NexCloud does not monitor or have any control over, and makes no claim or representation regarding Third-Party Content or Third-Party Sites. NexCloud provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply NexCloud’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. NexCloud accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or web sites linking to the Site. When you leave the Site, our Terms no longer govern. You should review applicable terms and policies, including, without limitation, privacy and data gathering practices, of any Third-Party Site, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
8. Advertisements and Promotions
NexCloud may run advertisements and promotions from third parties on or through the Site. Your business dealings or correspondence with, or participation in promotions of advertisers other than NexCloud, and any terms, conditions, warranties or representations associated with such dealings are solely between you and such third party. NexCloud is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third party advertisers on or through the Site.
9. Typographical Errors or Inaccuracies
The Site may contain typographical or photographical errors or inaccuracies and may not be complete or current. NexCloud reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability of certain services, and to the extent permitted by applicable law, NexCloud reserves the right to refuse to accept/onboard any Users as customers based on incorrect pricing or availability information. We apologize for any inconvenience.
10. Warranty Disclaimer
THE SITE AND THE CONTENT PROVIDED BY THE SITE ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM NEXCLOUD OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEXCLOUD EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NEXCLOUD DOES NOT REPRESENT OR WARRANT THAT CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SITE, THE CONTENT OR ANY PORTION THEREOF.
WHILE NEXCLOUD ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE SAFE, NEXCLOUD DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT NEXCLOUD IS NOT PROVIDING AND SHALL NOT PROVIDE ANY ACCOUNTING OR FINANCIAL ADVICE OR SERVICES AND YOU THEREFORE MUST AND SHOULD SEEK ANY SUCH FINANCIAL OR ACCOUNTING ADVICE FROM A DESIGNATED CHARTERED PROFESSIONAL ACCOUNTANT (CPA) OR OTHER PROFESSIONAL DESIGNATED TO GIVE ADVICE AND SERVICES IN SUCH AREA(S).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against NexCloud, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, representatives, contractors, agents or employees (collectively, the “Released Parties” and each a “Released Party”) arising out of or in any way relating to your use of the Site or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site. You use the Site at your own risk.
Without limitation of the foregoing, neither NexCloud nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Site or the Content, including without limitation any damages caused by or resulting from your reliance on the Site or other information obtained from NexCloud or any other Released Party or accessible via the Site or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data or content, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to NexCloud, any User, or any other Released Party’s records, programs or services.
In no event shall the aggregate liability of NexCloud, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site exceed any amount paid by you for access to the Site during the two (2) months prior to the date of any claim, if any.
You shall defend, indemnify and hold harmless NexCloud and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your access to or use of the Site and from (a) the use of the Site by any person to whom you authorize to access or use the Site; (b) NexCloud’s use of your User Content and data (if and as applicable); or (c) your violation of the rights of any third party.
12. Communications
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any of the following ways. First, we may email you at the contact information you provide when providing information to us through the Site, if any. Second, we may post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
Subject to the Privacy Policy, if you send to NexCloud any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing of products or services incorporating such information, you acknowledge that NexCloud can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not send them to us.
13. Applicable Law and Venue
The Site is controlled by NexCloud and operated by it from its offices in Toronto, Ontario. You and NexCloud both benefit from establishing a predictable legal environment in regard to the Site. Therefore, you and NexCloud explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) these Terms; (b) the Site or Content; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site; or (d) the relationships that result from these Terms, the Site or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against NexCloud related to any Claim and, where applicable, you also agree to opt out of any class proceedings against NexCloud. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address or contact information we have on file (if any). Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Site from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify NexCloud and the other Released Parties for your failure to comply with any such laws.
14. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, NexCloud reserves the right, in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Site, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Site or Content; (c) change, suspend or discontinue any aspect of the Site or Content; and (d) impose limits on the Site or Content.
15. Termination of Agreement
NexCloud may terminate these Terms and your use of the Site at any time. If and when these Terms are terminated, you must cease using the Site immediately and any User Content you have posted or otherwise uploaded to the Site may remain on the Site. The license you grant to us in Section 5 therefore survives the termination of these Terms. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If these Terms expire or terminate for any reason, Sections 3 (Ownership, Copyright and Trademarks), 5 (Your Limited License of Your User Content to NexCloud), 8 (Warranty Disclaimer), 11 (Limitation of Liability; Indemnity), 12 (Communications), 13 (Applicable Law and Venue), 15 (Termination of Agreement) and 16 (Miscellaneous), and any representation or warranty you make in these Terms, shall also survive indefinitely.
16. Miscellaneous
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. NexCloud may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of NexCloud, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and NexCloud regarding your use of the Site, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and NexCloud regarding your use of the Site. The parties confirm that it is their wish that these Terms, as well as any other documents relating to these Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
17. Questions and Comments
If you have any questions regarding these Terms or your use of the Site, please contact us here: