Terms & Conditions
Last updated: 1/14/2016

These Terms & Conditions (“Terms“) govern your use of the services, software and websites (the “Service”) provided by Innovative Cloud Solutions, LLC (Doing Business As: “Galaxy Cloud CMS”). The business names "Innovative Cloud Solutions, LLC" and "Galaxy Cloud CMS" will be used interchangeably across all of our policy documents. Our Privacy Policy explains the way we collect and use your information and our Acceptable Use Policy outlines our expectations with respect to your behavior when using the Service. Our Service Agreement outlines service expectations, billing and plan limitations. Links to all these documents can be found in the footer on this page, or any page on any of our websites. By using the Service you agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy and our Service Agreement. If you’re using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization.

Your Content

The Service allows you to create content and associated information, text, files and other materials (together the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service.

We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for us.

Your Obligations
Your Use of Our Software

As part of the Service, we provide client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Galaxy Cloud CMS and You, Galaxy Cloud CMS retains all right, title and interest in the Software. If you are using our API to develop an application based on our Service, you will be subject to our API Terms (below).

API Terms

Thank you for using the Galaxy Cloud CMS Application Programming Interfaces (the “APIs”). By using the APIs, you agree to abide by these API Terms of Use (the “API Terms”) and any and all guidelines or other documentation provided by Galaxy Cloud CMS for use in connection with the APIs (the “API Documentation”) as well as the Terms of Service. In the event of any inconsistency between these API Terms and the Terms of Service, these API Terms shall control.

License Grants and Restrictions

API License Grant

Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the APIs to receive modify and use user content (the “User Content”) from the Galaxy Cloud CMS service (the "Service”) subject to the permissions of the relevant users accounts; to display the User Content on your website or native application for mobile devices (“Your Application”) and to use the APIs or User Content to develop, test, and support Your Application, and to distribute Your Application to end users and to allow such end users to access your integration of the APIs within Your Application. You may not install or use the APIs for any other purpose without Galaxy Cloud CMSs’s prior written consent.

Trademark License Grant.

Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to reproduce and display the Galaxy Cloud CMS name and logo (the "Marks”) in accordance with Galaxy Cloud CMSs’s trademark guidelines and solely to promote or advertise your integration of the APIs in Your Application.

You Must:

Obtain the explicit consent of the user before collecting, posting or sharing any User Content obtained through the APIs on a user’s behalf. Mere authorization of your application by the user does not constitute consent.

Comply with the our Terms of Service and with any requirements or restrictions imposed on usage of User Content by the owner of such content. Although the APIs can be used to provide you with access to User Content, neither our provision of the APIs to you nor your use of the APIs overrides any requirements or restrictions placed on such User Content by the user.

Provide users with clear and readily accessible information regarding , how you collect, use, store and disclose their data.

Obtain the consent of a user prior to deleting or destroying any of the content associated with their account.

You (and Your App) May Not:

Access, store, or share private user content or passwords.

Make requests that exceed our rate limits or use the APIs in a manner that impacts the stability of Galaxy Cloud CMS's servers or impacts the behavior of other applications using the APIs.

Request or publish information impersonating an Galaxy Cloud CMS user, misrepresent any user or other third party in requesting or publishing information.

Display Galaxy Cloud CMS Marks or User Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Galaxy Cloud CMS, other than your permitted use of the APIs under the terms of this API Agreement.

Copy, sell, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the APIs.

Sell, rent, lease, share, transfer, assign, or sublicense any User Content or other information or data obtained through the APIs, directly or indirectly, to or with any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party.

Use the User Content in any advertisements or for purposes of targeting advertisements (whether such advertisements appear in Your Application or elsewhere).

Use the APIs for any application that constitutes, promotes or is used primarily for the purpose of dealing in: 1. spyware or any other malicious programs or code; 2. activities that violate any law or regulation, or any rights of any person, including but not limited to intellectual property rights; 3. activities that, in Galaxy Cloud CMS’s sole judgment, are offensive or might harm Galaxy Cloud CMS’s business or its reputation.

Usage Limitations

Galaxy Cloud CMS may limit the maximum User Content that may be accessed, the rate at which such User Content may be accessed, and/or the number of network calls that Your Application may make via the APIs. Galaxy Cloud CMS may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the APIs by an application after any usage limitations are exceeded.

Fees and Payment

The APIs are currently provided for free, but Galaxy Cloud CMS reserves the right to charge fees for the future use of or access to the APIs. If we do charge a fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use our developer resources.

Termination

Your license to utilize the APIs and the Galaxy Cloud CMS Marks shall continue until it is terminated by either party as set forth herein. You may terminate this license at any time by discontinuing use of the APIs and closing your account. Galaxy Cloud CMS may suspend or terminate your use of all or any of the APIs at any time and for any reason or no reason at all upon notice to you, which notice may be delivered via email or in writing. Upon termination of your license for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the APIs, User Content and Galaxy Cloud CMS Marks.

Disclaimer of Any Warranty

Some of the Galaxy Cloud CMS APIs may be experimental and not tested in any manner. Galaxy Cloud CMS does not represent or warrant that any APIs are free of inaccuracies, errors, bugs or interruptions, or are reliable, accurate, complete or otherwise valid. The Galaxy Cloud CMS APIs are provided “as is” with no warranty, express or implied, of any kind and Galaxy Cloud CMS expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement. Your use of the Galaxy Cloud CMS APIs is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any Galaxy Cloud CMS APIs including, but not limited to, any damage to your computer system or loss of data.

Limitation of Liability

Galaxy Cloud CMS (or it's parent "Innovative Cloud Solutions, LLC") shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with use of the Galaxy Cloud CMS APIs, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other pecuniary loss, whether or not Galaxy Cloud CMS has been advised of the possibility of such damages. Under no circumstances shall Galaxy Cloud CMS (or it's parent "Innovative Cloud Solutions, LLC") be liable to you for any amount.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations may not apply to you.

Release and Waiver

To the maximum extent permitted by applicable law, you hereby release and waive all claims against Galaxy Cloud CMS, Innovative Cloud Solutions LLC, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the Galaxy Cloud CMS APIs, the User Content or the Galaxy Cloud CMS Marks. If you are a California resident, you waive your rights under California Civil Code 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Innovative Cloud Solutions LLC, Galaxy Cloud CMS and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all third party claims arising from or in any way related to your use of the Galaxy Cloud CMS APIs, including any liability or expense arising from all claims, losses, damages, liabilities, costs and fees (including reasonable attorneys’ fees) of every kind and nature.

Remedies

You acknowledge that your breach of this API Agreement may cause irreparable harm to Galaxy Cloud CMS, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Galaxy Cloud CMS may be legally entitled, Galaxy Cloud CMS shall have the right to seek immediate injunctive relief in the event of a breach of this API Agreement by you or any of your officers, employees, consultants or other agents.

General Terms

Relationship of the Parties.You and Galaxy Cloud CMS shall be and act independently and not as partners, joint venturers, agents, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Galaxy Cloud CMS, express or implied, and you shall not attempt to bind Galaxy Cloud CMS to any contract.

Severability. If any provision of these API Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions remain in full force and effect.

Governing Law. These API Terms and the relationship between you and Galaxy Cloud CMS shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Galaxy Cloud CMS agree to submit to the personal jurisdiction of the courts located within the city and county of Los Angeles, CA.

No Waiver. Galaxy Cloud CMS’s failure to exercise or enforce any right or provision of these API Terms shall not constitute a waiver of such right or provision.

Administrator Access to Your Content

When you sign up for our Service, you associate one or more email addresses with your account. If you use an email address provided to you by a third party entity of which you are a part (such as [email protected] or [email protected]) (each an “Entity”) you hereby grant that Entity and its administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove Content that you have associated with the email address that includes their domain. You acknowledge and understand that an Entity may elect to utilize one or more third party applications in connection with their teams’ use of the Service and that, by associating Content with an email address that includes an Entity’s domain, you are granting permission to have such Content shared with such third party application(s). You also acknowledge and understand that an Entity may restrict or terminate your access to Content associated with the email address that includes their domain. Please remember that you can associate more than one email address with your Galaxy Cloud CMS account, so you may want to consider associating personal Content with a personal email address.

Your Use of Third Party Applications

If you elect to utilize any third party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third party application. To understand how such third party application provider utilizes your Content and other information, you should review their privacy policy.

Security

We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.

Fees and Payment

You agree to pay Galaxy Cloud CMS all fees set forth in each Order, Confirmation or Invoice and any fees otherwise specified on the Site or through the Services (“Fees”). All Fees will be billed as indicated in each Order, Confirmation, Invoice or Verbally. If the applicable Order, Confirmation or Invoice does not specify any applicable billing terms, the initial payment of Fees specified under that Order or Confirmation for each period in Your subscription will be due and payable by You in advance on or before the Effective Date and again on or before the completion of each subsequent period under this Agreement. If You have specified credit card as an applicable payment mechanism under this Agreement, You grant Galaxy Cloud CMS the right to charge the credit card provided to Galaxy Cloud CMS for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to Galaxy Cloud CMS (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. Galaxy Cloud CMS may change any portion of the Fees by posting the changes to the Sites or otherwise notifying You through the Services of the change, such changes to take effect at the beginning of the next period of this Agreement. If Galaxy Cloud CMS requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses. You will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement.

Termination

You are free to stop using our Service at any time. In such cases please contact us at [email protected] to close your account. Your account and associated data will be accessible until the end of your current billing period, after this date all data will be destroyed. If you request an early termination we will destroy your account data immediatly and your account will be inaccessible at once. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or our Acceptable Use Policy or if you are using the Service in a manner that we believe may cause us financial or legal liability.

Galaxy Cloud CMSs’s Intellectual Property Rights

The Service (excluding Content provided by users) constitutes Galaxy Cloud CMSs’s intellectual property and will remain the exclusive property of Galaxy Cloud CMS, Innovative Cloud Solutions LLC and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Copyright

Galaxy Cloud CMS respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to our Copyright Agent using the process set forth in our DMCA Policy.

Modifications to the Service

The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.

Indemnification

You agree to defend, indemnify and hold harmless Galaxy Cloud CMS and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. INVENTORY HAWK AND/OR INNOVATIVE CLOUD SOLUTIONS LLC ARE NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE (E.G., ANY THIRD PARTY APPLICATION DEVELOPED USING INVENTORY HAWK’S API).

The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INVENTORY HAWK AND/OR INNOVATIVE CLOUD SOLUTIONS LLC, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT INVENTORY HAWK AND/OR INNOVATIVE CLOUD SOLUTIONS LLC HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. INVENTORY HAWK AND/OR INNOVATIVE CLOUD SOLUTIONS LLC’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO INVENTORY HAWK AND/OR INNOVATIVE CLOUD SOLUTIONS LLC IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Dispute Resolution

Informal Efforts: You agree that prior to filing any claim against Galaxy Cloud CMS (AKA "Innovative Cloud Solutions, LLC") relating to or arising out of these Terms you will first contact us at [email protected] to provide us with an effort to resolve the issue in an informal manner.

Arbitration: If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).

Exceptions to Agreement to Arbitrate: Either you or Galaxy Cloud CMS may assert a claim, if it qualifies, in small claims court in Los Angeles, CA or any United States county where you live or work. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process.

No Class Actions: ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

Judicial Forum: In the event that the agreement to arbitrate is found not to apply to your claim, then you and Galaxy Cloud CMS agree that any judicial proceedings will be brought in the federal or state courts in Los Angeles, CA and both parties consent to venue and personal jurisdiction there.

Governing Law

These Terms will be governed by the laws of the State of California, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Data Transfer

In connection with providing you the Service Galaxy Cloud CMS may transfer, store and process your Content in the U.S. or in any other country in which Galaxy Cloud CMS or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content.

Entire Agreement; Severability; Waiver

These Terms constitute the entire agreement between you and Galaxy Cloud CMS concerning the Service replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Galaxy Cloud CMS's failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

Assignment

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

Notices

We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email or via our blog, which is located at the URL blog.glxycms.com.

Questions & Comments

For questions or comments about these or any Galaxy Cloud CMS terms or policies, email us at [email protected]

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