Important Notes.
A. NIGHTCLOUD HEREBY SPECIFICALLY REMINDS USERS TO CAREFULLY READ THIS NIGHTCLOUD DRIVE SERVICE AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”), INCLUDING THE DISCLAIMERS THAT EXCLUDE OR LIMIT NIGHTCLOUD‘S LIABILITY AND THE LIMITATIONS ON USERS’ RIGHTS. Please review and accept or reject this Agreement (YOU MUST BE AT LEAST 13, OR OLDER WHICH DEPENDING ON WHERE YOU LIVE). Unless you accept the terms of this Agreement, you are not authorized to use the services related to this Agreement. YOUR REGISTRATION AND USE WILL BE DEEMED ACCEPTANCE OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. This Agreement is an agreement between the User and NightCloud regarding the User’s registration as a user of NightCloud Cloud Drive and the use of NightCloud’s related software and services (collectively as “Services”). This Agreement describes the rights and obligations between NightCloud and the User with respect to the licensing of the Services and related aspects. “User” or “You” means the individual or single entity that obtains a license and/or service for the Services through the means provided by NightCloud.
B. NIGHTCLOUD SERVICES PROVIDES USERS WITH PRIVATE INFORMATION STORAGE SPACE SERVICES, PRIVATE INFORMATION STORAGE SPACE INCLUDING DATA STORAGE, SYNCHRONIZATION, MANAGEMENT AND OTHER SERVICES, NIGHTCLOUD SERVICES ITSELF DOES NOT DIRECTLY UPLOAD OR PROVIDE CONTENT, AND DOES NOT MAKE ANY CHANGES OR EDITS TO THE CONTENT TRANSMITTED BY USERS. AS A PROVIDER OF INFORMATION STORAGE SPACE SERVICES, NIGHTCLOUD SERVICES HAS NO CONTROL OVER THE CONTENT TRANSMITTED VIA THIS SERVICE AND CANNOT GUARANTEE THE LEGALITY, ACCURACY, INTEGRITY AND AUTHENTICITY OF THE CONTENT.
C. IF THE USER VIOLATES THIS AGREEMENT, NIGHTCLOUD WILL TAKE ALL NECESSARY MEASURES INCLUDING BUT NOT LIMITED TO CHANGING OR DELETING THE CONTENT OR INFORMATION, FREEZING OR CLOSING THE ACCOUNT, SUSPENDING OR TERMINATING THE USER’S USE OF THE SERVICE, ETC. WITHOUT GIVING THE USER ANY COMPENSATION OR INDEMNITY.
D. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS CONCLUDED BETWEEN YOU AND NIGHTCLOUD ONLY, AND NOT WITH APPLE, AND UNDER NO CIRCUMSTANCES WILL APPLE BE RESPONSIBLE FOR THE SERVICES AND THE CONTENT IN NIGHTCLOUD. IN THE EVENT THERE HAVE ANY CONFLICT BETWEEN THIS AGREEMENT AND THE APPLE MEDIA SERVICES TERMS AND CONDITIONS AS OF THE EFFECTIVE DATE, THE APPLE MEDIA SERVICES TERMS AND CONDITIONS SHALL PREVAIL.
1. Confirmation and Acceptance
1.1 The Services are only available to individuals aged 13 years or older (or equivalent minimum age in the relevant jurisdiction). We do not knowingly collect, use or disclose personal information from children under 13, or equivalent minimum age in the relevant jurisdiction, without verifiable parental consent. Parents and guardians should also remind any minors that Internet can be dangerous and take appropriate precautions to protect children, including monitoring their use of the Services.
1.2 Upon your confirmation and acceptance of this Agreement, NightCloud agree to grant you a limited, non-exclusive, non-transferable and revocable license during the term and under the restrictions listed in the respective terms of services to use the Services on any Apple-branded products that the you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Services may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing. The Services provided by NightCloud shall be strictly enforced in accordance with this Agreement.
1.3 The User shall be bound by this Agreement, Privacy Policy, Copyright Infringement Policy, Anti-Abuse Policy, Child Sexual Abuse Policy, and the individual software and service-related user agreements when enjoying the Services. By entering the registration process, the User and NightCloud have agreed to voluntarily accept all of the contents of these terms of service.
1.4 The ownership and operation of the Services belong to NightCloud. NightCloud has the right to request the member to correct its inappropriate behavior and hold him/her responsible.
1.5 When User uses each individual service of NightCloud, there may be separate terms of service governing these services, which the User is requested to understand and confirm separately when using the relevant service, and the User’s use is deemed to be his or her agreement to the terms of service of that individual service and to the various announcements issued by NightCloud in that individual service.
2. Account Registration and Usage
2.1 Users who complete the registration process through the NightCloud registration system and obtain a NightCloud account are official users of NightCloud, i.e., they are granted all permissions that NightCloud stipulates for the basic functions that users should enjoy; NightCloud has the right to make changes to the design of its official user permissions. When the User applies for the membership service and fills out the registration information, the User must ensure that the information filled out is true and valid. NightCloud is not responsible for any problems caused by untrue registration information and for the consequences arising from the occurrence of the problem. Users are not allowed to use the following contents as their account name when registering their account, and if a User’s account is found to contain indecent words or inappropriate names, NightCloud reserves the right to cancel their user status:
2.1.1 Please do not register under the real name, font size, stage name or pseudonym of leaders or other social celebrities.
2.1.2 Please do not register under the name of a government agency or other institution.
2.1.3 Please do not register accounts with uncivilized or unhealthy names, or accounts containing discriminatory, insulting or obscene words.
2.1.4 Please do not register accounts that are susceptible to ambiguity, misunderstanding or otherwise do not comply with laws, regulations, rules and other provisions.
2.2 The NightCloud account and all virtual assets in the account are owned by NightCloud, and the User gets the limited right to use the NightCloud account after completing the application registration procedure.
2.3 THE RIGHT TO USE THE NIGHTCLOUD ACCOUNT BELONGS TO THE INITIAL APPLICANT REGISTRANT ONLY AND IS PROHIBITED TO BE GIVEN, BORROWED, RENTED, TRANSFERRED, SHARED OR SOLD TO ANY THIRD PARTY. THE SAME ACCOUNT CAN ONLY BE USED ON 6 DEVICES, AND NO MORE THAN 3 DEVICES CAN BE USED AT THE SAME TIME. IF NIGHTCLOUD DISCOVERS THAT THE USER IS NOT THE INITIAL REGISTRANT OF THE ACCOUNT, NIGHTCLOUD RESERVES THE RIGHT TO RECALL THE ACCOUNT WITHOUT NOTICE AND WITHOUT LIABILITY TO THE ACCOUNT USER, AND THE USER SHALL BE RESPONSIBLE FOR ANY RESULTING DAMAGES, INCLUDING AND NOT LIMITED TO THE DELETION OF THE USER’S DATA, ETC. NightCloud prohibits the user from privately transferring the account and its virtual items for compensation or without compensation, in order to avoid disputes arising from the account. NightCloud reserves the right to pursue legal liability for any loss incurred as a result of violating this requirement.
2.4 The User assumes responsibility for the safekeeping of the NightCloud account and password and is solely responsible for all activities under the account and password. Users are responsible for password protection of their NightCloud accounts and public email addresses. The User agrees to notify NightCloud immediately of any unauthorized use of his/her account.
2.5 In the event that a User’s NightCloud account is lost or forgotten, the User shall send an email to support@nightcloudapp.com to request the recovery of the account in a timely manner. Users shall continuously provide password protection information that increases the security of their account. NightCloud’s password recovery mechanism is only responsible for identifying the correctness of the information provided on the complaint form and the information recorded in the system, and cannot identify whether the complainant is the real user of the account. NightCloud is not responsible for any loss caused by the user’s impersonation of another person, and the user is aware that the responsibility for keeping the NightCloud account and password rests with the user, and NightCloud does not promise that the user will be able to retrieve the account through a complaint if the NightCloud account is lost or forgotten.
2.7 In order to effectively use NightCloud account resources and protect the rights and interests of more legitimate users, the system has the right to recall NightCloud accounts that are registered with malicious intent or have not been logged in for more than twelve consecutive months, and the user shall be responsible for any resulting losses.
2.8 NightCloud reserves the right to interrupt or terminate the Services provided to the User without notice in the event of any of the following circumstances.
(1) The user is required by law to submit true information, and the personal information provided by the user is not true, or is inconsistent with the information at the time of registration and fails to provide reasonable proof.
(2) The user violates the relevant laws and regulations or the agreement of this Agreement.
(3) In accordance with the provisions of the law or the requirements of the competent authorities.
(4) For security reasons or other necessary circumstances. Upon termination of the Services provided to the User, NightCloud reserves the right to permanently delete the data stored by the User on the server and is not obliged to return the data to the User.
3. User Usage Rules
3.1 Some of the Services provided by NightCloud are paid network services, and users are required to pay certain fees to NightCloud for using the paid network services. For paid network services, NightCloud will give clear instructions to the user before the user uses the service, and the user may use the paid network services only if the user confirms that he/she is willing to pay the relevant fees according to the instructions. If the user refuses to pay the relevant fees, NightCloud reserves the right not to provide the user with such paid network services.
3.2 The User understands that NightCloud only provides the Services. As for the equipment related to the Services (such as personal computers, cell phones, and other devices related to access to the Internet or mobile networks) and the costs required (such as telephone and Internet access fees paid for access to the Internet and cell phone fees paid for the use of mobile networks), which shall be borne by the User.
3.3 USERS MAY USE NIGHTCLOUD‘S SERVICES IN ACCORDANCE WITH THIS AGREEMENT SUBJECT TO COMPLIANCE WITH THE LAW AND THIS AGREEMENT. USERS ARE NOT AUTHORIZED TO DO ANY RESTRICTED ACTS, INCLUDING BUT NOT LIMITED TO：
3.3.1 REMOVE ALL INFORMATION, CONTENT REGARDING COPYRIGHT ON NIGHTCLOUD‘S SOFTWARE AND OTHER COPIES.
3.3.2 REVERSE ENGINEERING, REVERSE ASSEMBLY, REVERSE COMPILATION, ETC. OF NIGHTCLOUD‘S SOFTWARE.
3.3.3 FOR INFORMATION RELATED TO NIGHTCLOUD‘S SERVICES, PERFORM THE FOLLOWING ACTS INCLUDING BUT NOT LIMITED TO: CRAWLING, USING, COPYING, MODIFYING, LINKING, REPRODUCING, COMPILING, PUBLISHING, ESTABLISHING MIRROR SITES, DEVELOPING DERIVATIVE PRODUCTS, WORKS AND SERVICES RELATED TO NIGHTCLOUD‘S SOFTWARE WITHOUT NIGHTCLOUD‘S PRIOR PERMISSION.
3.3.4 ENGAGE IN ANY CONDUCT THAT JEOPARDIZES THE SECURITY OF THE COMPUTER NETWORK, INCLUDING BUT NOT LIMITED TO: USING UNAUTHORIZED DATA OR ACCESSING UNAUTHORIZED SERVERS/ACCOUNTS; ACCESSING THE PUBLIC COMPUTER NETWORK OR ANOTHER PERSON’S COMPUTER SYSTEM WITHOUT PERMISSION AND DELETING, MODIFYING OR ADDING STORED INFORMATION AND NIGHTCLOUD SECURITY MEASURES; ATTEMPTING TO PROBE, SCAN, TEST THE VULNERABILITY OF THE SOFTWARE SYSTEM OR NETWORK OR OTHERWISE COMMITTING ACTS THAT UNDERMINE ATTEMPT TO INTERFERE WITH OR DISRUPT THE NORMAL OPERATION OF NIGHTCLOUD‘S SOFTWARE SYSTEM OR WEBSITE; INTENTIONALLY SPREAD MALICIOUS PROGRAMS OR VIRUSES, OR OTHERWISE DISRUPT OR INTERFERE WITH NORMAL NETWORK INFORMATION SERVICES; FORGE TCP/IP PACKET NAMES OR PARTIAL NAMES; OTHER ACTS THAT ENDANGER THE SECURITY OF COMPUTER INFORMATION NETWORKS.
3.3.5 USE NIGHTCLOUD‘S SERVICES TO MISLEAD OR DECEIVE OTHERS;
3.3.6 INTERFERE IN ANY WAY WITH NIGHTCLOUD‘S SERVICES.
3.4 NIGHTCLOUD SHALL NOT BE LIABLE TO USER FOR ANY LOSSES ARISING OUT OF OR RELATING TO USER’S FAILURE TO COMPLY WITH ITS OBLIGATIONS SET FORTH IN PARAGRAPH 3.3.
3.5 USERS MUST USE NIGHTCLOUD‘S SERVICES IN ACCORDANCE WITH THE RELEVANT NATIONAL AND REGIONAL LEGAL PROVISIONS AND THE RELEVANT PROVISIONS OF INTERNATIONAL LAW. USERS MAY NOT USE NIGHTCLOUDS SERVICES TO CREATE, PUBLISH, REPRODUCE, TRANSMIT, DISTRIBUTE, OR STORE CONTENT PROHIBITED UNDER NIGHTCLOUD POLICY, AND USERS AGREE NOT TO ABUSE THE SERVICES. PLEASE REFER TO THE ANTI-ABUSE POLICY FOR MORE DETAILS.
3.6 The User shall be legally responsible for his or her actions in the course of using the NightCloud Services. User’s legal liability shall take the form of, but not limited to, compensation to those who have been aggrieved, as well as an equal amount of compensation to NightCloud after NightCloud has first assumed liability for administrative penalties or tort damages resulting from User’s actions. The User understands that if NightCloud discovers that its website transmits information that clearly belongs to one of the contents listed in paragraph 3.5 above, NightCloud is obliged by law to immediately stop the transmission, to keep records of it, to report it to the supervisory authorities, and to remove the address or directory containing the content or to shut down the server.
3.7 User’s use of the NightCloud Services to post information is also subject to this Agreement. If a User’s conduct does not comply with this Agreement, NightCloud may, at its sole discretion, immediately cancel the User’s account for the Services.
3.8 Any other software derived from NightCloud software that is not developed and officially released by NightCloud or authorized by NightCloud is illegal, and downloading, installing or using such software may lead to unpredictable risks, and all legal responsibilities and disputes arising therefrom are irrelevant to NightCloud. Users should not download, install or use such software lightly, otherwise, NightCloud has the right to unilaterally terminate the user’s NightCloud account without prior notice to the user.
3.9 NightCloud reserves the right to provide the User with replacement, modified, or upgraded versions of the Services at any time. In order to continue your use of the Services, such updates may be automatically downloaded and installed onto your device. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Services.
3.9 NightCloud reserves the right to provide the User with replacement, modified, or upgraded versions of the Services at any time. In order to continue your use of the Services, such updates may be automatically downloaded and installed onto your device. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Services.
3.10 NightCloud reserves its rights to make different sales policies in different counties.
4. Protection of Intellectual Property Rights
5.1 User has and retains exclusive ownership of all its uploaded content on NightCloud’s Services and all intellectual property and proprietary rights therein. NightCloud has and retains exclusive ownership of the NightCloud Services and all intellectual property and proprietary rights therein.
5.2 User should ensure that the content complies with intellectual property laws and regulations when distributing content via the internet. NightCloud is not responsible for the legality of any links or content obtained directly or indirectly through NightCloud Services, and NightCloud cannot and will not screen such links or content; you understand and agree that access to and use of content for which others have intellectual property rights is entirely at your own discretion and risk, and NightCloud has no responsibility for it.
5.3 All contents uploaded by Users on the Services does not reflect and does not represent the opinion of any NightCloud. NightCloud does not control the content posted via the Services, nor does it guarantee the accuracy, integrity or quality of such content. You understand and agree that your use of the Services and any content is solely at your own risk.
5.4 To the avoidance of doubt, User has no obligation to provide its suggestion to NightCloud; however, if User suggests, or provides its findings, inventions, improvements, discoveries, or ideas or know-how in any form (collectively the “Suggestions”) to NightCloud, then NightCloud, at its sole option, has the right to post and use it. For such Suggestions, User warrants that 1) they will not be subject to a license requiring NightCloud to license anything to third parties; and 2) they are owned or otherwise controlled by User and not subject to any third-party rights (including any personality or publicity rights). User (and anyone providing Suggestions through User) hereby irrevocably and perpetually grants to NightCloud and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable right and license to make, use, reproduce, prepare derivative works based upon, distribute, publicly perform, publicly display, transmit, and otherwise commercialize the Suggestions (including by combining or interfacing products, services or technologies that depend on or incorporate Suggestions with other products, services or technologies of NightCloud or others), without attribution in any way and for any purpose. Any further development conducted by NightCloud solely or jointly with User based on the Suggestions will be and remain the sole property of NightCloud and may be used, sold, licensed, or otherwise provided by NightCloud to third parties, or published or otherwise publicly disclosed, in NightCloud’s sole discretion without notice, attribution, payment of royalties, or liability to User.
5.5 NightCloud owns all anonymized statistical information regarding User’s access of the Services.
5.6 In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, NightCloud has adopted a system of “notice and take down”, and a policy where NightCloud terminates access, in appropriate circumstances and at NightCloud’s sole discretion, to subscribers and account holders who are repeat infringers. Please kindly check our Copyright Infringement Policy for more details.
5. Indemnifications
5.1 NightCloud shall have no liability for, and User will indemnify NightCloud, its affiliates, and their respective directors, officers, employees, and agents, against any claim arising from (a) any content you submit, post, transmit, or otherwise make available through the Services; (b) your use of the Services; (c) any violation by you of this Agreement; (d) any action taken by NightCloud as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred; or (e) your violation of any rights of another. This means that you cannot sue NightCloud, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the Services, or to take any other action during the investigation of a suspected violation or as a result of NightCloud’s conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or your use of the Services. You acknowledge that you are responsible for all use of the Services using your account, and that this Agreement applies to any and all usage of your account. You agree to comply with this Agreement and to defend, indemnify and hold harmless NightCloud from and against any and all claims and demands arising from usage of your account, whether or not such usage is expressly authorized by you.
5.2 NightCloud shall indemnify User against any final judgment entered in respect of (i) product liability claims; (ii) infringement claims of its Services itself; (iii)any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (iv) claims arising under consumer protection, privacy, or similar legislation, including in connection with Services’ use of Apple’s HealthKit and HomeKit frameworks, by a court of competent jurisdiction and against any settlements arising out of such a claim.
6. Representation and Warranties; Disclaimer
6.1 The User expressly agrees that the use of the NightCloud Services is at the User’s own risk and the express warranties and express representations of NightCloud set forth in this Agreement are in lieu of, and NightCloud expressly disclaims any and all other warranties, conditions, or representations (express or implied, oral or written), with respect to the Services hereunder any part of the foregoing, including any and all implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement, and NightCloud does not warrant that the Services will meet the User’s requirements or that the Services will be uninterrupted. NightCloud does not guarantee the timeliness, security, authenticity, or the occurrence of errors in the Services.
6.2 NightCloud will endeavor to maintain the security and convenience of all Services on the NightCloud account, but will not be responsible for the deletion or storage failure of information (including, but not limited to, information posted by the User) that occurs on the Services. In addition, we reserve the right to determine whether a User’s conduct complies with the Agreement, and NightCloud reserves the right to discontinue Services to the User’s NightCloud account if the user violates the provisions of the Agreement. User understand that the maintenance and support services herein is provided by NightCloud and Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services herein.
6.3 If any legislation states that there is a guarantee in relation to any Services supplied by NightCloud in connection with this Agreement, then NightCloud’s liability for such failure is limited (at the NightCloud’s election) to NightCloud supplying the Services again or paying the cost of having the Services supplied again.
6.4 Certain content, components or features of the Services may include materials from third parties and/or hyperlinks to other web sites, resources or content. Because NightCloud, or Apple may have no control over such third party sites and/or materials, you acknowledge and agree that NightCloud and/or Apple is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that NightCloud shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such content, advertising, products or materials on or available from such sites or resources.
6.5 You acknowledged that, in the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services to you; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services herein.
7. Legal responsibility and exemption from liability
7.1 EXCEPT WITH RESPECT TO USER’S ACCESS TO OR DISCLOSURE OF THE SERVICES OTHER THAN IN COMPLIANCE WITH THE LICENSE GRANTED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE.
7.2 EXCEPT WITH RESPECT TO USER’S ACCESS TO OR DISCLOSURE OF THE SERVICES OTHER THAN IN COMPLIANCE WITH THE LICENSE GRANTED IN THIS AGREEMENT, IN NO EVENT SHALL NIGHTCLOUD‘S AGGREGATE LIABILITY TO THE USER (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH SUCH PARTY), WITH RESPECT TO ANY CLAIM ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE FEES PAID UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE ACT GIVING RISE TO SUCH CLAIM.
7.3 Each party acknowledges that the provisions of this Agreement were negotiated, as a material part of the agreement memorialized herein, to reflect an informed, voluntary allocation between them of all risks (both known and unknown) associated with the transactions involved with this Agreement. The warranty disclaimers and limitations in this Agreement are intended, and have as their essential purpose, to limit the circumstances of liability. The remedy limitations and the limitations of liability are separately intended, and have as their essential purpose, to limit the forms of relief available to the parties.
8. Prohibition of Commercialization of Services
8.1 The User’s right to use the various NightCloud Services is personal. Except as expressly authorized in writing by NightCloud, the User may only be a single individual and not a company or entity of a commercial nature. The User undertakes not to use the NightCloud Services for sales or other commercial purposes without the consent of NightCloud.
9. Change and Revision of the Agreement
9.1 NightCloud reserves the right to amend this Agreement and the relevant terms of each individual service as necessary. When enjoying the individual service, the User shall promptly review the modified contents and consciously comply with this Agreement and the relevant terms of the individual service.
9.2 NightCloud reserves the right to modify or discontinue the Services at any time without notice to the User. The User accepts that NightCloud shall not be liable to the User or to third parties for the exercise of NightCloud’s right to modify or discontinue the Service.
10. Confidentiality
8.1 It is a fundamental policy of NightCloud to respect the privacy of its users. NightCloud shall not disclose, edit or disclose or transfer its registration data and non-public content stored in the NightCloud Services without the User’s authorization, unless NightCloud believes in good faith that disclosure or transfer of such information are necessary：
8.1.1 Comply with the relevant laws and regulations and disclose the personal information of users when authorized by law or the authority, litigation or mandatory requirements of government authorities.
8.1.2 In the event of an acquisition, merger, reorganization, or bankruptcy involving the transfer of personal information, NightCloud will require the new legal entity or organization holding your personal information to continue to be bound by this contract, or we will require that legal entity or organization to seek your authorized consent again.
8.1.3 There are reasonable grounds to disclose the User’s personal information to the public.
11. Security, Privacy, and data protection
11.1 NightCloud shall comply with the Privacy Policy and shall use reasonable efforts to cause any subcontractor or agent having access to or maintaining any personal data to do so. To better understand your rights on your personal data, please kindly check our Privacy Policy.
12. Governing Law and Jurisdiction
12.1 The laws of Singapore shall apply to the interpretation and validity of this Agreement and the resolution of disputes. In the event of any dispute or controversy between the User and NightCloud, the dispute or controversy shall first be resolved by amicable negotiation, and if such negotiation fails, the User hereby fully agrees to submit the dispute or controversy to the jurisdiction of the Singapore courts only. Provided however, if you reside in a country with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.
12.2 United Nations Convention on the International Sale of Goods does not applicable for this Agreement.
13. Other Provisions
13.1 Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of such party and not due to such party’s own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, change in any law or regulation, fires, floods, explosions, epidemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies, computer viruses, hacker attacks, system instability, user shutdown and any other network, technology, communication lines shutdown, etc.
13.2 This Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns permitted by this Agreement.13.3 You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon the User’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the User as a third party beneficiary thereof. Except as otherwise expressly set forth herein, nothing in this Agreement is intended to confer, nor must anything herein confer, upon any person other than you, any rights, remedies, obligations, or liabilities whatsoever.
13.4 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. You understand no prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect.
13.5 You may use our Services only as permitted by applicable law, including export control laws and regulations. Especially, you must represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, the above countries include but not limited to Crimea, Cuba, So-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR), Iran, North Korea, and Syria; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; (iii) other counties that we are currently not providing Services to, such as the People’s Republic of China.
13.6 The headings of the sections used in this Agreement are included for convenience only and are not to be used in construing or interpreting this Agreement.
13.7 If any provision of this Agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (i) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected; (ii) the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling; (iii) the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (iv) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this Agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.