SharpCloud | Acceptable Use Policy

We make available to you our services, websites and interactive forums (“our Systems”) on the condition that you make fair and acceptable use of them, so that the overall experience of all our users is not adversely affected or compromised in any way.

This Acceptable Use Policy (“AUP”) sets out the terms between you and us under which you may access any of our Systems (whether free or paid for subscription). Your use of our Systems means that you accept, and agree to abide by, all terms of this AUP, which supplements our Website Terms of Use and any other agreement you sign with us.

The examples described in this AUP are not exhaustive. We may modify this AUP at any time by posting a revised version on the SharpCloud website (http://www.sharpcloud.com/).

By using our Systems, you agree to the latest version of this AUP. If you violate the AUP or authorize or help others to do so, we may suspend or terminate your use of the Systems – see below.

Prohibited uses

You may only use our Systems for lawful purposes. You may not use our Systems:

In any way that breaches any applicable local, national or international law or regulation;

In any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect;

For the purpose of harming or attempting to harm minors in any way;

To violate or otherwise encroach on the rights of others, including, but not limited to, infringing or misappropriating any intellectual property or proprietary right of another;

To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards below;

To transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);

Use any high volume automated means (including robots, spiders, scripts or similar data gathering or extraction methods) to access any our websites or any Systems or any other accounts, computer systems, or networks connected to the Systems; or

To knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

Not to access without authority, interfere with, damage or disrupt:

any part of our Systems;

any equipment or network on which our Systems are stored;

any software used in the provision of our Systems; or

any equipment or network or software owned or used by any third party.

Except as expressly set out in any other document that takes precedence over the terms of this AUP or as permitted by any applicable law you undertake:

not to copy the Systems or associated documentation except where such copying is incidental to normal use of the System and only for so long as such use is needed or licensed;

not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Systems nor permit the Systems or any part of them to be combined with, or become incorporated in, any other programs;

not to disassemble, de-compile, reverse engineer, modify, alter, tamper with, repair, or otherwise creates derivative or create derivative works based on the whole or any part of the Systems nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the underlying software with another software program, and provided that the information obtained by you during such activities:

is used only for the purpose of achieving inter-operability of the software with another software program;

is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and

is not used to create any software which is substantially similar to our Systems;

to supervise and control use of the Systems and ensure that the Systems are used by you, your employees and representatives who are registered users or licensed users only in accordance with the terms of the license for that System;

not to share any user IDs or password information or compromise any security features of our Systems or otherwise share confidential information of SharpCloud with any third parties unless approved in writing by SharpCloud;

to ensure that paid subscription of any Systems are only transferred to any other user duly authorized by SharpCloud to do so, under any of the following conditions:

where the originally registered user has left your organization;

where the originally registered user is no longer involved in the activities for which the SharpCloud subscription/license was originally purchased;

where the user is a new employee of your organization;

a paid subscription cannot be transferred back to the originally registered user within a period of 12 months from the date on which the prior transfer was made.

where a transfer is allowed as described above, to transfer no more than a maximum of 10% or 1, whichever is greater, of the total subscriptions held of the same type in any annual subscription period.

to include a copyright notice identifying SharpCloud as the owner of the Systems on all entire and partial copies of the Systems in any form (where copies have been permitted by us or by applicable law); and

not to provide, or otherwise make available, the Systems in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to to any person other than those who are explicitly assigned a subscription/license, without prior written consent from SharpCloud.

Interactive services

We may from time to time provide interactive services on our site, including, without limitation:

Chat rooms.

Bulletin boards

Other interactive forums

These are all optional. Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

You retain copyright and any other rights you already hold in all content which you submit, post or display on or through the Systems. For the sole purpose to display, distribute, provide and improve the Systems for you, you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, perform, analyze, display and distribute any content which you submit, post or display on or through, the Systems.

You understand that we, in performing the required technical steps to provide the Systems to our users, may (a) transmit or distribute your content over various networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services or media. You agree that the above license shall permit us to take these actions.

You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above license and to post the content on our interactive services.

Moderation Policy for Interactive Services

If you believe any content posted by another user is in breach of this AUP or in any other way infringes your rights, you can send us a formal notice (a Moderation Notice):

A Moderation Notice should be sent either:

By Post: to our current registered office, marked for the attention of “The Legal Department”; or
By Email: to legal@sharpcloud.com.

The Moderation Notice should include details of:

the date, time and listing of the comment(s)/content concerned;

the action that you wish us to take in respect of the comment(s)/content; and

the basis on which the action requested is requested (e.g. alleging it to be defamatory, abusive or otherwise in breach of these terms).

On receipt of the Moderation Notice, we may:

immediately suspend the comment(s)/content concerned;

commence an investigation into it/them; and contact the user(s) concerned with a copy of your Moderation Notice giving them an opportunity to make representations to us in connection with their comment(s)/content and any points you made in your Moderation Notice; and

requesting that they respond to us within 21 days.

If we do not receive a response from the user(s) within 21 days, we will permanently delete the relevant comment(s)/content.

Once we have received a response from the user(s), we will take a decision within 21 days on whether to reinstate the comment(s)/content, permanently delete it/them or keep it/them suspended pending further investigation.

Once we have taken our decision, we will notify you and the user(s) concerned as soon as possible. When notifying you of the decision, we will attach a copy of the user(s)’ representations (if any), redacted to protect their identity.

For the purposes of openness and fairness, we will send copies of all relevant correspondence addressed to it to all parties, again redacted where appropriate to protect the user(s)’ identity.

Content standards

These content standards apply to any and all material which you contribute to our Systems (contributions), and to any interactive services associated with it.

You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole.

Your contributions must:

Be accurate (where they state facts).

Be genuinely held (where they state opinions).

Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

Contain any material which is defamatory of any person;

Contain any material which is obscene, offensive, hateful or inflammatory;

Promote sexually explicit material;

Promote violence;

Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

Infringe any copyright, database right or trade mark of any other person;

Be likely to mislead or deceive any person;

Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

Promote any illegal activity;

Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

Be likely to harass, upset, embarrass, alarm or annoy any other person;

Be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

Give the impression that they emanate from us, if this is not the case; or

Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

We reserve the right to remove any content which breaches or may breach the standards set out above in our sole opinion.

Suspension and termination

SharpCloud envisages that it may be necessary at times to restrict the amount of access that a particular user or users have to our temporarily if such actions are needed in order to maintain optimal service provision to all users. We will give as much notice as we can if this is necessary or required under any agreement you have signed with us but reserve the right to take immediate action where we deem appropriate.

We will determine, in our discretion, whether there has been a breach of this AUP through your use of our Systems. When a breach of this AUP has occurred, we may take such action as we deem appropriate.

Failure to comply with this AUP may result in our taking all or any of the following actions:

Immediate, temporary or permanent withdrawal of your right to use our Systems.

Immediate, temporary or permanent removal of any posting or material uploaded by you to our Systems.

Issue of a warning to you.

Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

Further legal action against you.

Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken by us in response to breaches of this AUP or in relation to our moderation efforts to the maximum extent permitted by applicable law. Commentary and other materials posted on our Systems by you or other users are not intended to amount to advice from us on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials. The responses described in this AUP are not limited, and we may take any other action we reasonably deem appropriate.

Changes to the acceptable use policy

We may revise this AUP at any time by amending this page. You can check this AUP from time to time to take note of any changes we make, as they will be legally binding on you. Some of the provisions contained in this AUP may also be superseded by provisions or notices published elsewhere on our Systems or in agreements signed with you which shall prevail.