1. Universal Service Terms

These Terms of Service ("Terms") govern your use of the palmCPU website located at http://www.palmCPU.com (the "Site") and the palmCPU vDesktop services, palmCPU pDevice purchases, including the palmCPU APPs and recommended APPs by palmCPU (collectively the "Services"). These Terms apply to all users of the Site and Services. By using the Site or Services, you agree to these Terms. This Terms also is binding an agreement between the applicable palmCPU Service Party specified in below (also referred to as “palmCPU,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Terms and Agreement take effect when you click an “I Accept” button or check box presented with these terms or, if purchasing, when you click any of transaction related buttons contain such as "Pay", "Subscribe", "Submit", and so on. You represent to us that you are lawfully able to enter into this Agreement (e.g., you are not a minor).

2. Changes

From time to time, we may change these Terms and Conditions (“The Terms”). If we change these Terms, we will inform you by posting the revised Terms on the Site. When visiting the Site, we encourage you to make sure you have read the most recent version of these Terms. Those changes will take effect on the Revision Date, shown in the revised Terms. By continuing to use our Site or Services, you agree to the revised Terms. We may change or discontinue any of the Services from time to time. We will provide you at least 3 months’ prior notice if we discontinue material functionality of a Service that you are using, or materially alter a customer-facing API that you are using in a backwards-incompatible fashion, except that this notice will not be required if the 3 month notice period (a) would pose a security or intellectual property issue to us or the Services, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements.

3. Customer’s Obligations

3.1 The services of palmCPU may not be misused, in particular no information or content may be transmitted that is illegal or immoral, or the reproduction, provision, publication and use of which violates applicable law, the rights of third parties (e.g. copyright, patent, trademark rights or data protection rights) or agreements with third parties. Furthermore, palmCPU's services may not be used for unauthorised spying on data without the consent of the authorised owner of an end device. Conversely, the customer is obliged to prevent unauthorised access by third parties to protected data areas by taking suitable precautions. In the event of a culpable breach of the aforementioned provisions, the customer is liable for the resulting damage; the customer is obliged to indemnify palmCPU against all claims by third parties based on such a breach of contract and to reimburse palmCPU for the costs it incurs due to possible infringements.

3.2 palmCPU is entitled to immediately block the software functionalities if there is reasonable suspicion that the use is abusive in the sense described in section 3.1 and/or infringes the rights of third parties. A reasonable suspicion of illegality and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform palmCPU thereof. palmCPU must notify the customer of the block and the reason for it without delay. The block must be lifted as soon as the suspicion is invalidated.

3.3 Insofar as the customer collects, processes or uses personal data within the scope of the use of palmCPU's services and no statutory permissible circumstance applies, the prior consent of the respective data subject must always be obtained. In this respect, palmCPU and its vicarious agents shall be indemnified against all claims by third parties based on the customer's unlawful use of the products and the services associated therewith. If the customer recognises or must recognise that such an infringement is imminent, palmCPU must be informed immediately. If, in addition, palmCPU is to process special data within the meaning of Art. 9 GDPR, the customer must inform palmCPU of this in writing without delay.

3.4 Personal access data (identification and password) shall comply with current recommendations of the Federal Office for Information Security and may not be disclosed to third parties and shall be kept protected from access by third parties. Insofar as there is reason to suspect that unauthorised persons have gained knowledge of the access data, the customer must change these immediately.

3.5 The customer shall be solely responsible for data backups.

3.6 As a subscriber of the system user is NOT ALLOWED to change any system and device configurations. The configurations (not limited to) to each device and software you subscribed to, e.g. vDesktop setting and networking, vServer setting and networking, installed applications, etc. palmCPU has all authorities over any hardware, software, system maintenance, and management. Any behavior of unauthorised modifications and changes will result in service suspensions and cancellations. If these unauthorised modifications and changes cause harm, damages to palmCPU and other third parties will be pursued legal obligations and compensations for fixing and recovery.

4. Term, termination, and suspension

4.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
(a) your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other palmCPU customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
(b) you are, or any End User is, in breach of this Agreement;
(c) you are in breach of your payment obligations under Section 3; or
(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

4.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:
(a) you remain responsible for all fees and charges you incur during the period of suspension; and
(b) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

4.3 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 4.4.

4.4 Termination.
(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.
(b) Termination for Cause. (i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account. (ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

5. Intellectual Property Rights; Protection of Customer Data; Feedback

5.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications, and palmCPU owns all Intellectual Property Rights in the Services and Software.

5.2 Protection of Customer Data. palmCPU will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer and will not use it for any other palmCPU products, services, or advertising. palmCPU has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing and Security Terms.

5.3 Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to palmCPU ("Feedback"). If Customer provides Feedback, then palmCPU and its Affiliates may use that Feedback without restriction and without obligation to Customer.

6. Representations and Warranties

Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.

7. Disclaimer

Except as expressly provided for in the Agreement, palmCPU does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) any representations about content or information accessible through the Services.

8. Limitation of Liability

8.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 8.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

8.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 3 month period before the event giving rise to Liability, except palmCPU’s total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $500.

8.3 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for:
(a) its fraud or fraudulent misrepresentation;
(b) its obligations under Section 10;
(c) its infringement of the other party's Intellectual Property Rights;
(d) its payment obligations under the Agreement; or
(e) matters for which liability cannot be excluded or limited under applicable law.

9. Payment

9.1 Subscription Plans. palmCPU users can pay for several paid plans for extra space and sharing options. By subscribing once, you authorize palmCPU to charge your chosen payment method. palmCPU offers renewal subscriptions and lifetime subscriptions.

9.2 Renewal Subscriptions. palmCPU users can pay for paid plans on a renewing period basis (for example, monthly and yearly plans).

9.3 Renewal. All paid renewal subscriptions are renewed for the Services on the date such renewal subscriptions expire. If you have a renewal subscription, this will be extended automatically until you terminate it and every further payment will be due at the beginning of the new payment cycle.

9.4 Payments for and Cancellation of Subscriptions. You can cancel your subscriptions for the palmCPU Service at any time from your payment account. However, no refund will be provided for any unused days.

9.5 All users who subscribe for Services subject to a fee ("Paid Services") must enter valid credit [or debit] card or PayPal account credentials. The Service is billed in advance on a monthly or yearly basis (depending on the selection you make at the point of subscription) and paid on an automatic basis. You hereby authorize palmCPU to automatically charge your credit card or PayPal account for charges that apply to your account. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including VAT, and you shall be responsible for payment of all such taxes, levies, duties or VAT, excluding only United States (federal or state) taxes.

9.6 If, for any reason, you are not satisfied with the Paid services, you can cancel your subscription for Paid Services at any time.

9.7 palmCPU has a ten (10) calendar days money back guarantee, beginning on the day you have submitted your payment for the Paid services. During this period, you are eligible to request for a refund. If you issue an explicit written request for a refund within the ten (10) days referenced above, we will process the refund due to you in full within 30 calendar days, counting from the day you have confirmed your request.

9.8 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

9.9 In case you have purchased Paid services through a promotional campaign or provided discount, palmCPU reserves the right to decline providing a refund.

9.10 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

10. Indemnification

You agree to indemnify and defend palmCPU and its Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys' fees and legal costs), arising from or relating to: (a) any information (including your User Content or any other content) that you or anyone using your account or your Credentials store, upload, submit, post or transmit through the Site or Services; (b) the use of the Site or Services by you or anyone using your account or your Credentials; (c) breach of these Terms by you or anyone using your account or your Credentials; or (d) breach of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account or your Credentials. palmCPU reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with palmCPU in such defense.