Training Grounds and Training Grounds League
Terms and Conditions
a. This Cloud9 Training Grounds and Training Grounds League Terms & Conditions Agreement (the “Agreement”) is a legal document that explains your rights and obligations as a participant in the Cloud9 Training Grounds program (“TG”) and/or Cloud9 Training Grounds League program (the “TG League”, and collectively with TG, the “Program”) and governs your participation in the Program. In the event the individual participating (“Participants”) in the Program is under eighteen (18) years of age, any reference to “you” and/or “your” shall include references to the child as well as their applicable parents/guardian(s) whose name appears on the Program application. You must be at least thirteen (13) years old, and a resident of the United States, Canada, or Mexico to participate in the Program. For participants who resident in Canada or Mexico, the program will be administered in accordance with those jurisdictions’ applicable laws.
b. TG is a place for people to meet other people who are Cloud9 fans, play games with each other, and learn how to encourage, support, and respectfully engage with others. TG organizes team and player coaching for members.
c. The TG League is intended to provide an amateur League of Legends and Valorant tournament structure where approximately twenty to eighty (20-80) teams will compete, and each team will be assigned a Cloud9-certified coach. Participants in the Program will be selected in Cloud9’s sole and absolute discretion. Participants will be divided into teams in Cloud9’s sole and absolute discretion. The schedule of Program (the “Schedule”) will be included in separate Program documentation; generally, the Program Schedule will include one (1), three (3) hour block of practice and coaching each week, and five (5) weeks of regular season competition, and two (2) week of playoffs. Notwithstanding the foregoing, any Program Schedule is subject to change in Cloud9’s sole and absolute discretion. The number of Participants who can participate in the Program may be limited; Cloud9 shall determine the number of Participants for each Program in its sole and absolute discretion. The TG League Official Rules, including any updates, amendments or supplements, codify the rules and standards of conduct that will apply as a condition to participation in TG League.
d. Cloud9 shall provide you with specific information and rules corresponding to the Program you register for (the “Rules”). For more details about the Program, or if you have any questions, please contact firstname.lastname@example.org (“Contact”). The Contact may be changed by Cloud9 in its sole discretion.
g. To the extent that you use third-party websites and/or applications to access and/or participate in the Program (e.g., Discord, email), you shall comply with all terms and conditions, privacy policies, and other applicable rules related to said websites and/or applications. Cloud9 is not responsible for monitoring or ensuring your, or any third party’s, compliance with such terms and rules. You are wholly liable for your use of such websites and applications.
a. The term of this Agreement (the “Term“) commences on the day Cloud9 notifies you that you have been accepted into the Program. The Term will end on the latest of (i) one (1) year after the date of your agreement to this Agreement; (ii) when you turn eighteen (18); or (iii) when you leave the Discord Community (defined below), unless you or Cloud9 decide to end the Term earlier.
b. You can end the Term earlier by notifying the Contact by email; the Term shall end as soon as Cloud9 receives your email and deactivates your account, which Cloud9 agrees to do as soon as it reasonably can. Cloud9 can end the Term earlier by notifying you or your parents, as applicable, by email.
c. Program Duration. The Program may take place for a limited amount of time, as communicated to you by Cloud9 in any Rules (the “Program Duration”). The Program Duration shall not materially affect the Term as set forth in Section 2(a). The Program Duration shall be determined in Cloud9’s sole discretion and may be subject to change.
a. Consideration. In consideration for the covenants and promises made by you in this Agreement and in connection with the Program, including those made under this Agreement, Cloud9 provides you with access to the Program. You acknowledge and agree that by participating in the Program, you will receive access to information and education to which you otherwise are not entitled. You acknowledge the sufficiency of such consideration.
b. Payments Owed. You are not entitled to any financial compensation or equipment from Cloud9. You are required to pay Cloud9 a nonrefundable flat fee as detailed in the Rules, for your participation in the Program (the “Payment”). For the avoidance of doubt, each Program may have a different Payment amount required. The applicable Payment amount for the Program will be communicated to you by Cloud9 in the Rules, as well as the method(s) through which you can complete the Payment. Your participation in the Program is expressly conditioned on you paying the full Payment to Cloud9. Cloud9 reserved the right to cap Participants of the Program and may, in Cloud9’s sole and absolute discretion, place prospective Participants on a waitlist for the Program.
c. Refund Policy. You acknowledge and agree that the Payment is non-refundable. In the event Cloud9, in its sole and absolute discretion, does not grant you access to the Program or place you on a waitlist for the Program after you submitted Payment, Cloud9 may remit Payment to you, in the event you do not actually participate in the Program.
d. Meet and Greets. Cloud9 may host meet-and-greets or other in-person events during the Term. Cloud9 is not responsible for any costs or expenses associated with your attendance.
e. Products. Subject to applicable laws, you may receive certain products as a result of your participation in the Program (“Products”). Products that you receive are not subject to returns or exchanges. Cloud9 reserves the right to limit the quantities of any Products that we offer. Cloud9 reserves the right to discontinue any Product at any time. You are not guaranteed to receive any Products as a result of participation in the Program. Products you receive shall be delivered on an “AS IS” basis.
f. Discord. You may be invited to join the applicable Program Discord server during the duration of the Program. After the Program, you may be invited to join the community Discord Server (the “Community Discord”), which shall include other alumni from the Program. Program Discord server and Community Discord rules must be followed at all times. These applicable rules will be available to you by Cloud9.
e. Training Grounds Referral Program. Cloud9 may invite you to participate in its Training Grounds Referral Program (the “Referral Program”). Nothing herein guarantees you the right to participate in the Referral Program; Participants will be selected to participate in the Referral Program in Cloud9’s sole and absolute discretion. The Referral Program is governed by separate eligibility rules and other terms and conditions found here: https://traininggrounds.gg/referral-terms-and-conditions/
4. Your Duties and Responsibilities.
a. In order to access and use the Program, you may be given a one-time use invitation provided to you by Cloud9, and use a password protected account that you create. You will take reasonable measures to safeguard all account passwords, invitations, and log-in information. You are responsible for all activity performed by and under your applicable account(s) in connection with the Program, whether authorized by you or not.
b. You agree not to use the Program to:
• violate any local, state, national or international law or regulation;
• transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
• stalk, harass, bully, or harm another individual
• violate any applicable code(s) of conduct;
• engage in any malicious purpose;
• transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
• knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• modify, circumvent or interfere with any security feature of, the Program or applicable website/application, or attempt to do so;
• sublicense, distribute or otherwise transfer the licenses for any “Content” (defined below);
• impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, or to distribute false, misleading, or fraudulent information;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the applicable website/application or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
• modify, adapt, translate or create derivative works based upon the website or any part thereof, except and only to the extent expressly permitted by Cloud9 herein or to the extent the foregoing restriction is expressly prohibited by applicable law;
• interfere with or disrupt the Program, applicable website(s), application(s) or servers or networks connected thereto, or disobey any requirements, procedures, policies or regulations of networks connected thereto; or
• alter or modify any content or component of the Program or applicable website(s) or applications, other than as expressly permitted.
5. Intellectual Property.
You acknowledge that, as between you and Cloud9, Cloud9 owns all right, title, and interest in and to the Program. Except to the extent set forth herein, (a) Cloud9 does not grant to you any license, express or implied, to Cloud9’s Content, Marks (the “Intellectual Property Rights”) and (b) nothing in the Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant either party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other party. Cloud9, on behalf of itself and its licensors, expressly reserves all Intellectual Property Rights not expressly granted hereunder. The Program may include materials that are or may be found to be in the public domain under applicable laws. Cloud9 makes no representation or claim of copyright ownership to any such materials.
The Program may contain links to third-party websites, or utilize third-party applicable, and other Internet resources that are not owned or controlled by Cloud9 (“Third-Party Materials”). Cloud9’s provision of a link to any Third-Party Materials is for your convenience only and does not signify Cloud9’s endorsement of such other website or resource or its contents. Cloud9 shall have no responsibility or liability for any content, information, software, materials or practices of any third-party materials including any product or service advertised or offered by a third-party through the curriculum or any linked website or featured in any advertising. For the avoidance of doubt Cloud9 shall utilize the third-party Battlefy.com to help operate the TG League; Cloud9 shall have no responsibility or liability for any content, information, software, materials or practices of Battlefy.com, including any product or services offered by Battlefy.com as a result of the operation of the TG League.
To the extent you play any game in connection with the Program, you acknowledge that you are responsible for obtaining and maintaining any and all licenses to play said game. You further represent and warrant that you shall comply with any and all terms of conditions of said license, as well as the applicable code of conduct codified by the applicable publisher or developer with respect to said game.
You expressly acknowledge and agree that Cloud9 may photograph, record, digitally enhance or recreate, and otherwise capture footage of you, your name, likeness, streams, your gameplay, gamer tag, voice, conversations (including telephonic) and any sounds (collectively the “Footage”) during and in connection with the Program, and you grant Cloud9 the non-exclusive, sub-licensable right in perpetuity throughout the world to broadcast and use the Footage (including, without limitation, your name, likeness, streams, your gameplay, gamer tag, voice, conversations (including telephonic) and any sounds as it appears in the Footage) in connection with the Program. In consideration for your appearance in and in connection with the Program, and without any further consideration from Cloud9 at any time, Cloud9 will own all copyrights and other rights in and to the Footage and the Program and Cloud9 will be the sole and exclusive owner thereof. You acknowledge and agree that the Cloud9 shall be entitled to use, publish, and exploit all rights associated with the Footage in connection with the Program in perpetuity. To the extent the Footage or the Program do not vest in the Cloud9 or are retained by you, you hereby irrevocably grant and assign to Cloud9, and Cloud9 shall own as the Cloud9’s sole and absolute property for any and all purposes and uses whatsoever, exclusively and perpetually throughout the universe, all rights of every kind or nature, whether now known or hereafter devised, in and to the Footage, and the Program. The rights granted herein include without limitation the right to edit, delete, dub and/or fictionalize the Footage and the Program as Company sees fit. For the avoidance of doubt, you expressly agree that the rights included in this section include the right for Cloud9 to broadcast the Footage and the Program on third-party streaming platforms, such as Discord or Twitch.
6. Information Ownership and Accuracy.
a. User Submissions.
The content in the Program, other than “User Submissions” (defined below), including, without limitation, videos, clips, photos, text, software, scripts, graphics, sounds, music, interactive features and the like (collectively, the “Content”) and the “Cloud9” word marks and the related design mark(s), as well as certain other of the names, logos and materials displayed on or through the Program that constitute trademarks, tradenames, service marks or logos associated with Cloud9 and/or the Cloud9 brand (collectively, the “Marks”) are owned by Cloud9 or its licensors and are subject to copyright, trademark and other intellectual property rights under U.S. and international laws. Except as expressly authorized by these terms or as otherwise expressly authorized by Cloud9 through the Program, you agree not to copy, download, stream, capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Program or any portion of the Program, including, without limitation, the Content and the Marks. The Program is provided for your personal, non-commercial use only. You must abide by all copyright notices, trademark notices, information, and restrictions contained in or associated with any Content. You must not remove, alter, interfere with, or circumvent any copyright, trademark or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content.
The Program may enable you, among other things, to post and share comments, photos, messages and other content (collectively, the “User Submissions”). Such User Submissions will generally be available to all participants in the Program. When you provide Cloud9 with a User Submission, you grant to Cloud9 and its subsidiaries, affiliates, partners, representatives, and their successors and assigns, a non-exclusive, fully-paid, royalty-free, transferable, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to display, publicly perform, distribute (including, without limitation, through third-party websites), store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works and otherwise use and reuse your User Submissions (or any portions or derivative works thereof) in any manner, in any medium now known or hereinafter created, in perpetuity, for any purpose. You acknowledge and agree that you have no expectation of compensation of any nature with respect to any User Submissions and that you shall not receive any compensation for any User Submissions. You acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any User Submissions. Because of the viral nature of social media, you should not submit any content to the Program that you do not want to be viewed by others. Cloud9 reserves the right to display advertisements in connection with, and/or based upon, your User Submissions and otherwise in connection with the Program.
You represent and warrant that: (a) you own all rights in your User Submissions or, alternatively, you have acquired all necessary permissions and rights in your User Submissions to enable you to grant to Cloud9 the rights in your User Submissions described herein; and (b) your User Submissions do not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third-party.
Cloud9 disclaims any and all liability in connection with any and all User Submissions, and you agree to waive any legal or equitable rights or remedies you may have against Cloud9 with respect to such User Submissions.
b. Feedback. You agree that Cloud9 and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively, “Feedback”), whether oral, written or video/multimedia, that you may voice about the Program including Feedback that you or your parents, as applicable, send to Cloud9 and/or Cloud9’s affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Cloud9 has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.
c. No Guarantee of Accuracy/Completeness. Cloud9 is not responsible for the accuracy or completeness of information distributed in the Program.
a. You are instructed to not submit any personal identifying information (e.g., legal name, address) (“Personal Information”) to Cloud9 via the applicable program website(s) or program applications over which Cloud9 has control (with the sole exception of providing the necessary contact information for you (and/or your parent/guardian, as applicable) to the extent required to submit your application to Cloud9). Subject to the foregoing exception, do not disclose any Personal Information while using any applicable website(s) or applications over which Cloud9 has control. In the event you submit such Personal Information to Cloud9 via the applicable website(s) or applications over which Cloud9 has control, and Cloud9 becomes aware of such submission, Cloud9 will use commercially reasonable efforts to comply with all applicable laws regarding the collection, use and disclosure of Personal Information. You shall reasonably cooperate with Cloud9’s specific requests as necessary to facilitate such compliance.
b. In the event you submit Personal Information to Cloud9 by any means, you (and your parent/guardian, if you are under eighteen (18) have the right to request that Cloud9 delete or destroy such information from its records; to do so, please email Cloud9 and reasonably cooperate with Cloud9’s efforts to delete or destroy the applicable information. Cloud9 will not disclose any Personal Information to any third-party without your parent/guardian’s consent, if you are under 18, or your consent, if you are over 18.
8. Confidentiality & Non-Disparagement.
You shall not, either during or subsequent to the Term of this Agreement, directly or indirectly divulge the “Confidential Information” (defined below), nor will you disclose the Confidential Information to anyone other than an employee, contractor or agent of Cloud9 or use the Confidential Information in any way, other than in performing this Agreement. Confidential Information means proprietary and confidential business, strategic, and competitive information of Cloud9, its subsidiaries, or its affiliates, as well as all information and materials disclosed (whether in oral, written, or other tangible or intangible form, including but not limited to skype messages, texts, and voice communications) by Cloud9, including the contents of the Program (the “Confidential Information”).
You will take such steps as may be reasonably necessary to prevent the Confidential Information from being disclosed or made available to others. Confidential Information includes, without limitation, any information regarding Cloud9’s trade secrets, inventions, know-how, financial status, strategic plans, internal communications, in-game strategies or tactics, marketing plans, methods, designs, pricing and clients, products, services, vendors, employees, policies or practices, Cloud9’s strategies, tactics, and competitive data, or any other information which is not generally known to the trade or to the public. The Confidential Information shall not be disclosed by you any other persons. This restriction shall not apply to any of the following information: (i) information that is known to you prior to the disclosure by Cloud9; (ii) information that has become publicly known through no wrongful act of you; (iii) information that has been rightfully received from a third-party without restriction on disclosure and without breach of this Agreement; (iv) information that has been approved for release by written authorization of the Cloud9; or (v) information that has been furnished by Cloud9 to a third-party without a similar restriction on disclosure.
You agree that you will not, privately or publicly, disparage, or make derogatory, pejorative or offensive remarks about Cloud9, the Program, or any person or entity affiliated with any of the foregoing. Notwithstanding the foregoing, in the event you truthfully answer questions posed by any governmental agency or the like (including without limitation, truthfully testifying or answering questions under oath), the same shall not be deemed a breach of this Agreement. The terms and conditions of this section shall survive the termination or expiration of this Agreement for a period of five (5) years.
You agree to indemnify Cloud9, Cloud9’s subsidiaries, parent companies, successors, licensees and assignees, and the employees, shareholders, partners, officers, attorneys and agents thereof, harmless from and against any and all third-party losses, costs (including without limitation reasonable attorneys’ fees), liabilities, damages and claims of any nature arising from any breach or alleged breach by you of this Agreement, any representation or warranty made by you under this Agreement, or if your actions or statements cause Cloud9 to be sued by a third-party.
10. Disclaimer of Warranties and Limitation of Liability.
a. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS MADE AVAILABLE TO YOU “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITATION OF THE FOREGOING, Cloud9 WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY INFORMATION OR DATA; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF THE PROGRAM; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE PROGRAM; (D) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, CODES OF A DESTRUCTIVE NATURE, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE PROGRAM BY ANY THIRD-PARTY; OR (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION OR DATA POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE PROGRAM.
FURTHERMORE, THE PRODUCTS ARE PROVIDED TO YOU ON AN “AS IS” BASIS, BY USING THE PRODCUTS YOU SPECIFICALLY ACKNOWLEDGE AND WAIVE ANY CLAIM FOR FRUSTRATION OF PURPOSE, MUTUAL MISTAKE, UNILATERAL MISTAKE IMPOSSIBILITY, AND YOU FURTHER ACKNOWLEDGE AND ACCEPT THE PRODUCT WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES EITHER EXPRESS OR IMPLIED OF ANY KIND NATURE OR TYPE WHATSOEVER.
b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Cloud9 WILL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING AS A RESULT OF ANY DELAY IN RENDERING SERVICE, LOSS OF DATA, LOSS OF USE OR THE INDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Cloud9’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHEN AGGREGATED WITH Cloud9’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT) EXCEED FIVE HUNDRED DOLLARS ($500).
d. You release, acquit and forever discharge, to the fullest extent permitted by applicable law, Cloud9 and Cloud9’s affiliates from and against any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims and demands arising on or before the effective date of this Agreement.
e. During the Program, you may be provided with links to third-party websites and/or services. Cloud9 is not responsible for examining or evaluating the content or accuracy of such websites and/or services. You will not hold Cloud9 liable for anything arising out of or in relation to such third-party websites and/or services including your use thereof.
12. Additional Waivers.
a. To the full extent permitted under the law, you, your personal representatives, successors and assigns, hereby assume all risk of injury or damages to your person or property, including death, while voluntarily choosing to be involved in the photography, video and/or audio sessions related to the Agreement, and any activities contemplated by this Agreement and/or the Program. You release Cloud9, and each of their representatives, agents, employees, officers, directors, shareholders, landlords and lessors from and against any claim, demand, suit, judgment, cost or fees, including reasonable attorneys’ fees, damages, or other liabilities relating to or arising out of activities connected with this Agreement and the Program.
b. You further acknowledge and agree that Cloud9 shall not be liable to you or applicable third-party, for statements, communications, and other acts made or performed by other participants in the Program. Cloud9 shall have no responsibility to monitor and/or control, or other liability related to, the statements, communications, and/or acts of other Program participants.
13. Applicable Law. This Agreement shall be governed by the laws of California applicable to agreements made in and wholly performed in that jurisdiction, and you submit and consent to the jurisdiction and venue of courts present in that jurisdiction in any action brought to enforce, or otherwise relating to, this agreement.
14. Survival of Terms. Those provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
15. Miscellaneous Terms.
a. Independent Contractors. It is the intention of Cloud9 and you that Cloud9 and you are, and will be deemed to be, independent contractors with respect to the subject matter of the Agreement and Program, and nothing contained in the Agreement and/or Program will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between Cloud9 and you.
b. Notices. All notices in accordance with the Agreement and/or Program shall be given in writing, in the English language, and shall be deemed given when personally delivered, when sent by email, or three days after being sent by prepaid certified or registered FedEx to the address last provided to the other. Cloud9 may provide you with notice by posting the applicable information to the applicable website and/or application used in connection with the Program, in writing.
c. Entire Agreement. This Agreement and all exhibits hereto constitute the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and/or contemporaneous written or oral agreements and understandings pertaining hereto. Its enforceability is not dependent on the enforceability or effectiveness of any other agreement, document or understanding.
d. Miscellaneous. The headings of the several sections in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed against any party hereto, whether under any rule of construction or otherwise. Each party to this Agreement has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, including but not limited to with respect to any uncertainties or ambiguities, the same shall not be construed against either party to this Agreement on the grounds of it being the drafting party or otherwise.
e. Amendments by Cloud9. This Agreement may at any time be amended unilaterally by Cloud9 in its sole discretion. In the event of such unilateral amendment, you will be notified by email or otherwise in writing. Your continued use of the Program will constitute your acceptance of the amended terms. If you do not agree to the amendments or any of the terms in this Agreement, your only remedy is to cease use of the Program and, where applicable, cancel your account.
f. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid for any reason, the remainder of this Agreement shall not be deemed invalid but shall remain in full force and effect and shall be enforced to the fullest extent permitted by law.
g. No Legal Advice. You acknowledge and agree that Cloud9 does not provide, nor is anything in this Agreement, the Program, or any other information provided to you by Cloud9, legal advice. All materials and information made available to you are for reference purposes only.
h. Age Minimum. The Program is not permitted for children under 13 years of age. If your child is under 13 years of age, do not use the Program. By using the Program, you affirm that you are the applicable age of majority in your jurisdiction of residence or older, or that you have obtained the consent of your parent or legal guardian to use the Program or that you are an emancipated minor, as applicable. If you are a parent or guardian agreeing to the terms for the benefit of a child 13 or older, then you agree to and accept full responsibility and legal liability for that child’s use of the Program and in accordance with this Agreement and agree that you will monitor your child’s use of the Program and consent thereto.