ACCEPTABLE USE POLICY

Web version 2.0 posted July 31, 2020 (Version 1.0 below)

Validated Cloud has formulated this Acceptable Use Policy ("AUP") in order to encourage the responsible use of the Validated Cloud networks, systems, services, and websites (collectively, the "Validated Cloud Platform and Services" or “Validated Cloud Platform”) by Validated Cloud clients and other users of the Validated Cloud Platform and Services (collectively, "Users"), and to enable Validated Cloud to provide Users with secure, reliable and productive services. Users consent to be bound by the terms of this AUP. Validated Cloud reserves the right to modify this AUP in its sole discretion at any time. Such modifications will be effective when posted at www.validatedcloud.com/acceptable-use-policy/. Any use of the Validated Cloud Platform and Services after such modification shall constitute acceptance of such modification.

Suspension and Termination: Any User which Validated Cloud reasonably determines to have violated any material provision of this AUP may be, in Validated Cloud’s sole discretion, subject to a suspension or termination of service upon fifteen (15) days prior notice of such violation, if the violation has not been cured within said period to the reasonable satisfaction of Validated Cloud and/or of any applicable governmental agency.

Notwithstanding the foregoing, Validated Cloud may immediately suspend service without notice or opportunity to cure if:

1. Validated Cloud becomes aware of a User’s violation of the AUP or any applicable law or regulation, or of any User activity which in Validated Cloud’s reasonable belief
2. is illegal or which exposes Validated Cloud to criminal or civil liability, or
3. exposes Validated Cloud or its Users to material harm (such harm may include, but is not limited to, risk of a network being used in a denial of service attack).
4. Validated Cloud is so ordered by any court, tribunal or governmental agency of competent jurisdiction.

Users understand and acknowledge that governmental agencies may order Validated Cloud to take other actions, including immediate termination of service, and that Validated Cloud will comply with such orders. Unless otherwise prohibited under such order, Validated Cloud shall give Users reasonable notice of the actions so ordered.

For violations of this AUP that are deemed illegal by Validated Cloud as above provided in a.1., or for situations described in a.2. and/or b. above, Validated Cloud may immediately block the hosted servers’ access to the public Internet and block Users’ access to the hosted servers. Notwithstanding the foregoing, private connections to Users will not be blocked immediately unless the hosted systems are causing harm to other Users or to the users of the public Internet.

Service shall not be available to Users during a suspension or termination. Suspension or termination of service due to violations shall be subject to fees for closing out Users’ Services during suspension or termination on a per-hour basis subject to Validated Cloud’s then current Ad-hoc Rate Card. A current Ad-hoc Rate Card is posted here https://www.validatedcloud.com/ad-hoc-rate-card/. Changes in such hourly rates will also be posted Invoices for close-out fees will be issued to Users as incurred. Validated Cloud may take such further action as Validated Cloud reasonably determines to be appropriate under the circumstances to eliminate or prevent repeat violations.

Subject to the aforementioned, Validated Cloud will make every reasonable attempt to not interrupt line-of-business service to Users while addressing violations of this AUP. Validated Cloud shall not be liable for any damages of any nature suffered by any User or any third party resulting in whole or in part from Validated Cloud's reasonable and lawful exercise of its rights, including the right to respond to law enforcement, under this AUP.

Prohibited Conduct In General: The Validated Cloud Platform and Services must be used in a manner that is consistent with the intended purpose  for the hosting of regulated applications, services, disaster recovery and/or data storage and may be used only for lawful purposes. Users shall not use the Validated Cloud Platform and Services in order to transmit, distribute or store material: (a) in violation of any applicable law or regulation, including export or encryption laws or regulations; (b) that may adversely affect the Validated Cloud Platform and Services or other Users; or (c) that may expose Validated Cloud to criminal or civil liability. Users are prohibited from facilitating the violation of any part of this AUP or another provider's AUP, including, but not limited to, transmitting, distributing, or otherwise making available any product or service that violates this AUP or another provider's AUP.

Encryption: All data transmitted over the public Internet to the Validated Cloud must be encrypted during transmission.

Inappropriate Content: Users shall not use the Validated Cloud Platform and Services to transmit, distribute or store material that is inappropriate or material that is obscene (including pornography), defamatory, libelous, threatening, abusive, hateful, or excessively violent, all as determined by Validated Cloud in its sole discretion.

Interception:  Interception shall mean monitoring or attempting to monitor data or traffic of other Users and is prohibited by Users.

Intellectual Property: Material accessible through the Validated Cloud Platform and Services may be subject to protection under privacy, publicity, or other personal rights and Intellectual Property rights, including, but not limited to, copyrights and laws protecting patents, trademarks, trade secrets or other proprietary information. Users shall not use the Validated Cloud Platform and Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights. If Users use a domain name in connection with any of the Validated Cloud Platform and Services, Users must not use that domain name in violation of the trademark, service mark, or other rights of any third party.

Harmful Content: Users shall not use the Validated Cloud Platform and Services to transmit, distribute or store material that may be harmful to or interfere with the Validated Cloud Platform and Services or any third party's networks, systems, services, or websites. Users shall not take any action that constitutes an attempt to harm or interfere with the Validated Cloud Platform and Services or an attempt to harm or interfere with any other Users using the Validated Cloud Platform and Services. Such prohibited harmful content includes, but is not limited to, viruses, worms, or Trojan horses.

Fraudulent/Misleading Content: Users shall not use the Validated Cloud Platform and Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations. In addition, Users are prohibited from submitting any false or inaccurate data on any order form, contract or online application, including the fraudulent use of credit cards.

Email and Unsolicited Messages: Users shall not use the Validated Cloud Platform and Services to transmit unsolicited e-mail messages, including, without limitation, unsolicited bulk email, where such emails could reasonably be expected to provoke complaints ("spam"). Further, Users are prohibited from using the service of another provider to send spam to promote a site hosted on or connected to the Validated Cloud Platform and Services. In addition, Users shall not use the Validated Cloud Platform and Services in order to (a) send e-mail messages which are excessive and/or intended to harass, threaten or annoy others, (b) continue to send e-mail messages to a recipient that has indicated that he/she does not wish to receive them, (c) send e-mail with forged TCP/IP packet header information, (d) send malicious e-mail, including, without limitation, "mail-bombing", (e) send or receive e-mail messages in a manner that violates the use policies of any internet service provider, or (f) use an e-mail box exclusively as a storage space for data.

Third Party Rules: Users may have access through the Validated Cloud Platform and Services to DNS manager service, search engines, subscription Web services, Web pages, ISPs or other services that promulgate rules, guidelines or agreements to govern their use. Users must adhere to any such rules, guidelines, or agreements.

Inappropriate Actions: Users shall not use the Validated Cloud Platform and Services to conduct activities that may be harmful to or interfere with the Validated Cloud Platform and Services or any third party's networks, systems, services, or websites, including, but not limited to, flooding, mail bombing, or denial of service attacks. Users are prohibited from violating or attempting to violate the security of the Validated Cloud Platform and Services or the computers, accounts, or networks of another party. Users are also prohibited from any activity considered a precursor to attempted security violations, including, but not limited to, any form of scanning, probing, or other testing or information gathering activity. Inappropriate activity may result in civil or criminal liability for Users. Validated Cloud reserves the right to investigate such activity and cooperate with law enforcement authorities in their prosecution of Users involved in such activity.

Approval of Applications: All applications to be hosted on the Validated Cloud Platform must be pre-approved by Validated Cloud before being loaded to the Validated Cloud Platform. Validated Cloud reserves the right to prevent any application from being loaded to the Validated Cloud Platform that it deems, in its sole discretion, to be harmful or inappropriate. Notwithstanding this pre-approval right, Validated Cloud takes no responsibility for any applications hosted on the Validated Cloud Platform.

Responsibility for Content: Validated Cloud takes no responsibility for any material created or accessible on or through the Validated Cloud Platform and Services. Validated Cloud is not obligated to monitor such material, but reserves the right to do so. Validated Cloud will not exercise any editorial control over such material. In the event that Validated Cloud becomes aware that any such material may violate this AUP and/or expose Validated Cloud to civil or criminal liability, Validated Cloud reserves the right to block access to such material and suspend or terminate any User creating, storing or disseminating such material. Validated Cloud further reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including disclosing the identity of the User that Validated Cloud deems responsible for the wrongdoing.

Linking to the Validated Cloud Platform: Users are prohibited from linking a service to the Validated Cloud Platform or publishing information containing linking information for a service to the Validated Cloud Platform without obtaining prior written consent from Validated Cloud to do so.

Responsibility for Taking Action Regarding Security Risks and Threats: If Validated Cloud becomes aware of a security risk or threat that may expose the Validated Cloud Platform or its Users to material harm, Validated Cloud will notify Users of the security risk or threat and will provide instructions to Users for taking corrective actions to mitigate or eliminate the security risk or threat. Users must take these corrective actions as instructed by Validated Cloud within a reasonably prompt time from being notified by Validated Cloud or be liable for damages to the Validated Cloud and its Users caused by  Users’ failure to take these corrective actions within a reasonably prompt time. If Users becomes aware of a security risk or threat that may expose the Validated Cloud or its Users to material harm, Users must immediately notify Validated Cloud of the security risk or threat so that Validated Cloud and Users can determine how to successfully mitigate or eliminate the security risk or threat.

Incident Reporting: Any complaints (other than claims of copyright or trademark infringement) regarding violation of this AUP by a User should be directed to legal@validatedcloud.com. Where possible, such complaint shall include details that would assist Validated Cloud in investigating and resolving such complaints (e.g., expanded headers, IP address(es), a copy of the offending transmission and any log files).

Copyright Complaints: If a third party believes that his/her work has been copied and posted, stored or transmitted using the Validated Cloud Platform in a way that constitutes copyright infringement, that third party should submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") in accordance with the process detailed at www.validatedcloud.com and directed to the designated agent listed below:

Validated Cloud’s Designated Copyright Agent for notice of claims of copyright infringement on this website can be reached as follows:

Email:   service@validatedcloud.com

Mail:     Copyright Agent

Validated Cloud Inc.

330 Bear Hill Road, Suite 205

Waltham, MA 02451

The Users acknowledge receipt of the foregoing Acceptable Use Policy, as updated, as of the Effective Date of the Validated Cloud Hosting Agreement and agree that the same is incorporated in and is part of the Agreement.

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Validated Cloud Acceptable Use Policy (“AUP”)

Web version 1.0 posted June 4 2015

Validated Cloud has formulated this Acceptable Use Policy ("AUP") in order to encourage the responsible use of the Validated Cloud networks, systems, services, and websites (collectively, the "Validated Cloud and Services") by Validated Cloud clients and other users of the Validated Cloud and Services (collectively, "Users"), and to enable Validated Cloud to provide Users with secure, reliable and productive services. Users consent to be bound by the terms of this AUP. Validated Cloud reserves the right to modify this AUP in its sole discretion at any time. Such modifications will be effective when posted at www.validatedcloud.com/acceptable-use-policy/. Any use of the Validated Cloud and Services after such modification shall constitute acceptance of such modification.

Suspension and Termination: Any User which Validated Cloud reasonably determines to have violated any material provision of this AUP may be, in Validated Cloud’s sole discretion, subject to a suspension or termination of service upon fifteen (15) days prior notice of such violation, if the violation has not been cured within said period to the reasonable satisfaction of Validated Cloud and/or of any applicable governmental agency.

Notwithstanding the foregoing, Validated Cloud may immediately suspend service without notice or opportunity to cure if:

a. Validated Cloud becomes aware of a User’s violation of the AUP or any applicable law or regulation, or of any User activity which in Validated Cloud’s reasonable belief

1. is illegal or which exposes Validated Cloud to criminal or civil liability, or

2. exposes the Validated Cloud or its Users to material harm (such harm may include, but is not limited to, risk of a network being used in a denial of service attack).

b. Validated Cloud is so ordered by any court, tribunal or governmental agency of competent jurisdiction.

Users understand and acknowledge that governmental agencies may order Validated Cloud to take other actions, including immediate termination of service, and that Validated Cloud will comply with such orders. Unless otherwise prohibited under such order, Validated Cloud shall give User reasonable notice of the actions so ordered.

For violations of this AUP that are deemed illegal by Validated Cloud as above provided in a.1., or for situations described in a.2. and/or b. above, Validated Cloud may immediately block the hosted servers’ direct access to the public Internet and block Client’s access to the hosted servers. Notwithstanding the foregoing, private connections to Users will not be blocked immediately.

Service shall not be available during a suspension or termination. Suspension or termination of service due to violations shall be subject to fees for closing out Client’s Services during suspension or termination on a per-hour basis subject to Validated Cloud’s current Ad-hoc Rate Card. A current Ad-hoc Rate Card is attached as Appendix A. Invoices for Close-out Fees will be issued to Client as incurred. Validated Cloud may take such further action as Validated Cloud reasonably determines to be appropriate under the circumstances to eliminate or prevent repeat violations.

Subject to the aforementioned, Validated Cloud will make every reasonable attempt to not interrupt line-of-business service to Users while addressing violations of this AUP. Validated Cloud shall not be liable for any damages of any nature suffered by any User or any third party resulting in whole or in part from Validated Cloud's reasonable and lawful exercise of its rights under this AUP.

Prohibited Conduct In General: The Validated Cloud and Services must be used in a manner that is consistent with the intended purpose of the Validated Cloud and Services for the hosting of regulated applications, services, disaster recovery and/or data storage and may be used only for lawful purposes. Users shall not use the Validated Cloud and Services in order to transmit, distribute or store material: (a) in violation of any applicable law or regulation, including export or encryption laws or regulations; (b) that may adversely affect the Validated Cloud and Services or other Users; or (c) that may expose Validated Cloud to criminal or civil liability. Users are prohibited from facilitating the violation of any part of this AUP or another provider's AUP, including, but not limited to, transmitting, distributing, or otherwise making available any product or service that violates this AUP or another provider's AUP.

Encryption: All data transmitted over the public Internet to the Validated Cloud must be encrypted prior to transmission.

Inappropriate Content: Users shall not use the Validated Cloud and Services to transmit, distribute or store material that is inappropriate or material that is obscene (including pornography), defamatory, libelous, threatening, abusive, hateful, or excessively violent, all as determined by Validated Cloud in its sole discretion.

Intellectual Property: Material accessible through the Validated Cloud and Services may be subject to protection under privacy, publicity, or other personal rights and Intellectual Property rights, including, but not limited to, copyrights and laws protecting patents, trademarks, trade secrets or other proprietary information. Users shall not use the Validated Cloud and Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights. If Users use a domain name in connection with any of the Validated Cloud and Services, Users must not use that domain name in violation of the trademark, service mark, or other rights of any third party.

Harmful Content: Users shall not use the Validated Cloud and Services to transmit, distribute or store material that may be harmful to or interfere with the Validated Cloud and Services or any third party's networks, systems, services, or websites. Users shall not take any action that constitutes an attempt to harm or interfere with the Validated Cloud and Services or an attempt to harm or interfere with any other clients using the Validated Cloud. Such prohibited harmful content includes, but is not limited to, viruses, worms, or Trojan horses.

Fraudulent/Misleading Content: Users shall not use the Validated Cloud and Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations. In addition, Users are prohibited from submitting any false or inaccurate data on any order form, contract or online application, including the fraudulent use of credit cards.

Email and Unsolicited Messages: Users shall not use the Validated Cloud and Services to transmit unsolicited e-mail messages, including, without limitation, unsolicited bulk email, where such emails could reasonably be expected to provoke complaints ("spam"). Further, Users are prohibited from using the service of another provider to send spam to promote a site hosted on or connected to the Validated Cloud and Services. In addition, Users shall not use the Validated Cloud and Services in order to (a) send e-mail messages which are excessive and/or intended to harass or annoy others, (b) continue to send e-mail messages to a recipient that has indicated that he/she does not wish to receive them, (c) send e-mail with forged TCP/IP packet header information, (d) send malicious e-mail, including, without limitation, "mail-bombing", (e) send or receive e-mail messages in a manner that violates the use policies of any internet service provider, or (f) use an e-mail box exclusively as a storage space for data.

Third Party Rules: Users may have access through the Validated Cloud and Services to DNS manager service, search engines, subscription Web services, Web pages, ISPs or other services that promulgate rules, guidelines or agreements to govern their use. Users must adhere to any such rules, guidelines, or agreements.

Inappropriate Actions: Users shall not use the Validated Cloud and Services to conduct activities that may be harmful to or interfere with the Validated Cloud and Services or any third party's networks, systems, services, or websites, including, but not limited to, flooding, mail bombing, or denial of service attacks. Users are prohibited from violating or attempting to violate the security of the Validated Cloud and Services or the computers, accounts, or networks of another party. Users are also prohibited from any activity considered a precursor to attempted security violations, including, but not limited to, any form of scanning, probing, or other testing or information gathering activity. Inappropriate activity may result in civil or criminal liability. Validated Cloud reserves the right to investigate such activity and cooperate with law enforcement authorities in their prosecution of Users involved in such activity.

Approval of Applications: All applications to be hosted on the Validated Cloud must be pre-approved by Validated Cloud before being loaded to the Validated Cloud. Validated Cloud reserves the right to prevent any application from being loaded to the Validated Cloud that it deems, in its sole discretion, to be harmful or inappropriate. Notwithstanding this pre-approval right, Validated Cloud takes no responsibility for any applications hosted on the Validated Cloud.

Responsibility for Content: Validated Cloud takes no responsibility for any material created or accessible on or through the Validated Cloud and Services. Validated Cloud is not obligated to monitor such material, but reserves the right to do so. Validated Cloud will not exercise any editorial control over such material. In the event that Validated Cloud becomes aware that any such material may violate this AUP and/or expose Validated Cloud to civil or criminal liability, Validated Cloud reserves the right to block access to such material and suspend or terminate any User creating, storing or disseminating such material. Validated Cloud further reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including disclosing the identity of the User that Validated Cloud deems responsible for the wrongdoing.

Safe Harbor: Validated Cloud complies with the US-EU Safe Harbor Framework and US-Swiss Safe Harbor Framework as set forth by the US Department of Commerce regarding the collection, use and retention of personal information from European Union member countries and Switzerland. Accordingly, Validated Cloud has certified that it adheres to the Safe Harbor Privacy Principles published by the US Department of Commerce with respect to all such data. For Validated Cloud, Validated Cloud acts only as a “data processor”, acting only on the instructions of its “data controller” clients and does not control or share such data without direction from the Client. The Client is the “data controller” for the purpose of the EU Data Directive and is responsible for maintaining compliance with applicable data protection laws. Validated Cloud does not determine what types of data its clients store on Validated Cloud and how that data is acquired, categorized, classified, accessed, exchanged or otherwise processed.

Linking to the Validated Cloud: Client is prohibited from linking a service to the Validated Cloud or publishing information containing linking information for a service to the Validated Cloud without obtaining prior written consent from Validated Cloud to do so.

Responsibility for Maintaining 21 CFR Part 11 Compliance: If Client is subject to maintaining 21 CFR Part 11 compliance, it is the sole responsibility of Client to maintain its 21 CFR Part 11 compliance. Validated Cloud is not responsible for maintaining Client’s compliance with 21 CFR Part 11.

Responsibility for Taking Action Regarding Security Risks and Threats: If Validated Cloud becomes aware of a security risk or threat that may expose the Validated Cloud or its Users to material harm, Validated Cloud will notify Client of the security risk or threat and will provide instructions to Client for taking corrective actions to mitigate or eliminate the security risk or threat. Client must take these corrective actions as instructed by Validated Cloud within a reasonably prompt time from being notified by Validated Cloud or be liable for damages to the Validated Cloud and its Users caused by Client’s failure to take these corrective actions within a reasonably prompt time. If Client becomes aware of a security risk or threat that may expose the Validated Cloud or its Users to material harm, Client must immediately notify Validated Cloud of the security risk or threat so that Validated Cloud and Client can determine how to successfully mitigate or eliminate the security risk or threat.

Incident Reporting: Any complaints (other than claims of copyright or trademark infringement) regarding violation of this AUP by a User should be directed to legal@validatedcloud.com. Where possible, include details that would assist Validated Cloud in investigating and resolving such complaints (e.g., expanded headers, IP address(es), a copy of the offending transmission and any log files).

Copyright Complaints: If a Party believes that his/her work has been copied and posted, stored or transmitted using the Validated Cloud in a way that constitutes copyright infringement, that Party should submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") in accordance with the process detailed at www.validatedcloud.com and directed to the designated agent listed below:

Validated Cloud’s Designated Copyright Agent for notice of claims of copyright infringement on this website can be reached as follows:

Email:   service@validatedcloud.com

Fax:     617-500-8340

Mail:     Copyright Agent

Validated Cloud Inc.

330 Bear Hill Road, Suite 205

Waltham, MA 02451

The Parties acknowledge receipt of the foregoing Acceptable Use Policy as of the Effective Date of the Validated Cloud Hosting Agreement and agree that the same is incorporated in and is part of the Agreement.