Terms and Conditions

Upon signing up for/and or using the Services of ClusterTech Platform for Atmospheric Simulation (CPAS), the subscriber agrees to comply with CPAS' Terms and Conditions (the "T&C") set out herein below and any policies, guidelines or amendments thereto that may be presented to the subscriber from time to time (hereinafter collectively referred to as "Agreement"). The subscriber may also be subject to additional terms and conditions that may apply when the subscriber uses or purchases certain other ClusterTech's Services, affiliated services, third-party content, or third-party software.

ClusterTech reserves the right to update and change the Terms and Conditions from time to time without notice. Unless otherwise stated, defined terms used herein shall have the same meanings throughout the Agreement.

1. Definitions

In these T&C, the following words have the following meanings unless the context otherwise requires:

Agreement means collectively the T&C and all supplementary terms, any policies, guidelines or amendments posted on CPAS' website: https://cpas.earth/

ClusterTech means ClusterTech Limited, headquartered at Unit 210-213, Lakeside 1, No. 8 Science Park West Avenue, Hong Kong Science Park, Shatin, N.T., Hong Kong;

CPAS means the ClusterTech Platform for Atmospheric Simulation, a set of cloud-based services owned and operated by ClusterTech Limited;

Charges means the charges payable by the Subscriber pursuant to the terms of the Agreement, including, but not limited to, all once-off charges, recurring fees, deposits and other charges for which the Subscriber is liable; Intellectual Property Rights means patents, trademarks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country;

Services means any services provided by ClusterTech to the Subscriber from time to time pursuant to the Agreement or as set out in the contents of ClusterTech's quotation to the relevant Subscriber;

Subscriber means any legal entity (natural person, company or organization) which is identified on the application form or invoice whose application for the Services has been accepted by ClusterTech;

System means ClusterTech connected system of servers used to provide Services to Subscriber;

User means all Subscribers and other users of the Services including those who access the same without the accounts with ClusterTech.

2. Use of Services

2.1. Privileges and Stored Value

Each subscription has a number of privilege items and each item has a certain quantified limit. For example, the standard subscription has a limit on the number of cells allowed in each mesh (as of the date this document is written/revised, the number is 1,000,000 cells). Along the process of operating the CPAS platform, execution would be aborted if any limit is exceeded.

Some computational jobs, like Real Simulation jobs, consume chargeable items, like CPU core resources in the unit of giga cell-step. Some subscription plans include a certain number of Stored Values for chargeable items. In the ordering of jobs, the amount of chargeable items are listed. A Subscriber continuing the ordering of the job represents the Subscriber confirms the consumption of the amount of chargeable items for the job.

2.2. Consumption of Stored Values or payment for ordered jobs

The consumption of chargeable items will result in deducting the amount from the Stored Value in the Subscriber’s account or payment for the items at the rates specified in the subscription plan and calculated by the system. The payment can be made online depending on the availability of online payment support on CPAS website, or made manually via contacting a ClusterTech business representative. The deducting of Stored Value or payment must be done before the ordered job is eligible to be run.

2.3. Expiry of Privileges and Stored Values

Each privilege item or stored value item has an expiry date. The item would be forfeited after the expiry date of the item. For services involving queuing before serving, the expiry dates are checked at the job ordering time; and the job would keep on being eligible to execute if the queuing and execution time already passed the expiry.

The expiry of purchased items in CPAS is for CPAS’ operational planning for the provision and deployment of High Performance Computing resources, which are costly and energy-consuming. Under-utilization of deployed resources and over-provisioning for future periods should be avoided, and Subscriber’s understanding on the necessity of expiry is much appreciated.

2.4. Numerical experiment nature of Real Simulation and Shallow Water Test

The CPAS Numerical Weather Prediction (NWP) model, and the model components that can be chosen therein, like many other state-of-the-art NWP models, is desired to be as robust as possible. However, there is no guarantee that the running of Real Simulation, Shallow Water Test and/or other computational jobs always produce valid or expected results. In particular, depending on the specified parameters, choice of model components and their combinations, and meteorological conditions as represented in the Initial Condition data (and Lateral Boundary Condition or data assimilation or nudging data if applicable), there may be numerical instability or violation of conditions model components may assume or check along the run.

ClusterTech derives, develops and maintains the CPAS model and cloud-computing service in the best effort to behave reasonably as an NWP model. In particular, for errors detected, the model makes the best effort to report error messages as meaningful or appropriate as the system can. If Not-a-Number (NaN) state of floating point number variables are detected, the run would be aborted accordingly to avoid further unmeaningful computation. The log files, for normal output or errors, would be provided along with the computational job’s result. Partial results available for the job would also be retained.

2.5. Rebate of unconsumed chargeable items for incomplete computational jobs as Stored Values

If a computational job has early termination and there are parts of chargeable items that are not actually consumed, those parts of chargeable items will be rebated to the Subscriber’s account as Stored Values with expiry date. Subscribers are encouraged to check the partial results if any, redetermine the settings or input parameters and utilize the rebated Stored Values for more computational experiments. In case ClusterTech offers a free or discounted part of chargeable items at its discretion, the billed amount will be less than the total amount, and the amount of the rebate will be calculated based on the billed amount on a pro-rata basis.

Take an example, suppose a Subscriber having 2.0 Gcs (giga cell-step) Stored Value balance ordered a Real Simulation job for a 120-hour simulation, with total CPU resources 11.5 Gcs, having got 1.5 Gcs free, settled the billed 10.0 Gcs with 2.0 Gcs deducted from Stored Value, and 8.0 Gcs paid by online payment. If the model detected NaN after simulated 30 hours and aborted, that is, 25% of the ordered job is run and 75% of the job is not run due to early termination, then,

Rebate of CPU resource = 10.0 Gcs x 75% = 7.5 Gcs

would be credited as Stored Value back to the Subscriber’s account.

The rebate of other billed chargeable items will be calculated and processed in the same way.

The expiry of the rebated item will be determined by the system with consideration of allowing time for Subscriber’s follow-up action, 30 days, but yet repeated rebate cannot extend the original expiry since payment for more than 2 times the original period.

2.6. Incentives for retrying failed Real Simulation experiments

As a supportive incentive of utilizing the CPAS NWP model, for the consumed part of an incomplete Real Simulation job, ClusterTech, upon its sole discretion as implemented in the system or manually operated, rebates 50% of consumed chargeable items as Stored Values with expiry date to the Subscriber’s account. ClusterTech reserves the right to rebate or withdraw such rebate.

Taking the above example in which 25% of the ordered job with billed 10.0 Gcs is run before early termination due to the model’s detection of a numerical problem, a further

Rebate of CPU resource = (10.0 Gcs x 25%) x 50% = 1.25 Gcs

is subject to be credited to the Subscriber’s account under this incentive scheme. The expiry of this rebate item is determined on ClusterTech discretion.

The rebate of other billed chargeable items will be calculated and processed similarly.

2.7. Storage of data

The CPAS computational services involve input data by the Subscriber (e.g. mesh specifications and parameters for real simulations), as well as resulting data of the Subscriber’s computational jobs. ClusterTech keeps Subscriber’s data in the CPAS system with the best and reasonable effort. The services are provided “as is” and in case that there is an incident or incidents that lead to data loss, ClusterTech is not liable to the Subscriber for the loss of data.

2.8. Storage limit and refusal of job execution

Each Subscriber’s account has a storage quota and the accumulated result data of the Subscriber’s jobs is not allowed to exceed this quota. This quota can be increased by purchasing storage items with expiry date. If such a quota is reached or exceeded, further ordering of jobs would be refused, or execution of jobs might be terminated.

The storage used can be released by the Subscriber via job deletion function in the user interface. If the Subscriber has problems on deleting unwanted data via the user interface, or needs any help, please contact enquiry@cpas.earth.

2.9. Data in storage upon expiry

ClusterTech has no obligation to keep a Subscriber’s data in the storage once a purchased storage expires and the amount of data exceeds the limit the Subscribers’ account reduces to after such expiry. The Subscriber is responsible for cleaning up the storage of the account so that the data the Subscriber desires to keep always amounts to be lower than the quota that may change from time to time according to the Subscriber’s purchase.

ClusterTech has the discretion to execute cleanup of a Subscriber’s storage any time if the amount of data in the account exceeds the storage quota at the moment. Any communication with the Subscriber on storage cleanup issues are in courtesy manner and ClusterTech is by no means obliged to such communication or pending for response in such communication. In particular, when ClusterTech executes cleanup of a Subscriber’s storage, the behaviour of what files are permanently deleted and what files may remain in the storage is not defined. ClusterTech has no responsibility for any loss or damage of Subscriber data in cleanup actions.

2.10 Compliance to the user’s local laws

While CPAS provides computational services on the internet, the user must comply with the local laws and regulations governing the location the user is staying, or any laws applicable to the user, for any actions on using the services and using the results of the services.

3. Sharing Results Within The Affiliated Organization

3.1. Affiliated organization

Before the Subscriber registers the organization he/she is affiliated to, via means provided by the CPAS website or other means provided by ClusterTech otherwise, the services can only be used for personal research purposes. After the Subscriber registered his/her affiliated organization, with a declaration that the information supplied is true and lawful, the Subscriber may share the resulting files of the Services to members of the organization.

If the affiliated organization of the Subscriber changes, the Subscriber is obliged to update the information before further usage of the Services and the resulting files, via means provided by the CPAS website or by e-mail contact of the website (enquiry@cpas.earth).

3.2. No Unauthorized redistribution of generated mesh files

The mesh files available for Subscriber to download in the Services are generated by ClusterTech Ltd. ClusterTech reserves all rights on the generated files, while licenses the Subscriber and the affiliated organization to use the mesh files. Subscriber agrees not to redistribute, share or make available for transfer, paid or free, in original or derived form, the mesh files except to members of the affiliated organization. If Subscriber has not registered proper affiliated organization information in the user account, Subscriber must not redistribute, share or make available for transfer, paid or free, in original or derived form, the mesh files to anyone. Subscriber also agrees to bring the provisions of the Agreement to the attention of each recipient of the mesh files and shall procure that each permitted user complies with the provisions of the Agreement. Subscriber agrees to manage in his/her due diligence to disallow members of the affiliated organization from redistributing, sharing or making available for transfer, paid or free, in original or derived form, the mesh files to any recipient not in the affiliated organization.

4. No Resale of Services

Subscriber agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of ClusterTech Services, use of ClusterTech Services, or access to ClusterTech Services.

5. Intellectual Property Rights; Copyright Policy

5.1. Subscriber acknowledges that ClusterTech owns all rights, title and interest in and to the ClusterTech services, including without limitation all intellectual property rights (the "ClusterTech Rights"), and such ClusterTech Rights are protected by Hong Kong and international intellectual property laws. The ClusterTech Rights include rights in:

5.1.1. the ClusterTech Services developed and provided by ClusterTech and its technology partners and all trademarks and other intellectual property associated therewith; and
5.1.2. all software associated with the ClusterTech Services.

Subscriber agrees that Subscriber will not copy, reproduce, alter, modify, or create derivative works from the ClusterTech Services or any Content placed on the ClusterTech Services by ClusterTech or any third party.

5.2. If Subscriber believes that Subscriber's work has been copied and posted on the ClusterTech services without Subscriber's permission or in any way that constitutes copyright infringement, please provide ClusterTech with the following information:

5.2.1. a description of the copyrighted work that Subscriber claims has been infringed;
5.2.2. a description of where the material Subscriber claims is infringing is located on the ClusterTech Services;
5.2.3. subscriber's address, telephone number, and email address; and a written statement by Subscriber stating that Subscriber has a good faith belief that the disputed use is not authorized by Subscriber, Subscriber's agent, or the law; and
5.2.4. a statement by Subscriber, made under penalty of perjury, that Subscriber owns the claimed infringing material together with any evidence of such ownership.

Please contact ClusterTech at the following address: ClusterTech Limited, Unit 210-213, Lakeside 1, No. 8 Science Park West Avenue, Hong Kong Science Park, Shatin, N.T., Hong Kong, Attn: Copyright Infringement.

6. Payment

6.1. In consideration of the provision of the Services, the Subscriber will pay to ClusterTech the Charges notified by ClusterTech to the Subscriber from time to time. The Subscriber will be solely responsible for paying any taxes and other charges arising in relation to its use of the Services.

6.2. All charges and payment to ClusterTech for its services are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. The cost of any returns if permitted will be at subscriber's expense, unless otherwise provided by applicable law.

6.3. Payment may be done via online payment if available, or by following the instructions by a ClusterTech business representative. ClusterTech may charge Subscriber's credit card if applicable. All payments are to be made in the currency specified in the online payment process or on ClusterTech's invoice.

6.4. For manual payment, terms of payment are net 14 days of ClusterTech invoice date (the "due date"), unless otherwise stated in the invoice or separately agreed with ClusterTech. Invoices for the Services may be issued in advance of the actual performance of the Services by post, electronic mail and/or facsimile transmission. The Subscriber will provide and deliver to ClusterTech proof of any payment made by the Subscriber to ClusterTech under the Agreement to the reasonable satisfaction of ClusterTech. Unless and until the Subscriber shall have complied with this sub-clause in respect of the relevant payment, ClusterTech shall have no obligation to provide any services.

6.5. For online payment, coupon code may be entered in the payment process for the checking of applicability of the coupon which may result in a reduction of the payment amount. ClusterTech reserves the rights to accept or reject coupon code, and to withdraw privileges or stored values introduced by applying a coupon code unless expressly stated otherwise.

6.6. If Subscriber does not follow payment terms, ClusterTech shall have the right to perform any or all of the following actions:

6.6.1. suspend its obligations to provide the Services;
6.6.2. terminate the Agreement; and
6.6.3. charge interest calculated from the due date, to the actual date of payment of any amounts owing at the ClusterTech current overdraft rate.

7. Subscriber's Responsibilities

7.1. The Subscriber shall provide ClusterTech examination and verification proof of identity and constitution (whichever is applicable) and particulars of registered office or residential address (whichever is applicable) of the Subscriber as ClusterTech shall request including but not limited to (whenever applicable) identification card(s), valid and current business registration certificate, and any other documents of identity and/or constitution of the Subscriber, and (where the Subscriber is not a natural person) of its authorized contact person for the purpose of administration in respect of the Services, as ClusterTech shall reasonably request, and shall deliver to ClusterTech true and complete copies thereof upon request.

7.2. The Subscriber will provide ClusterTech with all necessary co-operation, information, data and support which ClusterTech may reasonably require for the provision of the Services at such times as ClusterTech requests.

7.3. The Subscriber warrants and undertakes that it will not make use of the Services in any manner which may infringe any Intellectual Property Rights or any applicable laws or regulations or which is otherwise in the sole and absolute opinion of ClusterTech immoral, improper, inappropriate, or objectionable, or to copy, reproduce, distribute, publish, transmit, or otherwise deal with any unsolicited advertising or promotional material or any material which is obscene, indecent, seditious, offensive, defamatory, discriminatory, immoral, improper, inappropriate, or objectionable, or the publication or distribution of which is in breach of the confidence of ClusterTech or any third party, or as a forum for viewing, posting up of messages or information, and discussion by the public or any section thereof (whether membership or registration is required or not and whether anonymous or otherwise) or forum of a similar nature, or allow the Services to be hacked or the computer hardware and software in connection with the Services to be modified or broke-in for any purpose outside of its original intended use or be reckless or ignorant as regards thereto.

7.4. The Subscriber's right to use the Services is restricted to the Subscriber. The Subscriber shall not license or permit or purport to license or permit any third party to use the Services. If the Subscriber designates more than one permitted user of the Services within its organization, the Subscriber shall bring the provisions of the Agreement to the attention of each permitted user and shall procure that each permitted user complies with the provisions of the Agreement. The Subscriber will be responsible for the use of the Services by its permitted users and the indemnity given in Clause 12 shall extend to all such use of the Services.

7.5. Subscriber is required to provide current, accurate identification, contact, and other information as part of the registration/application process and/or continued use of ClusterTech services. Subscriber is responsible for maintaining the confidentiality of Subscriber's account password, and is responsible for all activities that occur under Subscriber's account. Subscriber agrees to immediately notify ClusterTech of any unauthorized use of Subscriber's password or account or any other breach of security. ClusterTech cannot and will not be liable for any loss or damage arising from Subscriber's failure to provide us with accurate information or to keep Subscriber's password secure.

7.6. Subscriber understands that all information, data, text, software, music, sound, photographs, graphics, video, messages, files, attachments, or other materials ("Content") are the sole responsibility of the Subscriber from which such Content originated. ClusterTech reserves the right, but does not assume the responsibility, to monitor or review any Content on ClusterTech services. Subscriber agrees that Subscriber is responsible for the conduct of all users of Subscriber's account and any Content that is created, transmitted, stored, or displayed by, from, or within Subscriber's account while using ClusterTech services and for any consequences thereof. Subscriber agrees to use ClusterTech services only for purposes that are legal, proper and in accordance with the Terms of Service and any applicable policies or guidelines. Subscriber agrees that Subscriber will not engage in any activity that interferes with or disrupts ClusterTech services or servers or networks connected to ClusterTech services.

7.7. Subscriber understands that it is subscriber's responsibility for properly configuring and using of the Services and taking Subscriber's own steps to maintain appropriate security, protection and backup of the Content.

8. Acceptable Use of the Jupyter Result Analysis and Visualization System

CPAS provides configurable computational services and its Jupyter result visualization and analysis system provides a programmable, executable computational environment to support users to access and analyze the computational services’ result. The Jupyter system supports limited data upload (e.g. user’s observation data for real simulation result accuracy verification) and data download (e.g. generated data plottings or animated figures). These supports are primarily for atmospheric simulation usages, meanwhile this cloud-computing system should be protected from abuses for other purposes, in particular, unlawful and offensive uses.

This section sets forth the principles, guidelines and requirements of the acceptable use of the Jupyter system.

8.1. Subscriber Security Obligation

Each Subscriber must use reasonable care in keeping codes or any executables that run on the CPAS’ Jupyter servers secure and non-offensive. Failure to use reasonable care to protect Subscriber’s account may result in a security compromise by outside sources. A compromised server creating network interference will result in termination of the Jupyter server so as to not directly affect other Subscribers. The Subscriber is solely responsible for any breaches of security under Subscriber’s control affecting servers. If a Subscriber intentionally creates a security breach, the cost to resolve any damage to Subscriber ’s server or other servers will be charged directly to the Subscriber.

8.2. System and Network Security

Violations of system or network security are strictly prohibited, and may result in criminal and civil liability. ClusterTech investigates all incidents involving such violations and will cooperate with law enforcement if criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:

Introduction of malicious programs into the network or server (example: viruses, worms, Trojan Horses and other executables intended to inflict harm).
Effecting security breaches or disruptions of Internet communication and/or connectivity. Security breaches include, but are not limited to, accessing data of which the Subscriber is not an intended recipient or logging into a server or account that the Subscriber is not expressly authorized to access. For purposes of this section, “disruption” includes, but is not limited to port scans, flood pings, email-bombing, packet spoofing, IP spoofing and forged routing information.
Executing any form of network activity that will intercept data not intended for the Subscriber ’s server.
Circumventing user authentication or security of any host, network or account.
Interfering with or denying service to any user other than the Subscriber ’s host (example: denial of service attack or distributed denial of service attack).
Using any program script/command, or sending messages of any kind, designed to interfere with or to disable a user’s terminal session, by any means, locally or via the Internet.
Network interference by any Subscribers that may cause or is currently causing network interference with another Subscriber.
Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
Running any process that listens on a network port unless first authorized by ClusterTech.
Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this AUP or the AUP of any other Internet Service Provider, which includes, but is not limited to, the facilitation of the means to send Unsolicited Bulk Email, initiation of pinging, flooding, mail-bombing, denial of service attacks.
Operating an account on behalf of, or in connection with, or reselling any service to, persons or firms listed in the Spamhaus Register of Known Spam Operations (ROKSO) database at www.spamhaus.org.
Unauthorized attempts by a user to gain access to any account or computer resource not belonging to that user (e.g., “cracking”).
Obtaining or attempting to obtain service by any means or device with intent to avoid payment.
Accessing or attempting to access Subscriber’s account or other ClusterTech services after Subscriber (or ClusterTech) has cancelled Subscriber ’s account.
Unauthorized access, alteration, destruction, or any attempt thereof, of any information of any ClusterTech’s Subscribers or end-users by any means or device, or any other privileged operating system commands.
Knowingly engage in any activities designed to harass, or that will cause a denial-of-service (e.g., synchronized number sequence attacks) to any other user whether on the ClusterTech’s network or on another provider’s network.
Using ClusterTech’s Services to interfere with the use of the ClusterTech’s network by other Subscribers or authorized users.

8.3. Network and Storage Resource Usage

ClusterTech’s servers and networks are carefully maintained and monitored to provide optimum performance for certain types of usage, namely, visualization and analysis of CPAS results. Subscribers are expected to operate Subscribers’ accounts in such a manner as to maintain system and network performance and stability.

Excessive Network Utilization: Subscribers using an excessive amount of bandwidth may, at ClusterTech’s discretion, be throttled or have Subscriber’s Jupyter server instance and/or account otherwise rendered unusable.
Excessive Storage I/O Workload: Processes utilizing a significant percentage of storage Input/Output (I/O) workload will, at ClusterTech’s discretion, be terminated. ClusterTech will make every attempt to notify Subscriber of this process termination and the underlying reason. However, in some instances the process may be terminated automatically without warning.
Resolution of Problems: All problems found by ClusterTech that are within the Subscriber’s control and that result in excessive network or storage I/O workload are the responsibility of the Subscriber to fix. ClusterTech may, from time to time, assist Subscriber in researching and repairing the problem; this is done as a courtesy and does not imply that ClusterTech has taken responsibility for fixing this problem. ClusterTech may, at its discretion, remove access to the services impacted until the Subscriber resolves the problem.

9. Temporary Suspension

9.1. ClusterTech may suspend Subscriber or any User's right to access or use any portion or all of the Services immediately upon notice to Subscriber if ClusterTech determines:

9.1.1. Subscriber or User's use of the Services

poses a security risk to the Services or any other ClusterTech's Subscribers;
may adversely impact the Services or the System or Content of any other ClusterTech's Subscribers; or
may subject ClusterTech, our affiliates, or any third party to liability.

9.1.2. Subscriber, or any User, is in breach of this Agreement; or
9.1.3. Subscriber has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Subscriber's assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

10. Effect of Suspension

10.1. If ClusterTech suspends Subscriber's right to access or use any portion or all of the Services:

10.1.1. Subscriber remains responsible for all fees and charges incurred through the date of suspension;
10.1.2. Subscriber remains responsible for any applicable fees and charges for any Services to which Subscriber continue to have access;
10.1.3. Subscriber will not be entitled to any service credits under the Service Level Agreements for any period of suspension; and
10.1.4. ClusterTech may erase part or all of Subscriber 's Content as a result of your suspension.

10.2. ClusterTech's right to suspend Subscriber's or any End User's right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Section 10.

11. Termination

11.1. Termination for Convenience

Subscriber and ClusterTech may terminate this Agreement for any reason by providing notice at least 14 days advance.

11.2. Termination for Cause

11.2.1. Either party may terminate this Agreement for cause upon 14 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 14 day notice period; and
11.2.2. ClusterTech may terminate this Agreement immediately upon notice to Subscriber

for cause, if any act or omission by Subscriber or any User results in a suspension described in Section 8.1;
if our relationship with a third party partner who provides software or other technology ClusterTech uses to provide the Services expires, terminates or requires ClusterTech to change the way ClusterTech provides the software or other technology as part of the Services;
if ClusterTech believes providing the Services could create a substantial economic or technical burden or material security risk for ClusterTech;
in order to comply with the law or requests of governmental entities; or
if ClusterTech determines use of the Services by Subscriber or any Users or the provision of any of the Services to Subscriber or any Users has become impractical or unfeasible for any legal or regulatory reason.

12. Effect of Termination

12.1. Generally, Upon any termination of this Agreement:

12.1.1. all Subscribers’'s rights under this Agreement immediately terminate;
12.1.2. Subscriber remains responsible for all fees and charges for the Services through the remainder of the Services Term; and
12.1.3. Sections 4, 5.1, 6, 7.6, 12 to 19 will continue to apply in accordance with their terms.

12.2. As soon as the Services are being suspended or terminated, Subscriber's right to use of Services stops right away. Subscriber may not have access to data/content that is stored on the Services after ClusterTech suspends/terminates the Services. After termination, ClusterTech has no obligation to keep a Subscriber’s data in the storage. Subscriber is responsible for backing-up the data that Subscriber uses with the Services.

Subscriber agrees to hold harmless and indemnify ClusterTech, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of ClusterTech Services, violation of this Terms of Service or any other actions connected with the use of ClusterTech Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, ClusterTech will provide Subscriber with written notice of such claim, suit or action.

13. Indemnity

14. Disclaimer of Warranties

14.1. Subscriber expressly understands and agrees that Subscriber's use of ClusterTech's Services is at Subscriber's sole risk. ClusterTech's Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by Law, ClusterTech expressly disclaims all warranties and conditions of any kind, whether expressed or implied, including, but not limited to the implied warranties and conditions or merchantability, fitness for a particular purpose and non-infringement. ClusterTech does not warrant that

14.1.1. ClusterTech Services will meet Subscriber's requirements;
14.1.2. ClusterTech Services will be uninterrupted, timely, secure or error-free;
14.1.3. the results that may be obtained from the use of ClusterTech Services will be accurate or reliable;
14.1.4. the quality of any products, services, information or other material purchased or obtained by Subscriber through ClusterTech Services will meet Subscriber's expectations; and
14.1.5. any errors in the Services/software will be corrected.

Any material downloaded or otherwise obtained through the use of the ClusterTech Services is done at Subscriber's own discretion and risk and that Subscriber will be solely responsible for any damage to Subscriber's computer system or other device or loss of data that results from the download of such material. No Advice or Information, whether oral or written, obtained by Subscriber from ClusterTech or through or from ClusterTech Services shall create any warranty not expressly stated in the Terms of Service.

15. Limitation of Liability

15.1. Subscriber expressly understands and agrees that ClusterTech shall not be liable to Subscriber for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if ClusterTech has been advised of the possibility of such damages) resulting from

15.1.1. the use or the inability to use ClusterTech's Services;
15.1.2. the cost of procurement of substitute goods and services resulting from any good, data, information or services purchased or obtained or messages received or transactions entered into through or from ClusterTech's Services;
15.1.3. unauthorized access to or alteration of Subscriber's transmissions or data;
15.1.4. statements or conduct of any third party on ClusterTech's Services; or
15.1.5. any other matter relating to ClusterTech's Services.

16. No Third Party Beneficiaries

Subscriber agrees that, except as otherwise expressly provided in this Terms of Service, there shall be no third party beneficiaries to the Terms of Services.

17. Notice

17.1. Subscriber agrees that ClusterTech may provide Subscriber with notices, including those regarding changes to the Terms of Service, by email, regular email, or posting on ClusterTech Services webpage.

17.2. Any notice, invoice or other document which may be given by either party under the Agreement will be deemed to have been duly given if left at or sent by prepaid post, facsimile transmission or electronic mail to the other party's registered office or any other address (including an electronic mail address) notified in writing in accordance with this Clause as an address to which notices, invoices and other documents may be sent.

17.3. Any such communication will be deemed to have been received by the other party on the day of delivery, three (3) days after the date of posting (if sent by prepaid post), one (1) day after the date of transmission (if sent by facsimile) and on the date on which the message is received in the recipient's electronic mailbox (if sent by electronic mail).

18. Waiver

Failure or delay by ClusterTech to enforce any of its rights under the Agreement or the giving of additional time for performance or other indulgence is not a waiver of such right unless ClusterTech acknowledges the waiver in writing, nor will any single or partial exercise of any right or remedy preclude any further exercise of the same or the exercise of any other right. No waiver of any particular breach of the provisions of the Agreement will operate as a waiver of any repetition of such breach.

19. Severability

If any provision of the Agreement which is not of a fundamental nature is found to be unenforceable or illegal, it shall be severed from the Agreement and will not affect the enforceability of the remainder of the Agreement. In this event the parties will use reasonable endeavors to agree any lawful and reasonable changes to the Agreement which may be necessary to effect as closely as possible the commercial intent of the Agreement.

20. Governing Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong). The parties submit any differences or disputes arising in connection with the Agreement to the non-exclusive jurisdiction of the courts of Hong Kong.

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