Terms Of Service
CLOUDLOCK TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE (THE “TERMS”) CAREFULLY. IF YOU ELECTRONICALLY ACCEPT THESE TERMS, EXECUTE AND DELIVER THESE TERMS, OR OTHERWISE USE THE CLOUDLOCK SERVICES OR SOFTWARE (COLLECTIVELY, THE “SERVICE”), YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (THE “AGREEMENT”) AS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CLOUDLOCK, INC. (“CLOUDLOCK”). IF YOU DO NOT ACCEPT THE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICE. If you are entering this Agreement as an employee or representative of your employer, the term “you” includes your employer and any other party on whose behalf you act. If your organization has entered into a separate purchase agreement with CloudLock, then that agreement supersedes these Terms of Service to the extent that they conflict.
1. Provision of Service. This Agreement governs your use of CloudLock’s website and CloudLock’s provision of its SaaS IT management suite of tools (the “Service”) to you. Your use of the website and Service are at all times subject to these Terms of Service and your payment in full of any applicable fees.
2. Software License. Subject to the terms of this Agreement, CloudLock grants you a non-exclusive, revocable, non-transferable license to use the Service and any upgrades and updates made available by CloudLock from time to time, solely during the Term (as defined herein). CloudLock also grants you a non-exclusive, revocable, non-transferable license to use the accompanying documentation (“Documentation”) during the Term in connection with your use of the Service. You acquire no right, title, or interest to the Service, the underlying software, or the Documentation except the limited license described in this paragraph. If you are using the free version of the Service, CloudLock reserves the right to modify the Service and its availability at any time.
3. Your Systems. The Service provides information about, and helps you manage, the data in your Google Apps domain (your “Google Domain”). By entering into this Agreement, you agree to provide and allow CloudLock access to your Google Domain via the Internet for the purposes of providing the Service to you, and you represent and warrant that you have the right to grant this access to CloudLock. You are solely responsible for the set-up, maintenance, and security of your Google Domain.
4. Software Upgrades. In order for you to use the Service, any updates and upgrades that CloudLock makes available must be installed on your Google Domain. By subscribing to the Service, you agree that CloudLock may automatically install any updates and upgrades on your Google Domain via remote installation. If you disable the automatic updating function or otherwise fail to install and implement any update or upgrade within a reasonable time after release by CloudLock, your right to use the Service may be immediately revoked at CloudLock’s sole discretion.
5. Your Data; CloudLock Confidentiality Obligation. In providing the Service to you, CloudLock will analyze, map and collect meta-data only relating to the data stored on your Google Domain, and the manner in which data is stored and used on your Google Domain (“Customer Meta-Data”). Except as provided in Section 6 of these Terms, CloudLock does not analyze or collect any information held within the files stored on your Google Domain, and such information does not constitute Customer Meta-Data for the purposes of this Agreement. You agree that CloudLock may collect, store and modify Customer Meta-Data for the purposes of delivering the Service to you. You represent and warrant that, to the extent required, you have obtained all necessary rights and licenses to the data stored on your Google Domain for use as contemplated by these Terms and that CloudLock’s use of such data stored on Customer Systems as set forth herein will not violate any third party rights, including intellectual property and privacy rights You acknowledge that, in relation to the EU Data Protection Directive (also known as Directive 95/46/EC), CloudLock acts as a processor of data (“data processor”). CloudLock will keep the Customer Meta-Data confidential, will store it exclusively on Google App Engine, will use it only to deliver the Service to you, will and not disclose it to any third party except CloudLock employees and contractors who have entered into binding agreements with CloudLock that contain non-disclosure obligations equivalent to those set forth in this Agreement. CloudLock may anonymously aggregate non-identifiable Customer Meta-Data with non-identifiable anonymous meta-data from other CloudLock customers and third parties to create anonymous aggregated meta-data that does not identify any individual customer or the metrics or information pertaining to any individual customer or its domain (“Aggregated Meta-Data”). CloudLock will own all rights to Aggregated Meta-Data, and has the irrevocable right to maintain, store, use and disclose Aggregated Meta-Data.
6. Compliance Scan. If you use CloudLock’s Compliance Scan functionality (the “Compliance Services”), you acknowledge and agree that: (i) CloudLock will perform an automated scan of the contents of files stored on your Google Domain (the “Customer Content”); (ii) CloudLock will not store or retain any Customer Content in its own Google Domain, except to the extent that it constitutes Customer Meta-Data; (iii) you may use the Compliance Services solely for your internal business purposes and in compliance with applicable laws and regulations, including without limitation laws and regulations applying to privacy and personal information; (iv) you are solely responsible for ensuring that only appropriate personnel have access to the Compliance Services and that such personnel have been trained in proper use of the Compliance Services; and (v) CloudLock does not guarantee absolute accuracy of the Compliance Services.
7. Restrictions. You may NOT: (i) provide access to the Service to third parties, or use the Service for the benefit of third parties; (ii) copy or modify all or any part of the Documentation or distribute it to third parties; (iii) unless otherwise permitted by applicable local law, decompile, decrypt, disassemble, reverse engineer or otherwise discover the source code for the software underlying the Service (the “Software”), or attempt to disable or defeat any locking mechanism within the Software or the Service; (v) modify the Software or Service, incorporate the Software or Service in whole or in part in any other product or create derivative works based on all or any part of the Software or Service; (vi) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Service; or (vii) export the Software or Service or use the Software or Service in any country other than that in which it was obtained. You acknowledge that the Software and Service are subject to United States export laws and regulations and you shall comply with all such laws and regulations in your use of the Software and Service.
8. Ownership, Non-Disclosure. CloudLock owns and will retain all right, title and interest, including without limitation all copyright, trademark, trade secret, patent and other proprietary rights, in and to the Service, Software, Documentation, Evaluation Data and Aggregated Data (the “Proprietary Materials”). You shall keep confidential and not disclose, sell, lease, transfer, sublicense, dispose of, or otherwise make available the Proprietary Materials or any portion thereof, in source or object code, to any third party other than your employees who need access to the Proprietary Materials in order to use the Service and exercise your license rights granted herein. You agree that dissemination of the Proprietary Materials in breach of this Agreement would cause irreparable harm to CloudLock for which monetary compensation alone would be inadequate, and CloudLock is entitled to seek injunctive relief prohibiting any such dissemination, in addition to monetary damages and all other remedies available at law or in equity. This Agreement is NOT a sale of the Proprietary Materials or any copy of them. You obtain only such rights as are expressly provided in this Agreement.
9. User Name and Password. You will need an individual user name and password to use the Service. You must safeguard your user name and password and keep them confidential, and you will be responsible for any use of the Service by means of your user name and password.
10. Entry by User. Certain areas of our website and the Service require User entry of certain personal or configuration information. CloudLock requires that the actual User input such information and that such information be accurate and current.
12. Feedback. Upon request by CloudLock, you agree to provide CloudLock with reasonable information about your use and evaluation of the Service, including, without limitation, any errors, logs, usage statistics or problems in the Service and any information reasonably necessary for CloudLock to evaluate such errors or problems, test results and performance data, information relating to the compliance of the Service with documentation, specifications or functionality and comparison with other software or products (collectively, “Evaluation Data”). Without limiting the foregoing, you irrevocably consent to CloudLock’s collection of Evaluation Data and any other information and data relating to your use of the Service, by various means (including without limitation through the Service and through any direct communications between you and CloudLock), without any further notice to, or consent of, you.
13. Term; Enforcement of Terms; Termination. This Agreement takes effect when you first subscribe for the Service or otherwise begin using the Service, and continues until terminated as set forth in this Agreement (the “Term”). If you fail to fulfill any of your material obligations under this Agreement, CloudLock and/or its licensors may pursue all available legal remedies to enforce this Agreement, and CloudLock may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you hereunder. You agree that CloudLock’s licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. This License is effective until terminated. This License will terminate immediately without notice from CloudLock if you fail to comply with any of its provisions. Upon termination you must destroy and uninstall the Software and all copies thereof, and you may terminate this License at any time by doing so.
14. U. S. Government Users. Pursuant to the policy stated at 48 CFR 227.7202-1, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by CloudLock for licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government, except to the extent which such licenses are inconsistent with Federal procurement law. Contractor/manufacturer is CloudLock, Inc. of 203 Crescent Street, Suite 107, Waltham, MA 02453, USA.
15. Support for Non-Paying Customers. CloudLock may, in its discretion, provide you with reasonable assistance with installation of the Software through its email help address at email@example.com. Except for any such assistance, the Service does not include any implementation, helpdesk, support or maintenance services with respect to the Software, nor to any bug fixes, error corrections, updates, upgrades or new versions of the Software (collectively, “Support Services”). The assistance provided by CloudLock is not bound to any SLAs or SLOs.
16. Limited Warranty and Disclaimer. CloudLock warrants that, during the period that you have paid applicable fees and remain in compliance with this Agreement, the Service will operate in substantial conformance with the documentation provided by CloudLock. CloudLock’s sole responsibility and your sole remedy for any failure of the Service to conform to this warranty shall be CloudLock’s commercially reasonable efforts to remedy any error in the Service so as to conform to the warranty within a reasonable time after you notify CloudLock of the error, or, in the event that CloudLock is unable to remedy the error, CloudLock shall refund to you the fees paid by you, if any, with respect to the period during which the Service failed to operate in accordance with the limited warranty. Neither CloudLock nor its licensors make any warranties with respect to third party software included in the Software. EXCEPT FOR THE FOREGOING WARRANTY, CLOUDLOCK PROVIDES THE SERVICE AND SOFTWARE TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY CLOUDLOCK EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SERVICE OR SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. CLOUDLOCK’S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE. IN NO EVENT SHALL CLOUDLOCK BE LIABLE FOR ANY BREACH OF THIS AGREEMENT TO THE EXTENT SUCH BREACH IS OUTSIDE ITS REASONABLE CONTROL.
17. PUBLICITY. Either party may use the other party’s name and/or logo (the “Marks”) on its website, customer or vendor list (as applicable) or other marketing materials to refer to the relationship between the parties pursuant to this Agreement. All such use shall be in accordance with the usage policies and guidelines of the party owning the Marks and provided in writing to the other party. If the owner of the Marks objects to any such use or wishes to revoke its permission to use its Marks hereunder, the other party shall cease any such use promptly after receiving notification. Neither party’s use of the other party’s Marks implies or confers any endorsement by either party.
18. Limitation of Liability. IN NO EVENT SHALL CLOUDLOCK OR ITS LICENSORS OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT CLOUDLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CLOUDLOCK’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE FEES YOU HAVE PAID FOR THE SERVICE PROVIDED UNDER THIS AGREEMENT.
THE CONSIDERATION TO BE RECEIVED BY CLOUDLOCK HEREUNDER DOES NOT INCLUDE COMPENSATION FOR ASSUMING OR INSURING ANY OF THE RISKS AND LIABILITIES DISCLAIMED BY CLOUDLOCK. THE LIMITATIONS AND DISCLAIMERS PROVIDED IN THIS SECTION ARE INTENDED TO PREVAIL OVER ANY PROVISION HEREIN TO THE CONTRARY.
19. PAYMENT. Customer will pay CloudLock according to the fee schedule set in each Schedule of Services. If Customer’s usage significantly exceeds “normal usage,” defined as (a) an average of 500 files per user in the domain and (b) maximum of 5 policies per primary domain, then CloudLock reserves the right to reasonably increase fees after a good faith negotiation with Customer.
20. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You and CloudLock agree that the federal and state courts located in Suffolk County, Massachusetts, shall have exclusive jurisdiction over any disputes arising in connection with the Service or this Agreement, and each party hereby submits to jurisdiction and venue of such courts.
21. Complete Agreement. Except as expressly provided herein, this Agreement constitutes the entire agreement between you and CloudLock in relation to the Service, and supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and CloudLock relating to the Service and Software, and may only be modified in writing signed by you and CloudLock. You may not assign this Agreement or any right or license hereunder without the prior written consent of CloudLock. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, the remaining terms shall survive and be enforced to the maximum extent permissible by law. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.