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Thank you for choosing KloverCloud. This document (the “Terms of Service”) describes the terms and conditions under which KloverCloud LLC. (referred to as “KloverCloud”, “we” , “us” or “our”) enables its customer (either you as an individual, or the legal entity that you represent, or for the benefit of which you are agreeing to these Terms of Service and have the full power and authority to bind contractually, as applicable; referred to as the “Subscriber” , “you” , “your” or “yours”) to access and use our platform-as-a-service and other cloud technology solutions and the associated services made available by KloverCloud (each a “Cloud Service”). The Cloud Services may be accessed by the Subscriber directly, or by its employees or other authorized users acting on its behalf (each a “User”).
PLEASE READ THIS DOCUMENT CAREFULLY. THESE TERMS OF SERVICE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN THE CUSTOMER AND KLOVERCLOUD; AND CONTAIN IMPORTANT INFORMATION REGARDING THE DURATION OF THE SERVICES, OUR RIGHTS TO CHANGE THESE TERMS OF SERVICE, LIMITATIONS OF OUR LIABILITY, WARRANTY DISCLAIMERS, TERMS REGARDING THE CUSTOMER AND ITS USERS’ PRIVACY RIGHTS, AS WELL AS TIME LIMITATIONS FOR SUBMITTING LEGAL CLAIMS. THE CUSTOMER’S (INCLUDING ITS USERS’) USE OF OUR SERVICES WILL MEAN THAT THE CUSTOMER HAS ACCEPTED THE TERMS AND CONDITIONS DESCRIBED BELOW.
These Terms of Service apply to the provision of all KloverCloud Cloud Services to the Subscriber and its Users. Please note that additional terms may apply with respect to some Cloud Services. Such additional terms are identified below as addendum to these Terms of Service and, to the extent applicable, supplement and form an integral part of these Terms of Service. If any other KloverCloud terms and conditions apply to our provision of any Cloud Service, such additional terms will be provided to the Subscriber at the time of its subscription to the relevant Cloud Service in the form of a Cloud Service Supplement to these Terms of Service. In the event of any inconsistency or conflict between the documents mentioned above, the following order of priority will apply, unless expressly stated otherwise in the relevant document: (i) these Terms of Service; (ii) the terms of an addendum to these Terms of Service, and (iii) the terms of a Cloud Service Supplement.
a. Subscription models. The Subscriber may procure a Cloud Service by purchasing a subscription or month-to-month payment through an authorized sales channel. Subscription to certain Cloud Services may require a minimum subscription commitment period. Where applicable, this requirement will be shared with you at the time of your subscription. Certain sales channels may have additional terms and conditions applicable to the purchase of our Cloud Services, which will apply in addition to, and not in replacement of, these Terms of Service. You are responsible for ensuring that you understand such additional terms and conditions before subscribing to any Cloud Service. In instances where KloverCloud acts as the sales channel for your procurement of a Cloud Service, these Terms of Service will apply.
b. Trial subscriptions. We may, from time to time, offer trial subscriptions to some of our Cloud Services. Please note that certain features may be limited or not be available as part of trial subscriptions. The duration of such trial may vary from one Cloud Service to another. If the Subscriber subscribes for a trial, we will make available the relevant Cloud Service to the Subscriber on a trial basis, free of charge, unless otherwise agreed to in writing between us. The trial subscription will end upon the expiration of the trial period, unless the Subscriber will have purchased a paid subscription to such Cloud Service before then. The trial subscription may terminate sooner, in accordance with these Terms of Service. Additional terms and conditions may apply with respect to specific Cloud Services. If applicable, these additional terms will be disclosed to the Subscriber prior to the trial subscription, and will apply in addition to, and not in replacement of, these Terms of Service. Unless the Subscriber purchases a paid subscription, any and all Subscriber Data (as defined below) collected and stored as part of the trial will be deleted following the expiration of the trial period.
a. Subscriber account. Upon subscription to a Cloud Service, the Subscriber may be invited to create an account for the Subscriber and/or its Users (the “Subscriber Account”). The Subscriber must protect the Subscriber Account with a complex, secure password, and keep its login information confidential. The Subscriber is fully responsible for its and its Users’ access and use of the Subscriber Account, and any Subscriber Data accessible through it. Unless expressly permitted otherwise by KloverCloud in writing, the Subscriber may not create shared Subscriber Accounts so that multiple Users or other individuals would have access to one single Subscriber Account. The Subscriber Account is part of the Cloud Services it is associated with.
b. Permitted use. The Subscriber may only access and use each Cloud Service (including any software provided as part of it) for its internal purposes, and not for distribution or resale. The Subscriber may solely access and use such Cloud Service in the territory where such Cloud Service was made available to it, as described in the relevant purchase order. The Subscriber may not access or use the Cloud Service to create products that could be considered competitive with KloverCloud Cloud Services. The Subscriber may not (and shall not encourage, assist or permit any other person to) modify, decompile, reverse engineer or otherwise tamper with any Cloud Service, in whole or in part (including without limitation any software provided as part of it, as well as any underlying technologies, systems, networks and services provided in relation to our Cloud Services), or create any derivative works therefrom or thereof. Except as expressly allowed herein, the Subscriber may not copy, sell, distribute, license or sub-license any Cloud Service in whole or in part (including without limitation any software provided in association therewith). For avoidance of doubt, the foregoing does not restrict the Subscriber to designate any individual as a User and permit such User to access and use the Cloud Services for or on behalf of the Subscriber or any of the Subscriber’s Affiliates. For the purpose of this document, the term “Affiliate” shall mean any entity that owns or controls, is owned or controlled by, or is under common ownership or control with the Subscriber. We reserve the right to limit or suspend Subscriber’s (and/or any User’s) access or use of the Cloud Services, in whole or in part, if we have reasonable grounds to believe that Subscriber (or any of its Users) violates these Terms of Services or accesses or uses our Cloud Services in a manner that is unlawful, fraudulent, abusive, or that otherwise violates the applicable laws, including without limitation those pertaining to the privacy and property rights (including without limitation intellectual property rights) of others. The Subscriber understands that by doing so, we will not be liable to the Subscriber or any other person for any inconvenience, losses or damages whatsoever.
c. Subscriber promises. By accessing and using the Cloud Services, the Subscriber guarantees to KloverCloud that: (i) it possesses all necessary permissions and authorizations to access and use the Cloud Services in a manner described in these Terms of Service; (ii) it has taken and will take such steps as may be necessary to ensure that its access and use of the Cloud Services complies with the applicable laws and regulations; and (iii) it does not and will not use the Cloud Services for any purpose that is illegal, unlawful, fraudulent or contrary to these Terms of Service, and it will fully cooperate with us to investigate any suspected or actual illegal, unlawful, fraudulent or improper activity related to the Cloud Services. The Subscriber further understands and agrees that the Subscriber is fully liable for its Users’ access and use of the Cloud Services and their compliance with these Terms of Service, as well as for all of their actions and omissions, as if they were actions or omissions of the Subscriber directly
d. Support. Support services in relation to each Cloud Service will be provided to the Subscriber directly by the authorized sales channel through which the Subscriber procured such Cloud Service and may be subject to additional terms and conditions imposed by such sales channel.
e. Service availability. We work hard to maximize the availability of our Cloud Services. Please refer to the Cloud Services Service Level Addendum to these Terms of Service for our Cloud Services availability commitments. The current version of the Service Level Addendum is available at klovercloud.com/terms.
f. Third-party services. Our Cloud Services may enable the Subscriber to access and use third-party software and/or services through integration of such third-party offerings with our Cloud Services (“Third-Party Services”). The Subscriber acknowledges that integrations and accesses to such Third-Party Services in association with our Cloud Services are made available to the Subscriber for convenience only. KloverCloud does not endorse any such Third-Party Services, nor does KloverCloud make any representations or provide any warranties whatsoever with respect to any such Third-Party Services. Third-Party Services are not part of Cloud Services. Third-Party Services are provided to the Subscriber in accordance with their respective terms and conditions, and the Subscriber alone is responsible for ensuring that it procures appropriate rights to access and use any such Third-Party Services in association with the Cloud Services and complies with the terms and conditions applicable to their use. For clarity, third-party login authentication services that may be used by the Subscriber or its Users to log in to the Subscriber Account are considered Third-Party Services.
g. Scope changes. As the technology world continues to evolve, we may need to adapt the scope of our Cloud Services to provide our customers with our newest features and security protections, as well as to comply with the applicable legal framework. This may include, from time to time, discontinuing features that are of little or no relevance to most of our customers. While we may make these changes without advance notice to our customers, we promise not to materially decrease any key features of the Cloud Services without first advising you in writing.
a. Grant of licenses. To the extent KloverCloud provides Subscriber with any software as part of a Cloud Service, KloverCloud hereby grants Subscriber a limited, nonexclusive, non-transferrable, non-assignable royalty-free license to download, install, access and use such software, only in the form made available by KloverCloud, up to the maximum number of instances or installations specified in the purchase order, in the territory specified in the purchase order, for the subscription term specified in the purchase order, for use in accordance with the applicable documentation.
b. Subscriber property rights. The Subscriber is and will remain the sole owner of all rights (including without limitation all intellectual property rights), titles and interest in and to all information, materials and other data uploaded by the Subscriber or any of its Users to the Cloud Services or generated for the Subscriber by our Cloud Services during the term of these Terms of Service (“Subscriber Data”). Subscriber Data includes, but is not limited to, any personal data pertaining to the Subscriber or its Users and other materials and content uploaded to and stored by the Subscriber or its Users in the Subscriber Account associated with the Cloud Services.
c. KloverCloud property rights. Our Cloud Services and all software are protected by law, including all associated intellectual property rights (such as patents, copyrights, service marks, trademarks, trade secrets, moral rights and other intellectual property rights) in the United States, Bangladesh and other countries. KloverCloud, together with its licensors and partners (as applicable), is and will remain the sole owner of all rights, titles and interest in and to all trademarks, service marks, software, hardware and any other technology and/or property provided or otherwise made available by or on behalf of KloverCloud in relation to the Cloud Services, including all modifications and derivative works, as well as the associated goodwill, regardless of any use of the words ‘purchase’, ‘sale’ or the like in these Terms of Service, our websites or any documentation. KloverCloud will also exclusively own all rights, titles and interest in and to any information and usage data (other than the Subscriber Data) collected or generated from the Subscriber’s access and use of our Cloud Services or any software provided by us. For clarity, such usage does not include any personal data of the Subscriber or its Users, all of which is Subscriber Data. The Subscriber acknowledges that we may collect and use such usage data to provide support services to the Subscriber, as well as to access and improve the performance and the quality of our Cloud Services.
d. Trademarks. The trademarks used in these Terms of Services and their respective logos are trademarks or registered trademarks of KloverCloud LLC. or its affiliates in the United States, Bangladesh and other countries.
a. Term. The Subscriber will be bound by these Terms of Service immediately upon its subscription to any Cloud Service (whether through purchase of a package or subscription or on a trial basis), and, subject to section 5.b below, will remain in full force and effect until the expiration of the term of all subscriptions to Cloud Services held by the Subscriber, regardless of the sales channel through which the Subscriber procured such Cloud Service.
b. Termination. These Terms of Service will be terminated upon the occurrence of any of the following events: (i) if the Subscriber terminates these Terms of Service by providing KloverCloud with a written notice to that regard; (ii) KloverCloud terminates these Terms of Service by providing the Subscriber with a written notice to that regard if: (a) the Subscriber (or any of its Users) is in breach of any of the terms of these Terms of Service or any license for third-party software, (b) the Subscriber’s use of the Cloud Services is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Cloud Services, KloverCloud’s network or systems, (c) KloverCloud receives an order from a court or a regulatory authority to cease the provision of the Cloud Services to the Subscriber or the relevant Cloud Services in the territory where such Cloud Service was made available to the Subscriber or in general, or (d) KloverCloud discontinues the relevant Cloud Services in the territory where such Cloud Service was made available to the Subscriber, or in general (provided that in such case we will not terminate your access to such Cloud Service until the later of the expiration of your then-current subscription term or (6) months following issuance of our notice advising you of such discontinuation); or (iii) as otherwise provided in these Terms of Service.
c. Effect of termination. Upon termination of these Terms of Service: (i) KloverCloud will immediately stop providing all Cloud Services to the Subscriber (including its Users), (ii) all software licenses provided by KloverCloud to the Subscriber as part of the Cloud Services, if any, will immediately terminate, and the Subscriber must uninstall such software from all of its devices, and destroy all copies thereof. However, the Subscriber may make a reasonable number of copies of the software for general archiving and compliance purposes. We may request a certificate signed by an authorized representative of the Subscriber confirming the Subscriber’s compliance with the provisions of this section 5.c.
a. Confidential information. As part of the Cloud Services, both the Subscriber and KloverCloud may obtain certain non-public information relating to other party’s business and products, such as, but not limited to, codes, technology, know-how, algorithms, testing procedures, structure, interfaces, specifications documentation, pricing information, bugs, problem reports, analysis and performance information, and other technical, business, operational and product-related data (“Confidential Information”). Each party agrees to hold such Confidential Information in confidence, and not disclose it to anyone or use it for any purpose other than the use (in the case of the Subscriber) or the provision (in the case of KloverCloud) of the Cloud Services under these Terms of Service. It is understood that KloverCloud may disclose the Subscriber’s Confidential Information to its affiliated companies, contractors, partners and licensors (including their respective directors, officers, contractors, employees, agents and representatives) on a need-to-know basis, in order to be able to provide the Cloud Services to the Subscriber.
c. Data security. We have put in place and will maintain throughout your subscription to the Cloud Services administrative, physical, and technical measures for the protection of the security, confidentiality and integrity of the Subscriber Data. Those measures include safeguards for preventing access, use, modification or disclosure of the Subscriber Data by our personnel except if necessary, to provide you with the Cloud Services and any related services (such as support), to prevent or resolve service or technical problems, if required by law, or if otherwise agreed to in writing by the Subscriber.
b. Compliance with laws. The Subscriber warrants that its access and use of our Cloud Services (including, where applicable, access and use of any software and/or hardware provided hereunder) will be in compliance with all applicable laws, rules and regulations, including privacy, intellectual property, exports and imports laws and regulations in the United States, Bangladesh and in other countries. The Subscriber may access and use our Cloud Services (and access and use any software provided in association with them), only in the territory in which we made available the Cloud Services for purchase by the Subscriber through the authorized sales channel. The Subscriber is prohibited from downloading, accessing and/or using any Cloud Service, in whole or in part, in any territory that is under an embargo by the United States or Bangladesh. In all cases, the Subscriber is responsible for determining if and how the Subscriber needs to comply with the applicable laws, rules or regulations, and if the Subscriber needs to obtain any permits for that before the Subscriber (including any of its Users) access or use any Cloud Service (or access or use any accompanying software, if applicable).
c. Disclaimer of other warranties. Except for the warranties described in section 7.a above, to the maximum extent permitted by law, KloverCloud makes no representations and gives no warranties with regards to the Cloud Services, including without limitation with regards to their performance, availability, coverage, uninterrupted availability, security, pricing or operation, or that of any software, hardware, services, connections, networks or Third-Party Services used or provided in association with our Cloud Services. All Cloud Services (including any software and hardware provided in association with them) are provided “as is” and “as available”, without any representations or warranties whatsoever, including, without limitation, warranties of title, security, non-infringement, merchantability, quality, availability or fitness for a particular purpose.
d. Indemnification by the Subscriber. The Subscriber agrees to defend KloverCloud against or settle any Claims against KloverCloud brought by third party alleging that Subscriber Data infringes or misappropriates such third party’s privacy or property rights (including without limitation intellectual property rights), or otherwise violates any applicable laws or regulations, and Subscriber agrees to indemnify and hold harmless KloverCloud from any damages, attorney fees and legal costs awarded against KloverCloud, or the amounts payable by KloverCloud under a settlement approved by the Subscriber in writing, as a result of such Claim against KloverCloud, provided that KloverCloud promptly gives the Subscriber a written notice of such Claim, gives the Subscriber sole control of the defense or settlement of the Claim (provided that KloverCloud shall first approve any settlement in writing, which approval must not be unreasonably withheld), and provides the Subscriber with all reasonable assistance at the Subscriber’s expense.
e. Limitation of liability. Except for the parties’ respective confidentiality and indemnity obligations under these Terms of Services, to the maximum extent permitted under the applicable laws, neither party shall be liable to the other party for any special, exemplary, indirect, incidental, consequential or punitive damages, regardless of the theory of action. KloverCloud will not be liable for any loss or corruption of the Subscriber Data, or for any costs or expenses associated with backing up or restoring any of such Subscriber Data. To the maximum extent permitted under the applicable laws, KloverCloud’s total aggregate liability for all past, current and future Claims by the Subscriber (including any of its Users) under these terms of service or in association with the Cloud Services provided hereunder shall be limited to the amounts paid by the Subscriber to KloverCloud for the Cloud Services during the six (6) months immediately preceding the occurrence of the event giving rise to such Claim.
a. Online Billing. (i) Pay-as-you-go plan: At the end of the applicable Fee Accrual Period or as otherwise stated by KloverCloud in the Admin Console, KloverCloud will issue an electronic bill to Customer for all charges based on Customer's use of the Services during the applicable Fee Accrual Period. Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, KloverCloud will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. (ii) Other Plans: For any other plans except pay-as-you-go, Customer will pay the amount specified during purchasing the package upfront. KloverCloud will issue an electronic bill to Customer for upcoming month/span of packages, which Customer will pay within 15 days from the start of next billing cycle. If Customer fails to pay within that time-period, then based on 8.d section, KloverCloud may suspend that customer account. If Customer elects to pay by invoice (and KloverCloud agrees), all Fees are due as stated in the invoice. Customer's obligation to pay all Fees is non-cancellable. KloverCloud's measurement of Customer's use of the Services is final. KloverCloud has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by KloverCloud.
b. Taxes. (i) Customer is responsible for any Taxes, and Customer will pay KloverCloud for the Services without any reduction for Taxes. If KloverCloud is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to KloverCloud in addition to the Fees, unless Customer provides KloverCloud with a timely and valid tax exemption certificate. (ii) If required under applicable law, Customer will provide KloverCloud with applicable tax identification information that KloverCloud may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse KloverCloud for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer
c. Invoice Disputes & Refunds. Any invoice disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to KloverCloud, KloverCloud will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, KloverCloud will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after the invoice date. Refunds (if any) are at KloverCloud's discretion and will only be in the form of credit for the Services. Nothing in this Agreement obligates KloverCloud to extend credit to any party.
d. Delinquent Payments & Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by KloverCloud in collecting such delinquent amounts. If Customer is late on payment for the Services, KloverCloud may Suspend the Services or terminate the Agreement for breach under Section 5.b.ii (Termination for Breach of terms).
e. No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for KloverCloud to provide a purchase order number on KloverCloud's invoice (or otherwise).
a. Contact information. If you wish to contact us for matters related to these Terms of Service, please write us at: firstname.lastname@example.org. If we need to contact the Subscriber for matters related to these Terms of Service, we will use the contact information that you will have provided to us as part of your subscription to the Cloud Services. Please ensure to promptly advise us of any changes to your contact information. All notices will be deemed delivered on the date shown on the postal receipt, or on the courier, facsimile or electronic mail confirmation of delivery.
b. Force majeure. The Subscriber hereby acknowledges that circumstances outside of our reasonable control (such as, without limitation, internet or power outages, fires, floods, vandalism, sabotage, large scale outbreaks of computer virus, malware or other malicious code, strikes, riots, wars or other military action, civil disorder, acts of terrorism, acts of third parties, or the like) may cause delays in our ability to perform Cloud Services. As such, the Subscriber hereby acknowledges and agrees that KloverCloud shall have no liability whatsoever to the Subscriber (including its Users) or any third party for any direct or indirect damages whatsoever, resulting from such delays or any incapacity to perform the Cloud Services in a timely manner.
c. Waiver. The failure by KloverCloud to fully enforce any of its rights under these Terms of Service shall not affect the right to require such performance at any time thereafter; nor shall any failure or delay to enforce any right or privilege by KloverCloud under these Terms of Service be interpreted as a waiver of such right or privilege by KloverCloud.
d. Severability If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law. Nonetheless, such provision shall continue to apply in full force and effect in all other jurisdictions, as the case may be. Moreover, the remaining provisions of these Terms of Service shall remain in full force and effect.
e. Modifications to these Terms of Service. We reserve the right to make changes to these Terms of Service (including any ancillary document, such as any addendum or supplement hereto) at any time by (a) posting a revised version of such terms on our website, or by (b) sending information regarding any such amendment to the email address provided to us by the Subscriber in connection with the Cloud Services (as the case may be). The revised Terms of Service or any such ancillary document will become effective and apply to the Subscriber within thirty (30) days from the Subscriber’s receipt of the updated document or from the date of its publication on the website, whichever occurs first.
f. Transfer of these Terms of Service. Neither party may assign or otherwise transfer these Terms of Service or any of its rights or obligations hereunder to any person or entity, in whole or in part, without the other party’s prior written consent. Any attempted assignment or transfer by the Subscriber in violation of this requirement will automatically terminate these Terms of Services and any of the rights or privileges granted to the Subscriber hereunder.
g. Applicable law and dispute resolution process. The parties hereby agree that the Governing Laws, with the exception of any conflict of laws principles, will apply to interpret these Terms of Service, as well as to resolve any disputes related to them or any Cloud Services provided hereunder. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any Claim. All such disputes must be brought exclusively before the courts based in the Forum. However, the foregoing does not prohibit either party from seeking injunctive or other equitable relief in any other jurisdiction in case of any violation, breach or infringement of its rights related to intellectual property or confidentiality in such jurisdiction.
h. U.S. government users. If the Subscriber is an entity of the U.S. Government, or if these Terms of Service otherwise become subject to the Federal Acquisition Regulations (FAR), the Defense Federal Acquisition Regulations (DFARS) or similar regulatory regimes, the Subscriber acknowledges that our Cloud Services and any software and documentation provided in association with them are “commercial items” in accordance with the applicable regulations.
i. Entire agreement: These Terms of Service, together with all applicable addendum and Cloud Services Supplements hereto, if any, constitute the entire agreement between the Subscriber and KloverCloud with regards to the subject matter hereof and supersede any other prior and contemporaneous communications and agreements between them.
These Terms of Service have been last updated on November 27, 2020. The latest version of these Terms of Service may be found at klovercloud.com/terms.