This Agreement (the “Agreement”) is entered into by and between Cloudseal and the entity agreeing to these terms (“the Customer”). This Agreement is effective as of the date you register to use our service (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not register to use our service. This Agreement governs The Customer’s access to and use of the Services.
1.1 Free accounts
Cloudseal will provide, without obligation or warranty authentication and single sign on services (“the Services”) to the customer
1.3 Premium services
Cloudseal may also offer additional premium services in addition to the standard Cloudseal authentication and single sign on service. These services will be provided in return for a fee and will apply to all accounts (including free accounts). Premium services will be clearly indicated in marketing literature.
1.4. Beta sevices
From time to time Cloudseal may invite the Customer to try, at no charge, products or services that are not generally available to customers (“Non-GA Services”). These services will be offered in addition to the core authentication and single sign on services. The Customer may accept or decline any such trial at the Customer’s sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. Cloudseal may discontinue Non-GA Services at any time in and may never make them generally available.
2. Security and Data Transfer
All facilities used to store and process Customer Data will adhere to industry security standards to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services Cloudseal may transfer store and process Customer Data in the European Union, the United States or any other country in which Cloudseal or its agents maintain facilities. By using the Services the Customer consents to this transfer, processing and storage of Customer Data.
Cloudseal may make commercially reasonable changes to the services from time to time. If Cloudseal makes a material change to the services Cloudseal will inform the Customer
4. Customer Obligations.
The Customer will use the Services in accordance with the Acceptable Use Policy. Cloudseal may make new applications features or functionality for the Services available from time to time the use of which may be contingent upon Customer’s agreement to additional terms.
4.2 Customer Administration of the Services.
The Customer may specify one or more Administrators through the administration Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. The Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. The Customer agrees that Cloudseal’s responsibilities do not extend to the internal management or administration of the Services for the Customer and that Cloudseal is merely a data-processor.
4.3 End User Consent
4.3 Unauthorized Use
The Customer will use commercially reasonable efforts to prevent unauthorized use of the Services’ and to terminate any unauthorized use. The Customer will promptly notify Cloudseal of any unauthorized use of, or access to, the Services of which it becomes aware.
4.4 Restrictions on Use
Unless Cloudseal specifically agrees in writing the Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; or (d) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws.
4.5 Third Party Requests
The Customer is responsible for responding to Third Party Requests. Cloudseal will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify the Customer of its receipt of a Third Party Request; (b) comply with the Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide the Customer with the information or tools required for the Customer to respond to the Third Party Request. The Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Cloudseal only if it cannot reasonably obtain such information.
5. Technical Support Services.
5.1 By Customer
The Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to the Customer’s or End Users’ use of the Services. The Customer will use commercially reasonable efforts to resolve support issues before escalating them to Cloudseal.
5.2 By Cloudseal
If the Customer cannot resolve a support issue consistent with the above, then the Customer may escalate the issue to Cloudseal in accordance with the support Guidelines. Cloudseal will provide support to the Customer in accordance with the support guidelines.
6.1 Of End User Accounts by Cloudseal.
If Cloudseal becomes aware of an End User’s violation of the Agreement, then Cloudseal may specifically request that the Customer Suspend the applicable End User Account. If the Customer fails to comply with Cloudseal’s request to Suspend an End User Account, then Cloudseal may do so. The duration of any Suspension by Cloudseal will be until the applicable End User has cured the breach which caused the Suspension.
6.2 Emergency Security Issues
Notwithstanding the foregoing, if there is an Emergency Security Issue, then Cloudseal may automatically suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Cloudseal suspends an End User Account for any reason without prior notice to the Customer, at the Customer’s request, Cloudseal will provide the Customer the reason for the Suspension as soon as is reasonably possible.
7. Confidential Information.
Each party will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates’ employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates’ employees and agents in violation of this Section.
Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
7.3 Required Disclosure
Each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
8. Intellectual Property Rights
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, the Customer owns all Intellectual Property Rights in Customer Data, and Cloudseal owns all Intellectual Property Rights in the Services.
The Customer agrees that Cloudseal may include the Customer’s name or brand in a list of Cloudseal customers. The Customer also agrees that Cloudseal may verbally reference the Customer as a customer of the Cloudseal products or services that are the subject of this Agreement.
10. Representations, Warranties and Disclaimers
10.1 Representations and Warranties
Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable (including applicable security breach notification law). Cloudseal warrants that it will provide the Services in accordance with the applicable SLA.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. CLOUDSEAL MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.
11.1. By the Customer
The Customer may terminate this agreement at any time by giving no less than 30 days notice to Cloudseal.
11.2 By Cloudseal
a. Free services – The Customer agrees that Cloudseal may at any time and for any reason terminate the provision of all or any portion of services which are provided for free
b. Paid for services – The Customer agrees that Cloudseal may suspend or terminate any aspect of the service by giving no less than 90 days notice
11.3 Termination for Breach
Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
11.4 Effects of Termination
If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section);
(ii) For paid accounts – Cloudseal will provide the Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Cloudseal’s then-current rates for the applicable Services;
(iii) For all accounts – after a commercially reasonable period of time, Cloudseal will delete Customer Data by removing pointers to it on Cloudseal’s active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
Note: Some customer information is protected by a mathematical algorithm known as a one way hash before it is stored by Cloudseal. Cloudseal will be unable to export plain text versions of data that has been hashed. Hashed data includes but is not limited to end user passwords
Cloudseal will refund any unused services at the customer’s request. The refund will be issued within 28 days. Cloudseal will also immediately suspend provision of the services and the provisions set out in 11.4 will take effect
13.1 By Customer
The Customer will indemnify, defend, and hold harmless Cloudseal from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) regarding the Customer (ii) that the Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding the Customer’s use of the Services in violation of the Acceptable Use Policy.
13.2 By Cloudseal
Cloudseal will indemnify, defend, and hold harmless the Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that Cloudseal’s technology used to provide the Services infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Cloudseal have any obligations or liability under this Section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by Cloudseal, and (ii) any content, information or data provided by the Customer, end users or other third parties.
14.1. Repair, Replace, or Modify.
If Cloudseal reasonably believes the Services infringe a third party’s Intellectual Property Rights, then Cloudseal will: (a) obtain the right for the Customer, at Cloudseal’s expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.
14.2 Suspension or Termination
If Cloudseal does not believe the foregoing options are commercially reasonable, then Cloudseal may suspend or terminate the Customer’s use of the impacted Services. If Cloudseal terminates the impacted Services, then Cloudseal will provide a pro-rata refund of the unearned Fees actually paid by the Customer applicable to the period following termination of such Services.
The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defence, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defence with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
15. Limitation of Liability
15.1 Limitation on Indirect Liability
NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
15.2 Limitation on Amount of Liability
NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO CLOUDSEAL HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
15.3 Exceptions to Limitations
These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or indemnification obligations.
Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
16.3 Change of Control
Upon a change of control (for example, through a share purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
16.4 Force Majeure
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
16.5 No Waiver
Failure to enforce any provision of this Agreement will not constitute a waiver.
If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
16.7 No Agency
The parties are independent contractors, and this agreement does not create an agency, partnership or joint venture.
16.8 No Third-Party Beneficiaries.
There are no third-party beneficiaries to this Agreement.
17. Governing Law
This Agreement is governed by English law, excluding that state’s choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN ENGLAND AND WALES.
Any amendment must be in writing and expressly state that it is amending this Agreement.