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Copyright © Cloudivize Technologies LTD. 2020. All Rights Reserved

CLOUDIVIZE TECHNOLOGIES LTD.

TERMS OF USE

Please read this Agreement carefully before using this Service.

This agreement is between Cloudivize Technologies Ltd. (“Cloudivize”), and the entity or individual agreeing to these terms (“Customer”).

1. THE TERMS; ACCEPTANCE
  • These Terms are a legal agreement between you, a Customer using the Services (defined below) and Cloudivize (the “Agreement”). Customer is deemed to accept these terms (directly or by your representative) upon clicking or tapping an acceptance button or checking an acceptance box online, or similar act of acceptance (“Acceptance”). If Acceptance is made by Customer’s representative, Customer hereby consents and warrants that such Acceptance is made on behalf of Customer’s entire organization, and that Customer’s representative is authorized to do so.
  • The purchase and use of the Services is subject to these Terms. As of Acceptance Customer, no terms or conditions, representations or warranties other than those set forth herein (as may be amended from time to time), shall be binding on Cloudivize.
2. SOFTWARE-AS-A-SERVICE
  • This Agreement provides Customer access and usage of proprietary software as a service in accordance with and subject to a specified plan as further outlined at: www.cloudivize.com (the “Plan”). The Plan that Customer will subscribe for in scope of the Acceptance process shall be referred to herein as the “Subscription Plan”.
  • Cloudivize will provide this functionality by means of Cloudivize Website and Application through a hosted server environment, or other Cloudivize approved interface under the terms below (the “Service(s)”) solely for Customer’s internal use, with accordance to Customer’s ordinary business operations.
3. USE OF SERVICE
  • Access and Use. During the term of this Agreement and subject to the terms set forth in this Agreement, Customer hereby (i) authorizes and grants Cloudivize a permission to connect to Customer’s Amazon Web Services account (“AWS” or the “Account”); (ii) retrieve and collect Customer Data (defined below) that will allow Cloudivize to efficiently operate and provide Customer with the Services under and subject to the settings and specifications of the Subscription Plan selected by the Customer. For the purpose of this Agreement, the term “Customer Data” means: Customer’s various usage information on Customer’s backend, including meta-data about Customer’s AWS Account.
  • Consent for use of Customer Data.
    • Customer hereby expressly acknowledges and agrees that Cloudivize may collect, store and retrieve information, pertaining to demographics, behavior, devices, and other meta-data, some of which may be shared with third parties. Customer hereby confirms having read and fully understood Cloudivize’s privacy policy as published and updated at PRIVACY POLICY & LEGAL which forms an integral part of this Agreement.
    • Notwithstanding the foregoing, it is hereby clarified that in the event that Customer utilize the ‘Support’ feature embedded in the Application (or through the Website), the use of such feature may trigger an automatic ‘data-snapshotting’ of the AWS Account assets, which may contain data that is considered a Customer Data. Said data-snapshotting shall be sent and stored, encrypted, at Cloudivize’s servers for analysis and correction purposes only.
  • Customer Owned Data. All Customer Data collected by Cloudivize, is and shall remain the sole property of Customer. Customer hereby grants Cloudivize the right to use and store the Customer Data solely for purposes of Cloudivize performing the Services under this agreement, for statistics purposes and for improving the Services. Customer hereby warrants to Cloudivize that it owns the Customer Data and has the full requisite power and authority to grant Cloudivize such usage rights in the Customer Data and that there are no additional consents or approvals required for granting such usage rights.
  • Contractor Access and Usage. Customer may authorize its employees, service providers, and other third parties to access the Services with user credentials, which access must be for the sole benefit of Customer and in compliance with this Agreement. Customer is responsible for such representatives’ compliance with this Agreement.
  • Customer Responsibilities. Customer (i) must keep its log-in password(s) to the Services secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Cloudivize promptly of any such unauthorized access; and (iv) may use the Service only in accordance with applicable law.
  • Cloudivize Support.
    • Cloudivize is fully hosted on AWS accounts, which Service Level Agreements' ("SLA) shall apply to Cloudivize accordingly.
    • Cloudivize shall make reasonable efforts to keep Cloudivize Service available to Customers at all times, subject to maintenance operations which shall be carried out by Cloudivize from time to time. Cloudivize shall notify customers of such maintenance operations at least 3 days in advance. Cloudivize is not responsible to any failures in connection to the Service caused during said maintenance operations.
    • Cloudivize team will be available for support application during its standard business hours and days, namely: between 8:00 am and 6:00 pm local time (GMT), Sunday through Thursday excluding official holidays.
4. WARRANTY DISCLAIMER
  • Cloudivize disclaims all warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. The service, and access to the services, may be interrupted or contain an error. While Cloudivize takes reasonable physical, technical and administrative measures to secure the service, Cloudivize does not guarantee that the service and the access to the services cannot be compromised. No licensor, dealer, distributor, reseller, agent or employee is authorized to make any modifications, extensions, or additions to this warranty.
  • Certain supported third-party web services or technology, that the Service integrates with, may be made available within the Service to the extent that Customer has an account and/or agreement with such third party. Cloudivize has and shall not have any liability regarding those third party web services or technology, and Customer’s agreement with that third-party solely governs Customer’s access and usage of that web service or technology.
5. CONSIDERATION; PAYMENT
  • Customer must pay all fees associated or deriving from the specific Subscription Plan(s) to which Customer registered itself, in the currency denominated on the Subscription Plan. If not specified otherwise on the Subscription Plan, then payment for the Services is on a monthly basis (from the first day and until the last day of each calendar month), upfront, and is due upon receipt of an invoice.
  • Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes incurred in connection with the use of the Services.
  • All payments made by Customer are non-refundable under no circumstances.
  • If Customer does not pay outstanding amounts within 10 days as of the date on which they are due, Cloudivize may, at its sole and absolute discretion downgrade the Customer’s plan to a Professional account (which shall include only such features and services as Cloudivize will set for such Professional accounts from time to time). In such event, Cloudivize shall keep, and Customer shall be able to retrieve any data collected by Cloudivize during the Term.
  • Unpaid invoices are subject to a charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. In addition, Customer may be responsible for any additional charges related to the collection of outstanding amounts.
  • Payments for the Services can be made with credit card and bank transfers only, at Customer’s discretion.
6. MUTUAL CONFIDENTIALITY
  • Definition. "Confidential Information" means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Cloudivize’s Confidential Information includes without limitation the Service and Licensed Software (including without limitation the Service user interface design and layout).
  • Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
  • Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information, as can be demonstrated. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
7. CLOUDIVIZE PROPERTY
  • Reservation of Rights. The workflow processes, user interface, designs, know-how and all other technologies provided by Cloudivize as part of the Service as well as Customer's feedback, enhancement requests and other comments made by Customer in connection with the Services are the proprietary property of Cloudivize and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Cloudivize. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Cloudivize reserves all rights unless expressly granted in this agreement. Cloudivize may use during and after the Term all aggregate non-identifiable data in the Service for purposes of enhancing the Service, technical support and other business purposes.
  • Restrictions. Customer may not (i) distribute, sell, license, lease, transfer, or otherwise provide the Service to third parties except as expressly provided in this; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or related systems or networks; (v) reverse engineer the Service or the Licensed Software; or (vi) access the Service or use the Licensed Software to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
  • Licensed Software. All agent software provided by Cloudivize as part of the Service (Licensed Software) is licensed to Customer as follows: Cloudivize grants Customer a non-exclusive, license during the term under the Subscription Plan, to download, distribute (as may be required to enable Customer representatives to use the Licensed Software) and operate such software on an unlimited number of computers and networked appliances within Customer’s network environment, for use solely with the Service.
8. LIABILITY LIMIT
  • Exclusion of indirect damages. Cloudivize is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; lost profits and any failure of delivery of the service).
  • Limit on liability. Except for Cloudivize’s indemnity obligations or breach of confidentiality, Cloudivize’s liability for all damages arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the actual amount paid by customer within the preceding 12 months under this agreement.
  • Disclaimer. Cloudivize services are provided “as is,” and Cloudivize provides no other representations and warranties of any kind, whether express, implied, statutory or otherwise, and Cloudivize specifically disclaims all implied warranties including, without limitation, any warranties of merchantability or fitness for a particular purpose or non-infringement.
9. TERM AND DEACTIVATION OF THE SERVICES
  • This Agreement and all access rights granted herein with respect to the Service shall remain effective until deactivated as detailed herein (the “Term”).
  • All subscriptions, under any applicable Plan, are renewed automatically monthly, such that the billing cycle refer to a whole calendar month. Thus, upon deactivation of the Subscription Plan (for whatever reason and by any Party) the Subscription Plan shall continue and be in effect until the last day of the month during which deactivation has taken place. Following deactivation of the Subscription Plan, Cloudivize shall not keep, and Customer shall be not be able to retrieve any data collected by Cloudivize during the Term.
  • Upon termination of this agreement for any reason, Customer must pay Cloudivize any due but unpaid amounts.
10. GOVERNING LAW AND FORUM
This agreement is governed by the laws of the State of Israel, without regard to conflict of law principles. Any dispute arising out of or related to this agreement may only be brought in the courts of Tel Aviv-Jaffa. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party
11. INDEMNITY
  • Indemnification by Cloudivize. Cloudivize shall at its cost and expense (i) defend or settle any claim brought against Customer and its directors, officers and employees (“Customer Indemnitee(s)”) by an unaffiliated third party alleging that Customer’s use of the Service(s) infringes or violates that third party’s intellectual property right(s), and (ii) pay, indemnify and hold Customer Indemnitees harmless from any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim.
  • Remedies. If a claim under Section 11 occurs or in Cloudivize’s opinion is reasonably likely to occur, Cloudivize may at its expense and sole discretion: (i) procure the right to allow Customer to continue using the applicable Service(s), (ii) modify or replace the applicable Service(s) to become non-infringing, or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s license to the affected portion of applicable Service(s) and refund a portion of the pre-paid, unused license fees paid by Customer corresponding to such Service(s).
  • Exclusions. Cloudivize shall have no obligations under this Section ‎11 if the claim is based upon or arises out of: (i) any modification to the Service(s) not made by or at the direction of Cloudivize, (ii) any combination or use of the Service(s) with any third party equipment, products or systems, to the extent that such claim is based on such combination or use, (iii) Customer’s continued use of the allegedly infringing technology after being notified of the infringement claim, (iv) Customer’s failure to use Updates made available by Cloudivize, (v) Customer’s failure to use Cloudivize Product in accordance with the applicable Documentation, and/or (vi) use of Cloudivize Product outside the scope of the license granted under this Agreement. This Section 10 constitutes Customer’s sole and exclusive remedies, and Cloudivize’s entire liability, with respect to infringement of third party intellectual property rights.
  • Indemnification by Customer. Customer shall at its cost and expense (i) defend or settle any claim brought against Cloudivize and its directors, officers and employees (“Cloudivize Indemnitee(s)”) by an unaffiliated third party alleging that the Customer Data infringes or violates a third party’s intellectual property or privacy right(s), and (ii) pay, indemnify and hold Cloudivize Indemnitees harmless from any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim.
  • Procedures. Each indemnitor’s indemnification obligation is conditioned on the indemnitee: (i) giving the indemnitor prompt written notice of such claim, (ii) permitting the indemnitor to solely control and direct the defense or settlement of such claim, provided the indemnitor shall not settle any claim in a manner that requires the indemnitee to admit liability or pay money without the indemnitee’s prior written consent, and (iii) providing the indemnitor all reasonable assistance in connection with the defense or settlement of such claim, at the indemnitor’s cost and expense.
12. MISCELLANEOUS
  • Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
  • Entire Agreement and Changes. This agreement and each Subscription Plan constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
  • Electronic Notice. For purposes of service messages and notices about the Services, Cloudivize may place a notice across its pages to alert Customer of important notices. Alternatively, notice may consist of an email to an email address associated with Customer’s account. Customer understands that Cloudivize has no liability associated with Customer’s failure to maintain accurate contact or other information.
  • No Assignment. Neither party may assign or transfer this agreement or a subscription plan to a third party, except that this agreement with all subscription plans may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party.
  • Independent Contractors. The parties are independent contractors with respect to each other.
  • Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
  • No Additional Terms. Cloudivize rejects additional or conflicting terms of any Customer form or purchasing document.
  • Order of Precedence. If there is an inconsistency between this agreement and a Subscription Plan, the Subscription Plan prevails.
  • Survival of Terms and no CISG. Any terms that by their nature survive termination or expiration of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
  • Export Control. Each party must comply with the export control laws of the United States and other applicable countries.
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