Last updated on 30th July, 2019
TotalCloud specializes in online cloud management services (the "Service"). Please read our Terms and Conditions and End-User License Agreement on www.totalcloud.io (“Website”) to learn more about how we do business.
Our clients’ and Website visitors’ (“you”) privacy is one of our top priorities. We aim to keep all of your data secure and confidential.
We may collect your personal information, including but not limited to your:
Our Service includes running workflows on your cloud account. When such workflows are run, logs are created by our software which records the names of the workflows, resources, objects, or items our Service processed. These logs are available in your account for each workflow.
To the extent the names of your resources include any personal information, such personal information may be stored and replicated in the logs our Service creates. While we have access to the file logs to provide customer and technical support, billing and audit trails, aside from running the processes requested on your data, we do not access any underlying resources stored in your cloud.
TotalCloud has feedback functionality on Contact Us, Contact Support and Contact Sales sections on the Website that allows you to submit comments, suggestions, or bugs found. We may collect your name or username and email address in order to follow up with you or thank you for a suggestion.
We may track the Website to analyze trends, administer the Website, track your actions and use of the Website and record transactions for aggregate use. Such analysis is not linked to personally identifiable information.
We may share usage information with our partners and advertisers. This aggregated information is not linked to any personal information that can identify any individual person.
The collection of your personal information is used to:
We do not sell your personal information to third parties. Nor do we sell the personal information of third parties that you provide to us.
We may use your username and email address to provide you with email newsletters and announcements. We may also use your registered name and email address to provide you with significant announcements about Website or Service that you are registered to use, about this Website or Service, about any user account you may create, about fulfilment of a specific transaction you have requested, or about other significant developments that may affect your use of the Website. You cannot opt-out of this kind of email.
We may share your personal information with our employees who need to use that information in connection with one or more of the purposes for which that personal information was collected.
We may operate the Website and Service in conjunction with independent contractors and services providers. Our independent contractors may have access to your personal information and logs. We may use a variety of service providers (including cloud hosting and data storage providers), partners or affiliates in locations both inside and outside of the United States of America, which may make your personal information, or personal information stored in your account, the subject of foreign laws and foreign legal proceedings.
We cannot make any guarantees as to the location(s) of data stored on our behalf by the above entities.
We may also access and/or disclose personal information if required or permitted to do so by law (for example, in order to comply with a legal process, including but not limited to one imposed by a warrant, subpoena, court order or like instrument served on us).
We may also disclose personal information to our successors (if our business, the Website or the Service is acquired by another legal entity), or any assignee of our assets relating to the Website and Service.
WHILE WE TAKE MEASURES TO PROTECT PERSONAL INFORMATION, YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR SUCCESSORS, ASSIGNS, EMPLOYEES, OFFICERS, DIRECTORS, AND INDEPENDENT CONTRACTORS SHALL NOT BE LIABLE FOR THE LOSS OR THEFT OF ANY PERSONAL INFORMATION UPLOADED TO THE SERVICE (OR OTHERWISE PROVIDE TO US) OR ANY DAMAGES CAUSED AS A RESULT THEREOF.
In addition, We will (i) permit the agent to process such personal data only for limited and specified purposes; (ii) require the agent to provide at least the same level of privacy protection as is required by the Privacy Shield Principles; (iii) take reasonable and appropriate steps to ensure that the agent effectively processes the Personal Data transferred in a manner consistent with our obligations under the Privacy Shield Principles; and (iv) require the agent to notify us if it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield Principles. Upon receiving notice from an agent that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield Principles, We will take reasonable and appropriate steps to stop and remediate unauthorized processing.
If We transfer personal data to one of our affiliated entities within our corporate group, We will take steps to ensure that such personal data is protected within the same level of protection that the Privacy Shield Principles require.
Protecting personal information we receive from you is of crucial importance to us. While there is always some risk involved with transmitting information over the Internet, we strive to protect against the misuse of any personal information that we receive from you via Website. To guard your nonpublic personal information, we maintain physical, electronic and procedural safeguards. We, using technology, ensure the safe transmission of all data, including personal and credit card information. By taking such measures, our customers can feel secure in the knowledge that their data is protected when using the Service.
We store your personal data at the time of service delivery (when an account is active), however, we will retain and use your information as necessary to comply with our legal obligations, government auditing requirements, resolve disputes, and enforce our agreements. At the end of such period, we may, at our discretion, destroy such personal data without notice to you.
When a Website’s registration/order form asks users to enter financial information (such as credit card number, its expiry date, CVV code), that information is encrypted and is protected during transmission through the Internet using Secure Socket Layer (SSL) software. You should see the lock icon on the bottom of web browsers become locked, as opposed to unlocked or open when you are just surfing. If you have any questions about the security, you can send an email to email@example.com.
When any personal information is no longer required for the purposes for which it was collected, we may destroy the personal information in a manner that takes into account it's sensitivity.
Please contact us if you wish to inquire about deleting your own personal information.
What are cookies?
Cookies are small text files that are sent to or accessed from your web browser or your device's memory. A cookie typically contains the name of the domain (internet location) from which the cookie originated, the "lifetime" of the cookie (i.e., when it expires) and a randomly generated unique number or similar identifier. A cookie also may contain information about your device, such as user settings, browsing history and activities conducted while using our services. The cookie itself does not contain any personally identifying information.
Are there different types of cookies?
First-party and third-party cookies
There are first-party cookies and third-party cookies. First-party cookies are placed on your device directly by us. For example, we use first-party cookies to adapt our website to your browser's language preferences and to better understand your use of our website. Third-party cookies are placed on your device by our partners and service providers. For example, we use third-party cookies to measure user numbers on our website or to enable you to share content with others across social media platforms.
Session and persistent cookies
There are session cookies and persistent cookies. Session cookies only last until you close your browser. We use session cookies for a variety of reasons, including to learn more about your use of our website during one single browser session and to help you to use our website more efficiently. Persistent cookies have a longer lifespan and aren't automatically deleted when you close your browser. These types of cookies are primarily used to help you quickly sign-in to our website again and for analytical purposes.
What about other tracking technologies, like web beacons?
Other technologies such as web beacons (also calls pixel tags or clear gifs), tracking URLs or software development kits (SDKs) are used for similar purposes. Web beacons are tiny graphics files that contain a unique identifier that enable us to recognize when someone has visited our service or opened an email that we have sent them. Tracking URLs are custom generated links that help us understand where the traffic to our web pages comes from. SDKs are small pieces of code included in apps, which function like cookies and web beacons.
For simplicity, we also refer to these technologies as "cookies" in this Policy.
How can you control cookies?
There are several cookie management options available to you. Please note that changes you make to your cookie preferences may make browsing the Website a less satisfying experience. In some cases, you may even find yourself unable to use all or part of the Website.
Browser and devices controls
Some web browsers provide settings that allow you to control or reject cookies or to alert you when a cookie is placed on your computer. The procedure for managing cookies is slightly different for each internet browser. You can check the specific steps in your particular browser help menu.
You also may be able to reset device identifiers by activating the appropriate setting on your mobile device. The procedure for managing device identifiers is slightly different for each device. You can check the specific steps in the help or settings menu of your particular device.
Interest-based advertising tools
You can opt-out of seeing online interest-based advertising from participating companies through the Digital Advertising Alliance, the Interactive Digital Advertising Alliance.
Opting out does not mean you will not see advertising - it means you won't see personalized advertising from the companies that participate in the opt-out programs. Also, if you delete cookies on your device after you opted out, you will need to opt-out again.
By changing the settings in your web browser, you can prevent cookies from being used. However, doing so may interrupt the proper use of the Website and Service.
The Website may include links to other websites whose privacy practices may differ from ours. If you submit personal information to any of those websites, your information is governed by their privacy statements. We encourage you to carefully read the privacy statement of any website you visit. We are not responsible for the privacy practices of others. Any link to a website owned by a third party does not constitute an endorsement, approval, association, sponsorship or affiliation with the linked site, unless specifically stated.
We provide users with the opportunity to opt-out of receiving further communications from us at their request.
You have the right to access your personal data. To make a request, please contact us, verifying your identity and specifying what information you require. You may contact us via email at firstname.lastname@example.org.
You agree, represent and warrant that all account registration information provided by you is accurate and up-to-date. If any of your registration information changes, you must update it by using the appropriate update mechanism on the Website or Service. If you are unsure how to update your personal information, please contact us at email@example.com with the Subject: Update account information.
If you are a resident of the European Economic Area (EEA), you have certain data protection rights. Our privacy practices intend to meet the requirements of the General Data Protection Regulation of the European Union ("GDPR").
If you wish to be informed about what personal data we hold about you and if you want it to be removed from our systems, please contact us. More about it in our GDPR Addendum.
In certain circumstances, you have the following data protection rights:
You can learn more about these guides in the GDPR Guide (for example, https://ec.europa.eu/info/law/law-topic/data-protection_en).
TotalCloud may be sold, might sell or buy businesses or assets of businesses, or We might merge with another business. In such transactions, Client Data generally is one of the transferred business assets. Also, in the event that TotalCloud, a line of business of TotalCloud, or substantially all the assets of TotalCloud are transferred, customer information may well be one of the transferred assets.
We will make reasonable effort to provide notice on the Website and to notify you via email to the most recent email address that you have provided to TotalCloud of any such change in ownership or control of your personal information and data.
The Company reserves the right to change these terms and conditions at any time without prior notice. In the event that any changes are made, the revised terms and conditions shall be posted on this website immediately. Please check the latest information posted herein to inform yourself of any changes.
If you have any grievances related to Data Protection and/or Data Processing, please contact our grievance officer at firstname.lastname@example.org
Affected as from 30th July, 2019
This Acceptable Use Policy (“AUP”) is an agreement between you (“Customer”) and Kandor Soft Labs Private Limited. (“We”) and outlines acceptable uses of TotalCloud Services, which are available on https://www.totalcloud.io and https://app.totalcloud.io (“Service”).
This AUP prohibits uses and activities involving the Service illegally, infringe the rights of others, or interfere with or diminish the use and enjoyment of the Service by others.
Please read this AUP carefully, because it will govern all of your access and use the Service and you will be expected to abide by it.
Capitalised terms used but not defined in this AUP shall have the meanings set forth in the Terms and Conditions and End-User License Agreement.
TotalCloud provides a revolutionary, interactive, and real-time cloud management platform that helps cloud users manage their cloud intuitively and intelligently with the use of our smart workflows topped with visualizations (Workflow Editor, Dashboard, Notification, Policy Management).
We are granting you a revocable, non-exclusive, and limited license to access and use the Service.
When Customers use, access and or perform activities on their service environment, data and content, Customers are responsible for ensuring these activities do not impose any risk to, or negatively impact us, other Customers and or third-party sites or systems associated with or supported by us.
Customers may not use or access or allow or cause any third-party to use or access TotalCloud’s platform or the Services to engage in, foster or promote illegal, abusive or irresponsible behaviour, including but not limited to:
If a customer becomes aware of any such prohibited activity, then the customer agrees to immediately (i) notify us, and (ii) commence remediation of the prohibited activity to the best of their ability.
Customers are responsible for ensuring that security controls are not circumvented by their acts or omissions.
In addition, Customers shall not:
Customers assume all responsibility for any adverse consequences that result from the use of their accounts by an individual that was granted access by Customer.
VIOLATIONS AND REMEDIES
We reserve the right to audit, test, and investigate the security of Customers’ systems in an effort to ensure that security protections are maintained and that Customers’ systems do not bypass, or allow others to bypass TotalCloud security controls.
We reserve the right, but do not assume the obligation, to investigate any violation of this AUP or other terms.
If We believe that systems located within the TotalCloud facilities and/or the TotalCloud platform are being used in an unlawful or improper manner or for unlawful or improper activities, We will fully cooperate with civil and criminal enforcement authorities conducting investigations of such use or activities. TotalCloud supports the investigation of prohibited activities as listed above and/or any other activities that may impact the operation or security of TotalCloud, its Customers or other systems accessible by its Customers.
We may suspend any services without approval from a Customer if the Company in its sole discretion, deems such suspension is necessary to protect its systems, facilities or interests or those of Customers, including, without limitation, in response to any perceived threat of a computer virus, exploit scripts or other malicious software or denial-of-service attack (in each case, from any source). We will use commercially reasonable efforts to notify our Customers prior to such suspension.
Notwithstanding anything to the contrary herein, We retain the sole right to determine whether a violation of this AUP has occurred and the severity of any such violation. We will endeavour to work with our Customers to address violations of this AUP but are not required to do so if immediate action is required. Based on the severity of the violation or the number or nature of violations of this AUP by Customers, We retain the sole right to suspend or terminate a Customer’s accounts without notice or approval by such Customer.
Customers agree to be bound by this AUP.
From time to time, TotalCloud may modify this AUP. By using the Service after any such modifications, Customers agree to those modifications.
In the event that any provision of this AUP and any other contractual provision between a Customer and TotalCloud are inconsistent or conflicting, the inconsistent or conflicting provisions of this AUP shall control.
If you feel that a user of the Services has violated this AUP or other TotalCloud’s terms or policies, please contact us at email@example.com.
Inquiries regarding this AUP should be directed to firstname.lastname@example.org.
Effective 30th July, 2019
The General Data Protection Regulation (GDPR) is a change that gives EU residents more clarity and control over how their personal data is used. Personal data is anything that can directly or indirectly identify a person, such as a photo, name, bank details, medical information, computer IP address, and so on.
TotalCloud has done the necessary due diligence to be in compliance with GDPR requirements.
We value our users’ privacy and their rights to control their personal data. Regardless of where you call home, you may delete your account or request the deletion of all personal information we have about you at any time. However, we will only be following the requirements outlined by the GDPR for those living in the EEA. If you live elsewhere, we will be happy to delete your data to the extent we can reasonably do so.
TotalCloud’s Privacy Shield is sufficient to govern transfers of personal data that are subject to GDPR. If your company has determined that Privacy Shield is not sufficient, TotalCloud has posted a Data Processing Agreement (“DPA”), governing the relationship between the Customer (acting as a data controller or processor, as applicable) of personal data under European Data Protection Legislation; and TotalCloud (acting as a data processor or subprocessor, as applicable).
If applicable, this DPA, including its appendices, supplements the Agreement and will be effective and replace any previously applicable data processing and security terms between the parties as of the DPA Effective Date (as defined in the DPA) and is subject to the Agreement.
This Service Level Agreement (“SLA”) between Kandor Soft Labs Private Limited. (“we” or “TotalCloud”) and users of the TotalCloud Services (“you” or “Client”) governs the use of the TotalCloud cloud management platform under the provisions of the TotalCloud Terms and Conditions, End-User License Agreement, policies and other terms (“Terms”).
UThe purpose of this SLA is to define the service levels in relation to the Service Provider's provision of the following services to the Customer (collectively "Services" or "TotalCloud Services"):
This SLA will be used as a mechanism by the parties to achieve the objectives of effective service delivery of the TotalCloud Application to the Customer on the terms and conditions outlined herein.
The Service Provider will provide support and maintenance services and service levels thereto as under:
Scheduled Maintenance means maintenance that is scheduled in advance. Where Scheduled Maintenance requires that the Service (or some functions) be temporarily unavailable, Service Provider will provide advance notice via email.
Accessing the web portal at https://www.totalcloud.io/ for any self-service technical assistance including:
(i) Raising tickets by Customer
(ii) Resolution of tickets as per service level metrics by Service Provider
(iii) Accessing any product documentation available at https://docs.totalcloud.io
Service Provider will always endeavour to respond in a timely fashion to support incidents. Response times are measured in Service Provider’s online support system. The response time SLA that will apply depends on the priority of the item(s) affected and the severity of the issue as under:
The following services are out of scope under this Agreement and Service Provider shall be under no obligation to provide support in respect of the same.
Important! Read the following terms carefully before using services available on website www.totalcloud.io provided by TotalCloud (hereinafter referred to as “Service”). Using the Service indicates your acceptance of these terms.
This End-User License Agreement (hereinafter referred to as the "Agreement") is a legal agreement between you (“Client”), the end user of our software for subscription or trial basis, who obtained or is using the Service and Kandor Soft Labs Private Limited. (“TotalCloud”).
This Agreement comes into force when you demonstrate your consent to be bound by selecting the “I accept the terms of the license agreement” button and using the Service.
This Agreement is binding for the entire period of the Service copyright unless otherwise stated in this Agreement or in a separate written agreement between you and TotalCloud.
The Service (its software, user interfaces, content) is protected by copyright laws and international treaty provisions and some portions are protected by patent and trade secret laws. You agree that this Agreement is enforceable like any written negotiated agreement signed by you. This Agreement is enforceable against you.
IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN AGENT, EMPLOYEE OR REPRESENTATIVE OF YOUR EMPLOYER, THE TERM “CLIENT” MEANS YOUR EMPLOYER AND/OR ANY OTHER PARTY ON WHOSE BEHALF YOU ACT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON SUCH PARTY’S BEHALF.
“Background Materials” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, Report Formats, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by TotalCloud in providing the Service and Results (including any correction, improvement, extension or other modification to the Service made, created, conceived or developed by or for TotalCloud, including at Client’s request or as a result of feedback provided by Client to TotalCloud).
“Reports” means the reports, charts, graphs and other presentation in which the Results are presented to Client.
“Report Formats” means the formatting, look and feel of the Reports.
“Results” means the work products resulting from the Service that is delivered to Client by TotalCloud through the Service, and which are based on the Client Data. For the sake of clarity, Results shall expressly exclude all Background Materials.
“Confidential Information” means, (a) with respect to TotalCloud, all financial, business or technical information disclosed by or for TotalCloud in relation to these Agreement that is of a nature that should reasonably be considered to be confidential and proprietary, and, (b) with respect to Client, non-public Client Data and any personally identifiable information relating to individual persons (“PII”) that is included within Client Data.
TotalCloud provides a revolutionary, interactive, and real-time cloud management platform that helps cloud users manage their cloud intuitively and intelligently with the use of our smart workflows topped with visualizations.
For use of our Services you need a valid cloud (Amazon Web Services (“AWS”)/ Azure/ VMWare/ Terraform) account.
Clients can add any number of cloud accounts that he wants and use them in the workflows.
Client is responsible for all activities that occur under Client’s accounts. Client is responsible for maintaining the security and confidentiality of his username and password. Client agrees to notify TotalCloud immediately of any unauthorized use of any Service username or password or account or any other known or suspected breach of security.
TotalCloud will host the Service. Client acknowledges that TotalCloud’s Services operate on one or more third-party cloud computing platforms and that TotalCloud shall have the right to change or add to the cloud computing platforms on which its Services operate. TotalCloud reserves the right to make changes and updates to the functionality and/or API and/or documentation of the Services from time to time.
More about account registration and Service use in our User Guide.
FEEDBACK AND SUGGESTIONS
From time to time, TotalCloud may solicit from Client or Client may make, in its sole discretion, suggestions for changes, modifications or improvements to the Service (“Feedback”). All Feedback shall be solely owned by TotalCloud (including all intellectual property rights therein and thereto) and shall also be TotalCloud's Confidential Information. Client shall and hereby makes all assignments necessary to achieve such ownership. Client warrants that it has all rights necessary in the Feedback to comply with these terms.
To the extent that Client provides TotalCloud with ideas or suggestions for improvements or changes to the Service which constitute intellectual property rights under applicable law (“Suggestions”), Client hereby assigns to TotalCloud ownership of such Suggestions and TotalCloud will have sole discretion as to whether and how to implement such Suggestions into the Service.
TotalCloud grants to Client a non-exclusive, non-transferable license (without the right to sub-license) to access and use the Services for Client`s for personal or internal business purposes in accordance with the documentation and other terms provided by TotalCloud.
TotalCloud may agree to grant to the Client access to a trial version of the Service that may be available free of charge during a trial period specified by TotalCloud. If granted access to a trial version, this Agreement shall apply to Client’s use of the trial version and, if Client later converts to the paid version, this Agreement will also apply to Client’s use of the paid version. The trial version may not have all the features or functionality of the paid version of the Service. TotalCloud may terminate Client’s access to the trial version at any time.
Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and TotalCloud (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights embodied therein) in and to the Service, Documentation, Background Materials, Aggregate Data, and Analyses (collectively, “TotalCloud Properties”).
Client may not alter, resell or sub-license the Service or provide it as a service bureau (except his employers or contractors
Client will not use or access the Service to:
TotalCloud reserves the right, in its sole and absolute discretion, to remove any content, block access to the Services, and/or cancel the account of any client.
The Client agrees not to use the software to run benchmark tests or to disclose the results of any benchmark test to any third party.
You can read more about the ways of proper use of the Services in our User Guide.
Client shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to the Results and Client Data. Client acknowledges and agrees that the Results will be presented to it in a Report, the Report Format of which is proprietary to TotalCloud. Clients may make copies of the Reports only for its internal purposes in using the Results.
Client hereby grants TotalCloud a non-exclusive royalty-free right and license to use the Results, for purposes of providing the Service to Client and for TotalCloud's internal business purposes.
Subject to the terms and conditions of this Agreement, Client grant to the TotalCloud a non-exclusive license to use, copy, store, transmit and display Client data to the extent reasonably necessary to provide and maintain the Service (including routine actions taken to enable data backups and disaster recovery and business continuity procedures).
Client grant to the TotalCloud the limited, non-exclusive right to view, and use the Client Data to create meta-data derived from Client Data which may include, by way of example only, file modification dates, audit trails, and the number of times a file has been accessed), for the purpose of providing and improving the Services.
Client agrees that TotalCloud is free to disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during provision of the Service (including without limitation, that which it could have acquired performing the same or similar services for another customer).
Client further agrees that (a) TotalCloud shall have the right to create compilations and analyses of Client Data and Results (“Aggregate Data”) and to create reports, studies, analyses and other work product from Aggregate Data (“Analyses”) and (b) TotalCloud shall have exclusive ownership rights to, and the exclusive right to use such Aggregate Data and Analyses for any purpose, including, but not limited to advertising, marketing, and promotion of networking opportunities to other customers and prospective customers of the Services; provided, however, that TotalCloud shall not distribute Aggregate Data and Analyses in a manner that is identifiable as Client Data or in the manner in which the identity of any individual person or his or her PII can be reasonably ascertained.
Protecting personal information we receive from you is of crucial importance to TotalCloud. While there is always some risk involved with transmitting information over the Internet, we strive to protect against the misuse of any personal information that we receive from you via our website. To guard your nonpublic personal information, TotalCloud maintains physical, electronic and procedural safeguards. TotalCloud using a technology ensures the safe transmission of all data, including personal and credit card information. By taking such measures, TotalCloud clients can feel secure in the knowledge that their data is protected when using our website. In the case of a data security breach, we are obliged to inform you of this.
To the extent required by applicable laws, Client warrants that it complies with its obligations under relevant data protection laws in respect of its processing of personal data and in any processing instructions that Client issues to TotalCloud, including any obligations specific to its role as a data controller or data processor (as applicable). Without limitation to the foregoing, Client shall ensure that its instructions comply with all laws, regulations and rules applicable to such personal data and that TotalCloud’s processing of the personal data in accordance with Client’s instructions will not cause TotalCloud to violate any applicable laws. Client will ensure that it has all necessary consents and notices in place to enable the lawful transfer of the personal data (as prescribed by applicable laws) to TotalCloud for the duration and purposes of this Agreement. In particular, if a Client is established in the European Economic Area (“EEA'') or will, in connection with the Services, provide TotalCloud with personal data relating to an individual resident within the EEA, the GDPR Addendum is incorporated into this Agreement.
If you wish to be informed about what personal data we hold about you and if you want it to be removed from our systems, please contact us at email@example.com.
TotalCloud reserves the right to modify its privacy and security policies from time to time in its business judgment and as it deems required for compliance with applicable law.
TotalCloud shall make available to Clients who have paid fees for the Service, support, updates, and maintenance in accordance with TotalCloud standard terms of the maintenance and support as specified in Service Level Agreement
TotalCloud is dedicated to providing you with a timely Service and stands behind our software with the following commitment to you.
TotalCloud agrees to use commercially reasonable efforts to ensure the execution of any actions ("Workflow Executions") on the Service are commenced according to their scheduled start time and will continue to execute on time once started.
The service commitment does not apply to delays caused by events or actions outside our control, including but not limited to, errors caused by you or the action you are attempting to execute, authorization and/or permission errors, errors caused by AWS (or Amazon.com, Inc. affiliate) or a Force Majeure event.
Upon notification from TotalCloud, Client shall promptly update any locally-installed software agents on Client systems that interact with the Services. Client acknowledges and agrees that its failure to timely install such an update may result in disruptions to or failures of the Services, or suspension of Customer’s access to the Services, without any liability on the part of TotalCloud to Client.
If you have any questions about support or regarding our Service Level Agreement(link) contact us at firstname.lastname@example.org.
SERVICE FEE AND PAYMENT
Client agrees to pay fees as TotalCloud and Client agree.
Client shall pay a fee for the right to use the Service (“Service Fee”) at TotalCloud’s then-current rates or as otherwise set forth in the TotalCloud order form completed by Client.
Client shall pay the Service Fee monthly or annually in advance in accordance with the TotalCloud order form completed by Client.
All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Client agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon TotalCloud’s net income.
All amounts payable by Client hereunder, including all Service Fees, shall be grossed-up for any withholding taxes imposed by any foreign government on Client’s payment of such amounts to TotalCloud.
Except for the specific rights granted by these Agreement, neither party (“Recipient”) may use, copy or disclose any of the other’s (“Discloser”) Confidential Information without Discloser’s written consent, and shall use reasonable care to safeguard Discloser’s Confidential Information, including obligating Recipient’s employees, contractors and agents (“Representatives”) who are given access to Discloser’s Confidential Information to keep such information confidential. TotalCloud agrees to treat PII included in the Client Data in accordance with all applicable United States laws and regulations. The foregoing obligations shall not apply to any Confidential Information (other than PII) that Recipient can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to Discloser, (c) generally available to the public without breach of these Agreement or (d) independently developed by it without reference to or use of any of Discloser’s Confidential Information. Promptly upon Discloser’s request at any time, Recipient shall return all of Discloser’s tangible Confidential Information. Each party may disclose the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, however, that either party may provide a copy of this Agreement or otherwise disclose its terms on a confidential basis in connection with any financing transaction or due diligence inquiry. Nothing herein shall prevent a party from disclosing these Agreements or any of the other’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, Recipient shall use reasonable efforts to (a) promptly notify Discloser in writing of such requirement to disclose and (b) cooperate as reasonably requested by Discloser at no expense to Recipient in protecting against or minimizing any such disclosure or obtaining a protective order.
As an exception to any limitations on TotalCloud's right to disclose information, in the event TotalCloud goes through a possible business transaction, such as a merger, acquisition by another company, or other sales of the company or all or a portion of its assets, Client Data (including PII) will likely be among the assets disclosed to the potential transferee (under a duty of confidentiality) and transferred, if the transferee will be continuing the Services. Client agrees that TotalCloud may transfer such Client Data and PII without Client’s prior consent.
Subject to the foregoing provision, and the limitations of liability provided in this Agreement, TotalCloud agrees to defend Client against any third party claims that the Service provided hereunder by TotalCloud infringes the rights of any third party, in each case, excluding claims caused by Client’s failure to meet its obligations under this Agreement.
Client agrees to indemnify and hold harmless TotalCloud against any third party claims and all resulting losses, liabilities, costs and expenses attributable to or arising from (a) any actual or alleged breach of Client’s representations and warranties contained herein, (b) Client’s unauthorized use of the Service or other TotalCloud Software, Confidential Information or other information, (c) Client’s use of the Results, including any modifications thereto or any combination of the Results with any other data or information where the claim would not have arisen but for such modification, combination or use, or (d) any actual or alleged violation by Client of the rights of any third party (including intellectual property rights or any rights of privacy or publicity).
The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defence of any claim, suit or proceeding and all negotiations for settlement. The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost). The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party’s prior written consent of the settlement.
LIMITATION OF LIABILITY
TotalCloud is not responsible for not justifying your expectations regarding the use of our Services.
TotalCloud uses reasonable skill and care in compiling the information accessible on and through this Site. However, certain information may have been compiled and/or provided to us by a third party.
TotalCloud does not accept responsibility for the accuracy of any information which is obtained from any such third party. Furthermore, errors and omissions in the information accessible on and through this site may occur because of a number of factors which are inherent in any internet-related system and which are not within our reasonable control.
The Services and information on our website are provided "as is" and you should always attempt to verify the accuracy of any information obtained from this site before relying upon it.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TOTALCLOUD SOFTWARE AND SERVICES, AND ANY RESULTS OBTAINED THEREFROM BY CLIENT ARE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND.
WITHOUT LIMITING THE FOREGOING, TOTALCLOUD MAKES NO WARRANTY (I) THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICE, OR (III) THAT ANY ERRORS IN THE SERVICE CAN OR WILL BE CORRECTED.
TOTALCLOUD HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
TotalCloud is not responsible for any damage to your computer hardware, computer software, or other equipment or technology including, but without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure, or any other technical or other malfunction.
The failure of TotalCloud to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by TotalCloud in writing.
Except for the payment by Client, if the performance of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, act of God or any other causes beyond the control of such party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
U.S. GOVERNMENT RESTRICTED RIGHTS. EXPORT RESTRICTIONS
If Client is an agency or contractor of the United States Government, Client acknowledges and agrees that (i) the Services (including any software forming a part thereof) were developed entirely at private expense, (ii) the Services (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to TotalCloud, (iii) the Services (including any software forming a part thereof) are not in the public domain, and (iv) the software forming a part of the Services is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR Section 252.227-7014 or FAR Part 12.212. Client agrees not to store or process any Client Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State. Client shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Services and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Client represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Client shall not permit users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Client shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its users are located.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
TotalCloud reserves the right to modify, alter or otherwise update this Agreement by posting such change to our website at least thirty days prior to its effective time. The Client is encouraged to review the Agreement from time to time.
Your continued use of the TotalCloud’s Services following the posting of changes will constitute your acceptance of any and all posted changes. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.
TERM AND TERMINATION
This Agreement may be earlier terminated by either party if the other party breaches a provision of these Agreements and fails to cure such breach within thirty (30) days (ten (10) days in the case of non-payment) after receiving written notice of such breach from the non-breaching party. TotalCloud reserves the right to suspend or terminate access to the Service if Client violates the license grant or restrictions regarding the use of the Service.
Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of this Agreement shall survive, and (b) the provisions titled Feedback, Confidentiality, Proprietary Rights, Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination and General Provisions shall survive. Unless otherwise agreed in writing and signed by an authorized representative of TotalCloud, TotalCloud has no obligation to retain any Client Data or Results after the expiration or termination of this Agreement.
No joint venture, partnership, employment, or agency relationship exists between Client and TotalCloud as a result of this Agreement or use of the Service.
Client acknowledges that TotalCloud may desire to use its name and logo in its web site, press releases, product brochures and financial reports indicating that Client is a customer of TotalCloud, and Client agrees that TotalCloud may use its name and logo in such a manner.
Client reserves the right to review any use of its name or logo and to grant or withhold permission, provided that permission will not reasonably be withheld.
Each party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.
This Agreement, together with any applicable TotalCloud’s terms, policies and agreements, comprises the entire agreement between Client and TotalCloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each party.