Website Terms of Service

Last Updated: October 23, 2016

Your use of the www.cloudaxis.com website (the “Website”) is subject to these Website Terms of Use (these “Terms of Use”). By accessing the Website, you agree to be bound by, and use the Website in compliance with, these Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE WEBSITE.

The terms “you,” “your,” and “yours” refer to you, the visitor to the Website. The terms “Cloudaxis,” the “Company,” “we,” “us,” and “our” refer to Cloudaxis Limited. We may periodically make changes to these Terms of Use. It is your responsibility to review the most recent version of these Terms of Use frequently and remain informed of any changes to it. You agree that your continued use of the Website after such changes have been published to the Website shall constitute your acceptance of such revised Terms of Use.

1. USE OF SERVICE.
a. Customer Owned Data. All data uploaded by Customer remains the sole property of Customer, as between Cloudaxis and Customer (Customer Data). Customer grants Cloudaxis the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data directly from the infrastructure service provider selected by Customer to provide the underlying infrastructure service (example, AWS Cloud Services).
b. Contractor Access and Usage. Customer may allow its contractors to access the Services in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.
c. Customer Responsibilities. Customer (i) must keep its passwords 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 Cloudaxis promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s user guide and applicable law.
d. Free Version. If Customer has registered for a no-charge use of the Service, Customer may access the Service until it is cancelled by Cloudaxis upon notice via email, or by the Customer. The Service is provided AS IS, with no warranty during the no-charge period. All Customer information will be deleted after the no-charge period ends, unless Customer converts its account to a paid Service.
2. WARRANTY.
a. Compliance with Law Warranty. Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this agreement.
b. DISCLAIMER. OTHER THAN THE ABOVE WARRANTIES, THE SERVICE IS PROVIDED AS IS. CLOUDAXIS DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE CLOUDAXIS TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURE TO SECURE THE SERVICE, CLOUDAXIS DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
3. MUTUAL CONFIDENTIALITY.
a. Definition of Confidential Information. 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 (Confidential Information). Cloudaxis’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
b. 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 Discloser 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.
c. 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. 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.
4. CLOUDAXIS PROPERTY.
a. Reservation of Rights. The software, workflow processes, user interface, designs, know-how, and other technologies provided by Cloudaxis as part of the Service are the proprietary property of Cloudaxis and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Cloudaxis. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Cloudaxis reserves all rights unless expressly granted in this agreement.
b. Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (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 their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
5. TERM AND TERMINATION.
a. Term. This agreement continues until either party terminates this agreement for its convenience (Term).
b. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
c. Return of Customer Data.
Within 60-days after termination, upon request Cloudaxis will make the Service available for Customer to exports its Customer Data.
d. Return or Destroy Cloudaxis Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay Cloudaxis for any unpaid amounts, and destroy or return all property of Cloudaxis. Upon Cloudaxis’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
e. Suspension of Service for Violations of Law. Cloudaxis may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Cloudaxis will attempt to contact Customer in advance.
6. LIABILITY LIMIT.
a. EXCLUSION OF INDIRECT DAMAGES. Neither Cloudaxis nor its third party providers are 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).
b. TOTAL LIMIT ON LIABILITY. Cloudaxis’s liability for all damages arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the greater of $100 USD and the amount paid by Customer within the 12 month period preceding the event which gave rise to the claim.
7. INDEMNITY. If a third-party claims against Cloudaxis that any part of the Customer Data infringes or violates that party’s patent, copyright or other right, Customer will defend Cloudaxis against that claim at Customer’s expense and pay all costs, damages, and attorney’s fees, that a court finally awards or that are included in a settlement approved by Customer, provided that Cloudaxis: promptly notifies Customer in writing of the claim; and allows Customer to control, and cooperates with Customer in, the defense and any related settlement.
8. GOVERNING LAW AND FORUM. Any dispute, controversy or claim arising out of or relating to this contract, or the breach termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre (HKIAC). There shall be only one arbitrator. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
9. OTHER TERMS.
a. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. 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.
b. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
c. Independent Contractors. The parties are independent contractors with respect to each other.
d. 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.
e. 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.
f. Export Compliance. Each party must comply with all applicable export control laws of Hong Kong S.A.R., foreign jurisdictions and other applicable laws and regulations, and not to transfer, or authorize the transfer, of the Services to a prohibited country or otherwise in violation of any such restrictions or regulation.
g. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
h. Survival of Terms and no CISG. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.