Terms of Service

Cloudy4 Web Services Inc. (“Cloudy4 Web Services Inc.”, “we”, “us”) provides cloud platform and configuration services, including but not limited to smart dedicated servers, graphics processing units, object storage, content delivery network service and continuous data protection backup services (“Services”). Except as otherwise indicated, customers using the Services shall be referred to as “you” or “your”.

We provide these Services, subject to the terms of this document (“Terms”). Your use of the Services or your registration with us constitutes your agreement to these Terms. If you purchase our Services through a separate written agreement/master services agreement, these Terms shall be deemed to be incorporated into that agreement, whether it is specifically called out or not.

When you access or use our Website and/or the Services, these Terms shall apply and shall be legally binding on you and to your access and use of the same even if not accepted by you separately.

These Terms constitute a binding legal contract required to use our Website and Services. As such, you may only use our Website and Services if you agree to be bound by these Terms.

We may modify these Terms at any time by posting a revised version of the same at https://www.cloudy4.ca/terms-of-services , on our website (“Website”), and the amended version of these Terms shall become automatically binding on you if you continue to avail of the Services.

The amended terms will be applicable even if not accepted by you separately. If you do not wish to be bound by the updated Terms, we request you to stop accessing the Website and the Services and to reach out to us to deactivate your Customer Account. You shall have the responsibility to review these Terms on a regular basis.

1. Definitions

In these Terms, except where the context otherwise requires, the following words and expressions shall have the following meanings:

1. “Affiliates” means, in relation to any Person, any entity which Controls or is directly or indirectly Controlled by, or under common Control with, such Person.
2. “Applicable Law(s)” shall mean and include any (i) rule of law, statute, bye-law, ruling or regulation having the force of law; or (ii) any code of practice, rules, consent, license, requirement, permit or order having the force of law or pursuant to which a Person is subject to a legally enforceable obligation or requirement; or (iii) any notification, circular or guidelines issued by a regulatory authority; and/or (iv) any determination by or interpretation of any of the foregoing by any judicial authority, whether in effect as of the date of these Terms or thereafter and in each case as may be amended; (v) all the regulations, notification, circulars, guidelines, directives and all other statutory requirements issued by the statutory or Government Authority as may be applicable.
3. “Charges” shall mean, unless the Services are being availed by you through free trial facility, the amount payable by you for the Services either through self-service portal available to you via your Customer Account accessible at https://cloudy.ca or provisioned manually by our provisioning team for you and shall be computed on the basis of time-based rate (e.g. per hour or per month etc.) or usage-based rate (e.g. per GB per month applied on peak usage of the calendar month) as may be applicable for the particular service.
4. “Claims” shall mean all actions, suits, proceedings or arbitrations pending or threatened, at law, in equity or before any Government Authority or competent tribunal or court.
5. “Confidential Information” means and includes the Intellectual Property and any and all business, technical and financial information or of any of our affiliates that is related to any of the arrangements contemplated in these Terms or any other agreement in which these Terms is incorporated by reference or otherwise disclosed by us to you.
6. “Controlling”, “Controlled by” or “Control” with respect to any Person, shall mean:
   1. the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting share, by agreement or otherwise, or the power to elect more than half of the directors, partners or other individuals exercising similar authority with respect to such Person; and
   2. the possession, directly or indirectly, of a voting interest of more than 50%.
7. “Customer Data” means all data, including all text, sound, software, image or video files, and all derivatives of such data that are created by or originated with you or your End Users. You and/or your End Users retain ownership of all and any such Customer Data. The right granted to us to access and use such Customer Data is limited to the sole purpose of providing the Services or for compliance of legal obligations and shall not be understood as granting us any ownership rights thereto or any right to use or transfer, except as specifically provided herein.
8. “De-provisioning of Services” in relation to the Services, shall mean termination of the Services being provided to you, release and reallocation of all resources allocated to the Customer and deletion of Customer Data stored on our servers.
9. “End User” means any individual or entity that directly or indirectly through another user accesses or uses the Services under the Customer Account.
10. “Force Majeure Event” includes but is not limited to significant failure of a part of the power grid, significant failure of the internet, natural disaster, war, riot, insurrection, epidemic, outbreak of infectious disease(s), pandemic, fire, strikes or other organised labour action, terrorist activity, acts of Government Authority, acts of God, or other events of a magnitude or type for which precautions are not generally taken in the industry and acts/reasons which are beyond the control of any party and cannot be predicted by men of ordinary prudence.
11. “Government Authority(ies)” shall mean:
    1. a government, whether foreign, federal, state, territorial or local which has jurisdiction over Cloudy4 Web Services Inc.;
    2. a department, office or minister of a government acting in that capacity; or
    3. a commission, agency, board or other governmental, semi-governmental, judicial, quasi-judicial, administrative, monetary or fiscal authority, body or tribunal.
12. “Infra Credit Prepaid Customer” shall mean a customer who gets infra credits which can be used for availing various services being provided by us.
13. “Inherent Business Risk” means those risks that are in the ordinary course associated with the provision of cloud services, including but not limited to loss of data due to attack on our servers by Malware, malfunction of our servers and other equipment under our control, malfunction of our software or supporting Third-Party Software.
14. “Inactive Customer” shall mean a customer who, at any point of time, has not consumed or utilised any of the Services in the preceding 90 days. If a customer only has free credits/coupons in its Customer Account and it has not consumed any of our services in the preceding 60 days, it will automatically be considered as an “Inactive Customer”.
15. “Intellectual Property” or “IP” includes patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any licences and permissions in connection therewith.
16. “Losses” shall mean any loss, damage, injury, liabilities, settlement, judgment, award, fine, penalty, fee including reasonable attorneys’ fees, charge, cost or expense of any nature incurred in relation to a Claim(s).
17. “Malware” shall mean any malicious computer code such as viruses, logic bombs, worms, trojan horses or any other code or instructions infecting or affecting any program, software, client data, files, databases, computers or other equipment or item.
18. “Managed Services” shall mean the provision of professional services for additional payment to a customer by us to enable management of cloud computing infrastructure. Unless specifically stated, the Services provided to you shall be deemed to be “Self-Managed Services” and not “Managed Services”.
19. “Material Adverse Effect” shall mean any state of facts, change, development, effect, condition or occurrence that adversely affects either party’s ability to perform its obligations under these Terms.
20. “Person” shall mean any natural person, limited or unlimited liability company, corporation, general partnership, limited partnership, proprietorship, trust, association, or other entity, enterprise, or business organisation.
21. “Minimum Billing Amount” shall mean the minimum amount of usage charges pertaining to a particular service provided by us for a calendar month regardless of the actual time-based usage of such service during such calendar month.
22. “Refund Policy” means the Refund Policy published on the Website, as may be amended by us from time to time.
23. “Privacy Policy” means the Privacy Policy published on the Website accessible at https://cloudy4.ca/ , as may be amended by us from time to time.
24. “Service Level Agreement” or “SLA” means the Service Level Agreement published on the Website and accessible at https://cloudy4.ca/sla .
25. “TDS” shall mean tax deducted at source in accordance with Applicable Law.
26. “Term” shall mean the period beginning on the date on which you begin to avail the Services from us and continuing till you continue to avail the Services.
27. “Third Party” shall mean a Person except you and us.
28. “Variable Usage Charges” shall mean the Charges that may vary depending on the usage of any Cloudy4 Web Services Inc. service by you and which may increase over a period of time due to increase in use without any explicit action being taken by you to avail such additional usage.

1. Use Of The Services

2.1 By availing the Services, you are required to comply with these Terms and all other operating rules, policies and procedures that may be published from time to time on the Website, including but not limited to the Privacy Policy, SLA and Refund Policy (“Company Policies”).

2.2 When you register for our Services with us, you may be required to provide us with some information about yourself, such as your name, email address, and a valid form of payment, and you may also provide other information about yourself on a voluntary basis. The collection of such account-related information, and our use and disclosure thereof, is subject to the terms of our Privacy Policy.

2.3 We may make commercially reasonable updates to the Services and the Company Policies from time to time.

2.4 We may, in our sole discretion, refuse to provide or continue providing the Website and Services to you at any time, for any reason, including but not limited to your failure to comply with these Terms. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any customer accounts or access to the Website and Services at any time, at our sole discretion.

1. Representations And Warranties

3.1 We hereby represent and warrant to you as follows:

• We are duly organised and validly exist under the Applicable Laws and have all requisite legal power and authority to provide the Services to you.
• We are not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against us before any court of competent jurisdiction.

3.2 You hereby represent and warrant to us as follows:

• You are duly organised and validly exist under the Applicable Laws and have all requisite legal power and authority to be bound by these Terms.
• You are not insolvent and no insolvency proceedings have been instituted, nor threatened or pending by or against you.
• You have complied with Applicable Law in all material respects.
• There are no actions, suits, Claims, proceedings or investigations pending or threatened in writing against you that materially adversely affect your ability to perform your obligations.
• All information disclosed by you in relation to the Services has been reasonably identified and truthfully disclosed to us to the best of your knowledge.
• Our Website and Services are not targeted towards, nor intended for use by anyone under the age of 18 years.
• You have had adequate opportunity to read and understand these Terms and agree to be legally bound by them.

1. Your Obligations

4.1 Customer Account

4.1.1 You are responsible to monitor the activities under your Cloudy4 Web Services Inc. account (“Customer Account”), regardless of whether the activities are authorized or undertaken by you or your employees or by a Third Party.

4.1.2 You should ensure the setting of strong passwords and access control mechanisms and other data protection control measures prescribed under Applicable law in order to protect Customer Data and prevent unauthorized access to the Customer Account.

4.1.3 You should immediately notify us of any unauthorized use of the Customer Account or any other breach of security and cooperate with our investigation of service outages, security issues or any suspected breach of these Terms.

4.1.4 We shall not be held responsible for any security breach resulting due to your failure to implement and/or comply with security measures or due to any other cause which, in our opinion, is beyond our control.

4.1.5 You shall defend, indemnify and hold harmless us, our Affiliates, or any of our respective employees, agents or suppliers (“Indemnified Parties”), from and against any and all Claims and/or Losses arising out of or attributable to such security breach.

4.2 Backup of Customer Data

You should take appropriate action to secure, protect and backup the Customer Data including programs, data, software and any other Customer Data. We shall not be under any obligation, while providing the Services to the Customer, under these Terms, to maintain any copy or back up Customer Data.

Notwithstanding that you are availing backup services from us, you shall remain responsible to ensure that adequate back-up is taken by you and to test the accuracy of such back up of Customer Data. We shall not be responsible for the same.

4.3 Use of Licensed Software

4.3.1 You hereby acknowledge that the software provided with the Services is provided by Third Party(s) (“Third Party Software”). All Third Party Software is being licensed to you subject to terms and conditions of an End-User License Agreement (EULA).

4.3.2 You shall, at all times during the Term, be under the obligation to use the licensed version of the software to be used by you in relation to the Services. You shall not use any pirated software in availing the Services.

4.3.3 If any Claims are made against the Indemnified Parties in relation to use of such Third Party Software by you, your representatives or End Users, without complying with the terms and conditions of the applicable EULA or due to such use of a license beyond the agreed upon or paid-for level, then you shall be liable for such Claims and any Losses arising out of the same.

4.3.4 We shall not be responsible for any Third Party Software, neither shall we be responsible for damage caused by such Third Party Software.

4.3.5 You shall be responsible to update any Third Party Software provided with the Services, as and when you receive notification from the Third Party Software provider.

4.3.6 You shall not remove or tamper with the copyright, trademark or patent notices contained in the Third Party Software.

4.4 You shall document and promptly report all errors or malfunctions noticed by you to Cloudy4 Web Services Inc. If you provide any feedback in relation to the Services, we shall be entitled to use such feedback to improve our Services.

4.5 You shall ensure that all legal compliances as per Applicable Laws/applicable regulatory framework as may be required for you to access the Services are fulfilled by you.

4.6 In order to facilitate the provision of the Services, you shall provide us with the required assistance, as reasonably requested by us from time to time.

4.7 You should ensure the availability and stability of the computing environment to support the Services, if and to the extent required in connection with the delivery of the Services.

4.8 Neither you, nor your representatives and/or End Users, shall remove or tamper with the copyright, trademark or patent notices contained in any content provided by us in the course of providing the Services.

4.9 You shall observe proper ethics and transparency in all your actions in the course of discharging your obligations under these Terms.

4.10 You shall comply with all your obligations pursuant to these Terms and ensure that all payments due to us are paid in a timely manner.

4.11 You are responsible to monitor the functioning of resources utilised on your cloud server for the purpose of accessing the Services.

1. Seizure Of Data And Hardware

5.1 You agree that in case of any seizure of hardware provided by us to you for storage of any data or information pursuant to the Services, by any Government Authority, you shall be liable to pay upfront:

1. the cost of providing such data or information to the Government Authority; and
2. the cost of server or equipment seized by the Government Authority.

5.2 We will not be liable to make any backup or copy the Customer Data stored on Cloudy4 Web Services Inc. server or equipment and you will not raise any Claim for loss of data including a monetary claim against us on account of loss of data.

1. Business Risk And Losses

6.1 You agree and acknowledge that the Services provided by us have Inherent Business Risk and such Inherent Business Risk may be beyond our control, and you may incur losses including but not limited to direct and indirect losses. We will not be liable, in whatever manner, for any losses incurred by you due to the foregoing.

1. Third Party Audit

7.1 You acknowledge that in respect of licenses/software acquired from Third Party(s), an audit may be conducted by competent Third Party(s) duly authorised to conduct the audit (“Competent Third Party(ies)”) during the Term.

You agree that in case of such audit being initiated by Competent Third Parties, you will cooperate and provide relevant information required by the Competent Third Parties, including verification of licensing compliance and evidence of licenses.

1. Regulation Of Use Of Services

8.1 Customer Data

You hereby acknowledge that we exercise no control of whatsoever nature over the Customer Data. You represent and warrant to us that you have the right to transmit, receive, store, or host, using the Services, all Customer Data that you so transmit, receive, store, or host on our cloud platform.

8.1.1 End User Customer Data

You shall be responsible for the End Users’ use of the Customer Data and the Services and shall ensure that all End Users comply with your obligations under these Terms and Company Policies.

8.2 Prohibited Activities

You will not engage in any prohibited activities and will not permit any Person, including End Users, using your online facilities and/or services to do any of the following:

1. Send unsolicited commercial messages of communication in any form (SPAM).
2. Engage in activities likely to breach or threaten to breach any applicable laws, codes, contractual obligations or regulations.
3. Engage in activities that would violate the personal privacy rights of others.
4. Send, post, or host harassing, abusive, libelous, obscene or otherwise objectionable materials.
5. Intentionally omit, delete, forge or misrepresent online information.
6. Use Services for any illegal purpose or in violation of Applicable Law.
7. Conduct intended to withhold or cloak identity or contact information or register using a fake or false identity.
8. Use the Services to publish, post, share, copy, store, backup or distribute material that contains Malware.
9. Assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services to any unauthorised Person.
10. Remove or alter proprietary notices such as copyright or trademark notices.
11. Reverse engineer or decompile, except to the extent expressly permitted by Applicable Law.
12. Build or assist any Person to build a competitive solution using similar ideas, features, functions, graphics or design of the Services.
13. Attempt to probe, scan or test the vulnerability of the Services or breach security or authentication measures without proper authorization.
14. Modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any content included in the Services.
15. Access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas.
16. Engage in activities that directly or indirectly result in our being subjected to criminal investigations by law enforcement authorities.

8.2.2 If you become aware of conduct by any Person using your online facilities, services and/or Customer Account constituting Prohibited Activities, you should use all efforts to remedy such conduct immediately.

8.2.3 In the event that we receive any information or a formal complaint alleging that you, your representatives or End Users are engaging in conduct constituting a Prohibited Activity or an Abuse of Service, we will notify you via email of such alleged conduct.

If you fail to discontinue or facilitate the discontinuance of such conduct within 24 (Twenty Four) hours of receiving the email from us, we will be entitled to impose a penalty of INR 5000 (Rupees Five Thousand) or higher per instance of Prohibited Activity or Abuse of Service.

On continuance of Prohibited Activities or Abuse of Service beyond the expiry of 24 hours, we will have the right to suspend your Services.

8.2.4 Abuse of Services

Any activities by you or facilitated by you, including but not limited to the activities mentioned below, shall be regarded as Abuse of Service:

• Denial of Service (DoS) / Distributed Denial of Service (DDoS): Flooding or overloading the network or network system with a large number of communications requests.
• Restricting System Access or Storage: Using any manual or device which limits, denies or restricts access to a system or storage on a system.
• Operation of Certain Network Services: Operating services such as forged headers, open proxies, open mail relays, open recursive domain name servers, UDP reflection services or IP spoofing.
• Monitoring or Crawling: Monitoring or crawling of a system or combination of system and network that impairs, disrupts or leads to malfunctioning of the network or network services.
• Deliberate Interference: Any interference with the proper functioning of any system, network or network services, including deliberate attempts to overload systems through scanning, mail bombing, news bombing, broadcast attacks, flooding techniques or similar methods.

8.2.5 Cooperation with investigations and proceedings

You agree that we may permit a relevant Government Authority to inspect Customer Data or usage. We may report to appropriate Government Authorities any Customer conduct which we believe to be violative of Applicable Laws without notice to you.

8.2.6 Consequences of Violations

We may take actions in case of suspected violations of these Terms, Company Policies etc., including but not limited to:

• Written or verbal warning to you.
• Suspend certain access privileges.
• Suspend your Customer Account or Services.
• Terminate your Customer Account or terminate/de-provision the Services.
• Bill you for administrative costs and/or reactivation charges.
• Institute legal proceedings against you and claim damages caused due to breach.
• Forfeit any amount received as advance or otherwise in certain circumstances.

8.3 Imposition of disproportionate costs

We reserve the right to immediately terminate or suspend the Services being rendered to you for reasons including the making of, threatening to make, or our perception of a threat of disproportionate legal, insurance, administrative, governance or other costs.

8.4 Criminal offense

Violation of the conditions of use specified in these Terms may constitute a criminal offence under applicable law. You should report to us any information concerning instances in which the conditions of use under these Terms have been or are being violated.

1. Facilities

9.1 Monitoring Equipment

We will install monitoring equipment or software to monitor your service usage for ensuring quality of service and for billing purposes.

9.2 Usage Measurement

We may, at our discretion, measure the usage of Services which shall include but shall not be limited to number of HTTP(s) requests, inbound and outbound data traffic and temperature of hardware on which Services are running.

9.3 Service Requests

You shall raise a service request as per the method intimated by us. Currently, service requests can be raised by sending an email to support@cloudy4.ca.

1. Server Reboots (On/Off)

10.1 You may undertake server on/off actions by yourself via the self-service portal accessible at https://cloudy4.ca/ or such actions may be performed by our team on receipt of a request from you.

10.2 We may reboot, physically disconnect and reconnect the servers while undertaking scheduled and/or emergency maintenance.

1. Maintenance And Support

11.1 We shall have the right to conduct routine scheduled maintenance or emergency maintenance of our electrical, software or hardware infrastructure required to operate our Services.

11.2 We will undertake best efforts to provide you round the clock support, monitoring, fault reporting and maintenance of the networks and systems at Cloudy4 Web Services Inc.

1. Terms Of Free Trial

12.1 The terms of these Terms as well as any other terms stated to be applicable to the use of the Services shall govern the “free trial facility”.

12.2 We shall have the discretion to grant a free trial facility to any potential customer and shall be entitled to do so on the basis of an evaluation of the specific service sought from us and such potential customer’s needs.

12.3 We shall make best efforts to grant free trial facility within a period of 7 days from receiving a request for the same.

12.4 We reserve the right, in our absolute discretion, to cancel or modify the free trial facility offered to you, at any time without prior notice.

12.5 In the event that it is brought to our notice that any activity constitutes a violation of these Terms, we shall have the right to immediately cancel the free trial facility without prior notice.

12.6 Any liabilities arising out of or in connection with your use of the free trial facility shall be solely and totally borne by you.

1. Limitation Of Liability

13.1 In any event, our, our Affiliates’ and our licensors’ cumulative liability towards you or any other party, if any, for any loss or damages resulting from any Claims, demands, or actions arising out of or relating to these Terms or the use of the Services or any failure or delay in delivering the Services shall not exceed the total fees paid by you, pursuant to an invoice raised by us for one month, in the month prior to the month on which the event giving rise to the claim occurred.

13.2 In no event shall we be liable to you for any special, indirect, incidental, punitive, exemplary, reliance, or consequential damages of any kind, including, but not limited to, compensation, reimbursement or damages in connection with, arising out of, or relating to the use, or loss of use of the Services, loss of profits, loss of goodwill, loss of data or content, cost of procurement of substitute goods or services, subsequent or other commercial loss, or for any other reason of any kind.

1. Limited Warranty

We represent that we shall make best efforts to provide the Services in compliance with our Service Level Agreement.

Except for this warranty, we disclaim any and all other warranties, express or implied, relating to the Services, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We specifically disclaim any warranty that the operation of the Service will be uninterrupted or error free.

You are solely responsible for implementing adequate firewall, password and other security measures to protect your systems, data and applications from unwanted intrusion.

1. Consideration

15.1 Infra Credit Prepaid Customers

If you are an Infra Credit Prepaid Customer, we will raise an invoice for an amount equivalent to the amount paid by you under your Customer Account for purchase of infra credits, subject to deduction of applicable taxes, including GST.

15.2 Other Customers

If you are not an Infra Credit Prepaid Customer, we will raise an invoice against you as per the applicable billing period, and you will be required to pay all fixed fees/charges contained in such invoice, including Variable Usage Charges, if applicable.

15.3 You must provide current, complete and accurate billing information in your Customer Account and must promptly update all such information in the event of any changes.

15.4 If you are an Inactive Customer and there are any prepaid infra credits, free credits or coupons in your Customer Account, we will have the right to invalidate such credits after following the applicable notice process.

15.5 If you require any changes to be made to the particulars, services and charges mentioned in the invoice raised by us, you should intimate us via email at support@cloudy4.ca within 7 days of receipt of such invoice.

15.6 All fees/charges required to be paid to us for the Services shall be payable in the currency in which the invoice has been raised by us.

15.7 Escalation of Charges

We reserve the right to revise the prices of any existing service plan and/or discontinue any existing plan or change its features, at our discretion.

15.8 All payments shall be made by direct transfer (NEFT/RTGS), cheque or demand draft, drawn in favour of “Cloudy4 Web Services Inc.” payable at Toronto.

All invoices raised against you will be due and payable as per the due dates / credit terms mentioned in the invoice and you will be liable to pay interest at the rate of one and half percent (1.5%) per month on all overdue and unpaid invoices.

15.9 We may use third-party payment processors/payment gateway partners to receive payment through the payment account(s) linked to your Customer Account.

15.10 If you fail to pay amounts due under the invoices raised by us by the respective due dates, then we will be entitled to take suitable legal action in accordance with Applicable Law against you to recover outstanding dues.

15.11 If any amount is withheld by you from payments due to us pursuant to any statutory requirement, you should remit such amount to the appropriate Government Authorities and promptly furnish signed documentary evidence/certificate supporting such withholding to us.

15.12 We shall have the right to require you to pay the full invoice amount along with applicable TDS and you will have the right to claim a refund of the requisite TDS amount paid to us on submitting the required duly signed TDS certificate(s), within the statutory timelines.

15.13 All fees payable by you shall be exclusive of goods and services tax (“GST”). We may charge and you will be required to pay GST and/or other taxes applicable to all payments required to be made toward our Services.

15.14 If your payment on any invoice raised by us is not received by us on account of disruption in banking services for whatever reason, we shall be entitled to suspend and further de-provision your services.

1. Confidentiality

16.1 You should safeguard and keep confidential Cloudy4 Web Services Inc. Confidential Information using measures that are equal to the standard of care used by you to safeguard your own Confidential Information of comparable value, but in no event less than reasonable care.

1. Security And Disclosure Of Customer Data

17.1 Security Measures

You will be solely responsible to patch your systems regularly with security updates of operating systems, web server/DB or any other software in use on servers/services, maintain highest levels of input sanitation on your web applications and in general keep any protected data encrypted.

We will, on a best-efforts basis, implement reasonable and appropriate measures designed to help you secure your Customer Data against accidental or unlawful loss, access or disclosure.

You shall remain responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of your Customer Data.

17.2 Disclosure of Customer Data

Notwithstanding that we may have access to the servers allocated to you for availing the Services, we do not by default maintain copies of Customer Data and/or logs of Customer activities on our platform or servers, unless expressly mandated by Applicable Law.

We will not disclose Customer Data to any Third Party, unless required to do so for the purpose of providing the Services to you or pursuant to an order or demand duly made by a Government Authority.

1. Suspension Of Services

18.1 We may, in our sole discretion, suspend the Services, in whole or in part, without liability if:

1. You fail to pay the Fees/Charges due and payable by the due date.
2. You are an Infra Credit Prepaid Customer and run out of infra credits.
3. You or your End User violates these Terms and/or Company Policies.
4. You fail to reasonably cooperate with our investigation of suspected breaches.
5. We reasonably believe that our cloud platform has been accessed or manipulated by a Third Party.
6. We reasonably believe suspension is necessary to protect our environment.
7. You or your End User breaches Clause 8.
8. We are obligated to suspend Services pursuant to Applicable Law or Government Authority order.
9. Your use poses a security risk to us, the Services or any Third Party.
10. You have ceased to operate in the ordinary course or become subject to insolvency proceedings.

18.2 If we are providing the servers, we may restrict access to Customer Data stored on our servers during any suspension of Services.

18.3 Payments to be made for reactivation of services may include outstanding invoices, invoices not yet due, applicable TDS amounts, reactivation fees and interest at 1.5% per month on overdue amounts.

18.4 You will remain responsible for all fees and charges incurred till the date of De-Provisioning of Services irrespective of whether or not you have used the Services.

18.5 At our sole discretion, we may disable your access to the Services, including your access to Customer Data as a consequence of the suspension of Services.

18.6 If you have multiple accounts, any suspension of Services may be grounds to suspend access to all customer accounts at our sole discretion.

18.7 We shall have the right to suspend the Services being rendered to you after providing notice if we suspect that your Customer Account is linked in any manner with another customer account which has been suspended.

18.8 Services once suspended due to non-payment shall be restored only when the outstanding payment is credited in our bank account and may take up to 48 hours to reactivate properly.

18.9 Consequences of Deprovisioning

After De-Provisioning, running subscribed services will be decommissioned, all Customer Data on servers including backups, if any, will be deleted and resources allocated to you will be released.

18.10 In the event we take any action pursuant to this Clause, we shall have no liability towards you or anyone claiming by or through you, subject to Applicable Law.

1. Indemnification

19.1 You shall defend, indemnify and hold harmless the Indemnified Parties from and against any and all Claims and/or Losses arising out of or relating to:

• breach of these Terms by you, your representatives or End Users;
• violation of Company Policies or Applicable Law;
• non-payment of applicable taxes including GST, TDS or other taxes;
• breach of security measures by you, your representatives or End Users;
• a dispute between you and your End User;
• alleged infringement of Third-Party IPRs by the Customer Data.

1. Termination

20.1 If you want to terminate/de-provision our Services, you should write to us at info@cloudy4.ca for manually provisioned services or, in case of Services availed through Self Service Portal, you may terminate/de-provision the same through your Customer Account.

20.2 If you fail to make due payments or fail to deposit TDS and provide the required certificate within statutory timelines, we retain the right to suspend and de-provision the Services.

20.3 We shall have the right to terminate your access to the Services at our sole discretion if we are of the opinion that you have used the Services fraudulently, unlawfully or abusively, in breach of Applicable Laws, committed material breach of these Terms, or otherwise pose risk to us, our Services, resources or customers.

20.4 We may terminate the Services at our sole discretion if you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or become the subject of insolvency, reorganization, liquidation or similar proceedings.

20.5 Effects of Termination

• On termination of Services, we will remove electronically stored data from our facilities, including Customer Data and backups, if any.
• If we are providing the servers, we reserve the right to re-format/delete/ de-provision/remove servers.
• You shall remain responsible for all fees and charges till the date of deprovisioning.
• You should immediately return or destroy Confidential Information pertaining to us as instructed.
• All provisions intended by their nature to survive termination shall survive.

20.6 Handover of Data

Upon termination, we may at our sole discretion assist you in transitioning Customer Data to an alternative technology or cloud service provider for an additional charge and under separately agreed terms.

1. Proprietary Rights

We or our licensors own all rights, title, and interest in and to the Services and underlying software, and all related technology and IPRs.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services.

You acknowledge that we will be required to use your logo, trademark and entity name for the limited purpose of identifying you in our records, marketing materials, the Website and client database.

You hereby grant us permission to include your name, logos, and trademarks in our clientele, promotional and marketing materials and communications.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Websites and Services (“Feedback”), then you hereby grant to us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose.

1. Miscellaneous

22.1 Entire Agreement

These Terms, together with Company Policies and any other documents expressly referred herein, constitute the entire understanding between the parties with respect to the subject matter hereof.

22.2 Force Majeure

We will not be responsible for delays or damages that may occur due to any act, omission or delay caused by a Force Majeure Event.

22.3 Email Communication

You agree that any notices, agreements, disclosures, or other communications that we send to you electronically through email will satisfy any legal communication requirements, including that those communications be in writing.

You are responsible for ensuring that the email address associated with your Account is accurate and current.

22.4 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

22.5 Assignment

You may not assign, transfer or delegate any of your rights and obligations under these Terms, in whole or in part, without our prior written consent. We may assign, transfer or delegate our rights and obligations without notice or consent.

22.6 No Waiver

Neither party will be treated as having waived any rights by not exercising or delaying the exercise of any rights under this Agreement.

22.7 Severability

If any part of the Terms is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

22.8 Non-Solicitation

You shall not, directly or indirectly, solicit our employees who are on our panel/rolls to leave their respective employment/business engagements during the period you are using the Services and for 2 years after termination of Services.

22.9 Governing Law

These Terms shall be governed and construed in accordance with the Applicable Laws of North America. Subject to Clause 22.10, the courts at Toronto shall have exclusive jurisdiction over disputes arising out of or in relation to these Terms.

22.10 Dispute Resolution

In the event of any dispute, claim or controversy arising under, or in relation to these Terms, such dispute shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996.

The dispute shall be settled by a sole arbitrator to be appointed by the parties to the dispute and the seat of arbitration shall be Toronto, North America. The arbitration award shall be final and binding on the Parties and shall be enforceable in any competent court of law.

Contact: support@cloudy4.ca

Website: https://cloudy4.ca/

Company: Cloudy4 Web Services Inc.