1. Legal Agreement

These “Terms of Service” constitute a legal agreement (the “Agreement”) between Cloud Technology Solutions Limited doing business under the trade name CloudPages (“CloudPages”) and the party accepting these terms as provided for below (the “Customer”). If the party entering this Agreement is doing so on behalf of your employer or another entity the term “Customer” includes and references such employer or entity. PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY CLICKING “Accept” BELOW, PURCHASING, REGISTERING FOR, AND/OR USING THE SERVICE IN ANY MANNER, CUSTOMER IS AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Please Contact Us if you have any questions about this Agreement.

2. Service

Under the terms of and subject to the restrictions in this Agreement, including payment of all applicable fees, CloudPages will provide the CloudPages service as further described at www.cloudpagesforwork.com (the “Service”) to Customer during the term of this Agreement. Customer may use and access the Service through Customer’s G Suite administrator account and password. Customer’s rights to use the Service are non-exclusive and non-transferable. Customer may use the Service only for Customer’s own benefit, and not for the benefit of any other third party. CloudPages may from time to time modify the Service and add, change, or delete features of the Service in its sole discretion. Customer’s continued use of the Service after any such changes to the Service constitutes Customer’s acceptance of these changes. CloudPages will use commercially reasonable efforts to notify Customer regarding material changes to the Service.

The Service may be used and accessed solely for Customer’s internal business purposes. Customer may delegate Administrative Access to one or more User through configuration within the Service. Delegated Administrative Access Users will have the right to access administrative capabilities in the Customer’s G Suite domain. Customer acknowledges and agrees that its designated User(s) will have the ability to change and/or remove privileges, properties and data within the Customer’s G Suite Domain and that CloudPages shall have no responsibility or liability related to the use of such function, and Customer shall indemnify and hold CloudPages harmless with respect to any losses, damages, or claims arising therefrom, pursuant to Section 14 below.

CloudPages may at any time suspend Customer’s use of the Service due to breaches of this Agreement, unauthorized third party use, or actual or threatened security breaches. In order to provide the Services, Customer grants to CloudPages the right to access Customer’s data held on its G Suite Domain and information collected pursuant to the Privacy Policy (as defined in Section 5 below) (collectively, the “Customer Data”).

Customer acknowledges and agrees that Customer is solely responsible for:

  1. all use of the Service by Customer’s Administrator(s) or any other employee, agent, or representative of Customer

  2. maintaining the confidentiality of Customer’s Administrators’ user names and passwords.

Customer agrees to notify CloudPages immediately of any unauthorized use of an Administrator’s user name or password, or any other breach of security regarding the Service of which Customer becomes aware. Customer further acknowledges and agrees that CloudPages has no control over and shall not be responsible for any changes by Google to G Suite including, without limitation, such changes which may affect the Service, and Customer shall indemnify and hold CloudPages harmless with respect to any losses, damages, or claims arising therefrom, pursuant to Section 14 below. Customer agrees that, as condition to the rights granted in this Agreement and to Customer’s on-going use of the Service, CloudPages has the right and license to automatically and remotely install updates, upgrades, and modifications to the Service and the Software (as defined in Section 6 below). Any action taken by Customer to prevent or limit CloudPages’s ability to do so shall constitute a breach of this Agreement.

3. Customer’s Representations and Warranties

Customer represents and warrants to CloudPages that Customer

  1. has full power and authority to enter into this Agreement, and if the party entering into this Agreement is doing so on behalf of an entity, such party has the full legal authority to bind such entity to this Agreement;

  2. will not violate any local, state, national or international law or regulation in connection with use of the Service, or otherwise use the Service in any way that is in furtherance of criminal, fraudulent, or other unlawful activity;

  3. has all necessary rights and licenses to grant rights in the Customer Data as provided for above and that such Customer Data does not infringe on the privacy or intellectual property rights of any third parties;

  4. will not interfere with or disrupt the Service or servers or networks connected to the Service;

  5. will not violate any codes of conduct, requirements, terms of use, policies or regulations of networks connected to the Service;

  6. will not interfere with or attempt to interfere with any other person’s use of the Service; and

  7. will not use the Service to send or otherwise make available any viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

4. CloudPages’s Representations and Warranties

CloudPages represents and warrants to Customer that CloudPages:

  1. has the full power and authority to enter into this Agreement;

  2. will not violate any local, state, national or international law or regulation in connection with the provision of the Service; and

  3. will provide the Service in accordance with this Agreement subject to the terms and conditions hereof.

EXCEPT AS PROVIDED FOR ABOVE, CloudPages MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; ALL SUCH REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CloudPages MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICE. THE SERVICE IS NEITHER DESIGNED NOR INTENDED FOR HIGH-RISK ACTIVITIES.

Without limiting the generality of the foregoing, CloudPages does not warrant that the Service will operate without interruption or error-free, or that the Service will be totally secure. CloudPages aims to provide the Service operational and available at least 99.95% of the time in any calendar month.  If CloudPages has a material outage ( defined as being completely unavailable for more than 4 continuous hours), CloudPages will credited 5% of the annual subscription fee for each 4 hour increment that CloudPages is unavailable, to a maximum of 15% for any single material outage and 75% over a single year. Customer acknowledges that CloudPages has no control over the functioning of the Internet or any third party applications used in connection with the Service, such as G Suite and Google App Engine etc, and therefore agrees that such outage are outside any crediting of subscription fee. The Customer agrees that the above clause is only valid for the first 3 years of the Service.

CloudPages makes no representations or warranties of any kind regarding the performance of the Internet or any such third party applications. Under no circumstances will CloudPages be held liable for any loss of Customer Data or other materials.

5. Customer’s Covenants

Customer acknowledges and agrees:

  1. to comply with all applicable laws and regulations applicable to use of the Service including, but not limited to, laws and regulations regarding data collection and privacy;

  2. to the collection, use, and analysis of certain Customer Data in accordance with Privacy Policy,

  3. to allow CloudPages to use Customer’s name in CloudPages’s customer list; provided that neither party may make any public statement regarding this Agreement or the parties’ business relationship without the prior written consent of the other party;

  4. to be solely responsible for Customer’s use of the Service;

  5. that the Service is strictly a tool to be used in conjunction with good and reasonable business judgment by competent personnel; and

  6. to comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders (“Export Controls”); Customer warrants that it is not a person, company or destination restricted or prohibited by Export Controls.

6. Intellectual Property

Customer agrees that CloudPages owns all intellectual property rights in and to the Service including but not limited to all software used therein or related thereto (“Software”), trademarks, trade secrets, look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays, and any other proprietary rights associated therewith. Customer shall not copy, modify, reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. Customer further agrees not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party for such third party’s benefit. CloudPages reserves all rights in the Service not expressly granted to Customer hereunder. CloudPages shall have a royalty-free, worldwide, transferable, and perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, or other information provided by Customer relating to the Service.

7. Fees and Expenses

Customer shall pay CloudPages all applicable fees associated with the Service as set forth on the Purchase Order, and in accordance with the terms set forth therein. Fees for credit card orders are payable upon order placement. Invoice orders are due upon receipt and shall be deemed delinquent if not paid within thirty (30) days of the invoice date. All payments under this Agreement are non-refundable and, unless otherwise agreed, shall be made in United States dollars. Past-due payments will be subject to late payment charges of the lesser of:

  1. one and one-half percent (1.5 %) per month, or

  2. the maximum rate allowed by law.

Customer shall be liable to CloudPages for any and all fees and expenses incurred by CloudPages in collecting any amounts payable under this Agreement, including attorneys’ fees.

Customer shall be responsible for all applicable taxes, however designated, incurred in connection with this Agreement, including but not limited to state and local privilege, excise, sales, VAT, and use taxes and any taxes or amounts in lieu thereof paid or payable by CloudPages, but excluding taxes based upon the net income of CloudPages. If a payment is not made in accordance with this Section 7, CloudPages reserves the right to, in its sole discretion, either

  1. suspend Customer’s access to the Service, without liability to Customer, until payment is made in full, or

  2. terminate this Agreement upon notice to Customer.

CloudPages has the right to change payment terms, including by requiring upfront payment for the Service, in its discretion, based on Customer’s payment history and/or financial status.

8. Reasonable Use

Customer acknowledges and agrees that this Agreement, the provision of the Service, and the fees charged by CloudPages are premised and conditioned on certain average Domain Assets per user metrics. In the event Customer materially exceeds such metrics, CloudPages shall notify the Customer of such fact and the parties shall cooperate in good faith to address the matter, including, without limitation, through a modification of the fees charged for the Services. In the event, however, the parties are unable to resolve the matter, CloudPages reserves the right, in its sole discretion, to terminate the Service without liability to Customer.

9. Technical Support Service

CloudPages does not sell maintenance, technical, or other support for the Service or the Software and, therefore, has no obligation to provide any such services. CloudPages expressly disclaims any obligation to provide updates, upgrades, bug fixes, patches or any similar service and Customer acknowledges that CloudPages has no express or implied obligation to do so and are not entering into this Agreement in reliance on any of the foregoing services. CloudPages may, from time to time, provide bug fixes for bugs or other errors logged in to their web based ticketing system using the support link within the application; provided, however, in doing so CloudPages does not obligate itself to do so in future. To the extent Customer seeks any support for or customization of the Service, please contact Cloud Technology Solutions at Lowry House, Manchester, M2 3AW to seek a cost estimate for the request.

10. Term and Termination

This Agreement will be effective as of the date the Customer first accesses or uses the Service and, unless sooner terminated as herein provided, will continue for a period of three (3) years. Thereafter, this Agreement shall automatically renew for successive one (1) year renewal terms, unless either party provides written notice of its intent to terminate this Agreement at least fifteen (15) days prior to the end of the then current term.  The Customer will pay an upfront payment described in the purchase order for ongoing use of the Service. Either party may terminate this Agreement upon thirty (30) days prior written notice if the other party materially breaches any of the terms and conditions of this Agreement and such material breach is not cured within the thirty (30) day period. CloudPages will have the right to suspend Customer’s use of or access to the Service in the event CloudPages determines in its sole discretion that Customer has breached this Agreement. Notwithstanding the foregoing, termination and suspensions relating to late payments by Customer are covered in Section 7 above.

CloudPages may terminate this Agreement without cause upon at least sixty (60) days prior written notice. In such event, Customer will be entitled to a refund of any prepaid amounts for Service not delivered. In the event of agreement termination, CloudPages would make the Source Code available and deploy Source Code to a Google App Engine instance to aid the service being continued internally.

11. Confidentiality

Except as otherwise provided in this Agreement, “Confidential Information” means any information that the disclosing party (“Disclosurer”) desires to protect against unrestricted disclosure by the receiving party (“Recipient”) and that:

  1. if disclosed in tangible or electronic form, is marked in writing as “confidential”; or

  2. if disclosed orally or visually, is designated orally at the time of disclosure as “confidential”.

In either case, Recipient agrees to exercise reasonable care to protect Confidential Information from unauthorized disclosure, which care shall in no event be less than the Recipient gives to protect its own trade secrets. The Recipient may disclose Confidential Information only to its employees or agents who need to know such information and shall inform such employees, by way of policy and agreement that they are bound by obligations of confidentiality. Confidential Information will not include any information that:

  1. is already in the possession of the Recipient without obligation of confidence; or

  2. is independently developed by the Recipient; or

  3. is or becomes publicly available without breach of this Agreement; or

  4. is rightfully received by the Recipient from a third party without obligation of confidence; or

  5. is released for disclosure by the Disclosurer with its written consent.

12. Privacy

CloudPages are committed to protect Customer privacy and the confidentiality of Customer data to the maximum extent permitted by law and/or accepted by industry standards. CloudPages will not access, view or review any accessible Customer private data unless:

  1. either Customer or a government agency or regulatory body specifically requests us to do so;

  2. when performing routine backup and restore operations, virus scan and virus removal, spam and content filtering; or

  3. if such access, view or review is urgent and necessary to protect personal safety, perform troubleshooting, restore systems operation in the event of a server failure, remove illegal or offending (e.g. pornographic, violating our policies, etc.) content or prevent a server failure, Service outage or other damage.

Under no other circumstances will CloudPages access Customer private data or share Customer confidential data with any third parties without Customer prior permission, except to the extent required by law or governmental or regulatory body or necessary to render our services to Customer.

13. Freedom of Information

  1. CloudPages acknowledge that the Customer may be deemed a public authority as defined by Freedom of Information Act 2000 (as amended from time to time) and any subordinate legislation made under it or any superseding enactment and regulations (the “FOI Legislation”) and therefore recognizes that the Customer may be the subject of a request for information made by any person to the Customer.

  2. Customer will inform CloudPages whenever it receives a request for information or class of information relating to this Agreement or otherwise relating to the Company which has been designated as falling within an exemption to disclosure under FOI Legislation (“Exempt Information”) setting out:

    1. the nature of the request;

    2. where possible, the identity of the person making the request for information;

    3. what Exempt Information is covered by the request;

    4. whether the Customer intends to disclose the information requested (including the intention to disclose any Exempt Information); and

    5. a reasonable timescale in which CTS must make any representations to the Customer or express any objection to the disclosure of the Exempt Information.

    6. In the event that the Customer discloses any Exempt Information pursuant to this Clause such disclosure shall not be deemed to be a breach of Section 11 of this Agreement.

  3. This Clause shall survive the expiry or termination of this Agreement.

14. Indemnification

Customer, at its expense, shall indemnify, defend and hold CloudPages and its officers, directors, owners, employees, and affiliates harmless from and against any and all liability, damages, injuries, losses, costs and expenses (including attorney’s fees) arising out of or relating to Customer’s use of the Service, including but not limited to liability, damages, injuries, losses, costs and expenses arising from any claims relating to Customer’s breach of any representations, warranties, or covenants in this Agreement.

15. Liability

The limit of CloudPages’s liability (whether in contract, tort, negligence, strict liability in tort, or by statute or under any other theory of law) to Customer or to any third party concerning performance or non-performance by CloudPages, or in any manner related to this Agreement or the Service, for any and all claims shall not exceed in the aggregate the fees paid by Customer to CloudPages hereunder with respect to the Service at issue during the Term in which the relevant cause of action accrued. In no event shall CloudPages be liable for special, consequential, incidental, indirect or punitive loss, damage or expenses whether arising in contract or tort (including but not limited to lost profits, loss of data, or the cost of recreating lost data), even if it has been advised of their possible existence. The allocations of liability in this Section represent the agreed and bargained for understanding of the parties and CloudPages’s compensation reflects such allocation. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy.

16. Dispute Resolution

The parties agree to work together in good faith to resolve any dispute regarding this Agreement internally and by escalating it to higher levels of management and optional mediation, prior to resorting to binding arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, that cannot be resolved by good faith negotiations shall be finally settled by binding arbitration conducted in the English language in England, (UK). The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this Section to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights hereunder through specific performance, injunction or similar equitable relief. This Agreement shall be interpreted, construed, and governed by the laws of England, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

17. Entire Agreement

  1. This Agreement alone shall constitute the entire agreement and understanding made between the parties with respect to the subject matter hereof and shall supersede all prior agreements or discussions between the parties their servants or agents in connection herewith.

  2. No person who is not a party to this Agreement shall be entitled to enforce its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

18. Miscellaneous

Neither party shall be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication or internet service providers. This Agreement (including the purchase order and any attachments hereto specifically agreed by the parties) constitutes the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral communications, understandings or agreements with respect to its subject matter. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement. Customer shall have no right to assign this Agreement or any of Customer’s rights or obligations hereunder. CloudPages may assign this Agreement and any of its rights hereunder to third parties. Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

19. Amendment

Modification or changes to this Agreement but be agreed and signed by CloudPages and the Customer.