Cloud Clarity Ltd (Trading as Migration Monster) terms and conditions

Cloud Clarity Ltd (Trading as Migration Monster) terms and conditions

CUSTOMER {The organisation using our services}

SERVICE PROVIDER {Cloud Clarity Ltd (Trading as Migration Monster)  }

This Agreement (“Agreement”), governs the use by Customer of the services provided by Service Provider.

  1. Service Provider agrees to provide the Services, and Customer agrees to pay for the Services and comply with the terms and conditions set forth in this Agreement.
  2. For each User, Customer will be provided a user name (User ID) and password, which enables the number of Customer's Users to access the Services.
  3. Service Provider grants to Customer a limited, non-exclusive, terminable, non-transferable license to access the Services through the System, or by any other means on which the parties may agree, and to use the Services, subject to the Terms of Purchase.
  4. This Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. In the event of a direct conflict between the terms of this Agreement and the terms of the then-current Terms of Use, the terms of the Agreement shall control.
  5. Customer represents and warrants that Customer has all necessary authorisation to purchase and pay for the Services indicated on our websites.
  6. Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access for access to the Services. Customer agrees to provide, install and maintain, at Customer's expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Service Provider from time to time. Customer shall be responsible for ongoing charges for Customer's own use of such data communication lines.
  7. Any provisions contained in Customer's own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of these Services.

Terms of Purchase and Use

PLEASE READ CAREFULLY BEFORE PURCHASING THE SERVICES.

BY PURCHASING AND/OR ACCESSING AND USING THE SERVICE AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.

 

 

Purchase of Services

Services; Grant of Rights

If Services are purchased, Service Provider grants you and your staff (collectively, the “Users”), for the Term of Service indicated a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided through the Service subject to these Terms of Purchase and Use. The Service may include download areas and product information provided by Service Provider or third-party vendors. All Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Purchase and Use. All rights not expressly granted to you and your Users pursuant to Agreement are reserved to Service Provider, and all uses of the Service not expressly permitted hereunder are prohibited.

Permitted and Prohibited Use

Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the Services, not to use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Users may not use the Service in any manner that could damage, disable, overburden, or impair any Service Provider server, or the network(s) connected to any Service Provider server, or interfere with any other party's use and enjoyment of any of the Services. You and your Users may not attempt to gain unauthorised access to any part of the Services, other accounts, computer systems or networks connected to any Service Provider server or to any part of the Services, through hacking, password mining or any other means. You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Except as expressly set forth herein, you and your Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Services' control or security systems, or allow or assist a third party to do so.

Suspension of Service. Service Provider may at any time suspend (or require that you suspend) the access of Users to the Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Service Provider or you have has reason to suspect any such User is engaged in activities that may violate these Terms of Purchase and Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Service Provider, your organisation, your and our respective network or facilities, or other Users. Service Provider shall not be liable to any User for suspension of Service, regardless of the grounds.

Ownership; Subscriber and User Submissions

As between you and your Users and Service Provider, the Services, any material or information provided pursuant to the Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Service Provider, its agents or contractors, are the property of Service Provider, and are protected by United Kingdom and international copyright, trademark and patent laws, as applicable. By using the Services, neither you nor your Users gain any ownership interest in such items.

Service Provider does not claim ownership of the information you or your Users provide for the use and operation of the Services including the data processed through the service providers systems . Service Provider and its vendors and contractors will use such information and data to operate and administer the Services. In addition, Service Provider may after seeking permission from the customer, retain, analyze, use and share such information in anonymous form for general business purposes.

Service Provider reserves the right to upgrade, modify, replace or reconfigure the Services at any time, provided that you will be provided at least fourteen (14) days' advance notice for changes that materially and adversely affect any use of the Services. Service Provider shall not be liable for any loss or damage of any kind during such work. All running projects must be stopped until such changes have been completed

Service Provider may also change the fee schedule, support terms, and service level agreements for the Services subject to at least thirty (30) days' advance notice. Any such notice may be given and shall be effective if provided in an email sent to your account representative.

Service provider reserves the right to carry out emergency upgrades, modifications and reconfigurations for security and availability reasons without prior warning. Service Provider will provide as much warning as possible and shall be provided in an email sent to your account representative. Service Provider shall not be liable for any loss or damage of any kind or for any consequences as a result of this action.

Links to Third Party Sites

The Service may provide links that allow you or your Users to leave Service Provider's site and/or access third party websites. The linked sites in many cases are not under the control of Service Provider and Service Provider is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Service Provider is not responsible for webcasting or any other form of transmission received from any linked site. Service Provider provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Service Provider of the site.

Use of Passwords; Internet

You are responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each User must have a valid username and password for the purpose of accessing the Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred without your consent and control.

You and your Users are responsible for maintaining the confidentiality of that User's username and password. You and your Users are responsible for any and all activities that occur under all your Users' accounts. You agree to notify Service Provider immediately of any unauthorised use of your Users' accounts or any other breach of security. Service Provider will not be liable for any loss that you or a User may incur as a result of someone else using your Users' passwords or accounts, either with or without the applicable Users' knowledge.

Service Provider does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User's sole responsibility and the responsibility of Internet provider(s) you select. Service Provider does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.

Communications from Service Provider

Service Provider may periodically contact you or Users for customer service purposes. By accessing the Services, you and each Use consent to receive such communications. You agree that Service Provider may reference its business relationship with you in its marketing or sales materials.

Taxes

You agree to accept responsibility for paying and reporting all taxes, however designated, levied or based on account of the purchase price of the You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser's failure to report or pay such taxes.

Notice Specific to Software Available with the Services

Any software that is made available to download from the Services (“Software”) is the copyrighted work of Service Provider and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). In some cases, you or a User may be unable to install any Software that is accompanied by or includes a License Agreement, unless you first agree to the License Agreement terms.

The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

Changes to Terms of Use

SERVICE PROVIDER RESERVES THE RIGHT TO CHANGE THESE TERMS OF PURCHASE AND USE FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN THE SERVICE PROVIDER POSTS THE REVISED TERMS OF USE AS PART OF THE SERVICE OR ON ANY RELATED WEBSITE. THE MOST CURRENT VERSION OF THE TERMS OF USE CAN BE REVIEWED BY CLICKING ON THE “TERMS AND CONDITIONS” HYPERTEXT LINK LOCATED IN THE PURCHASE PAGE FOR THE SERVICE. USERS SHOULD REVIEW WHEN PURCAHSING THE TERMS OF USE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS OF USE SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF USE SHALL SUPERSEDE ALL PREVIOUS VERSIONS.

Termination of the Agreement; Effect of Termination or Expiration

In the event that you breach any term of the Agreement, or you or your Users breach these Terms of Purchase and Use, and such breach is not cured within 10 days after receipt of notice thereof from Service Provider, Service Provider may terminate the Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.

Upon expiration or prior termination of the Agreement, all rights granted herein shall revert to Service Provider. All access to and use of the Services by Users must then cease, and all materials, applications and tools downloaded from the Service must be erased, deleted, or destroyed.

No Warranties, Limitation of Liability

THE SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. THE SERVICE PROVIDER DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE SERVICES.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SERVICE PROVIDER OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SERVICE PROVIDERS OBLIGATIONS HEREUNDER. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.

Service Provider and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the Services. You and your Users release and waive all claims against Service Provider, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (the “Service Provider Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users' use of the Services.

Subscriber Representations

You represent and warrant that (i) you have full power and authority to enter into the Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Purchase and Use; (ii) only you and your Users shall per permitted to access the Services and any related tools, applications, information and materials provided in connection with the Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorisations necessary for the purchase and intended use of the Services.

Reporting Infringement

By accessing and/or using the Services, Users agree to report to Service Provider all claims or suspected claims of copyright or other infringement of Service Provider's intellectual property or other proprietary rights. Claims of infringement should be directed to the directors of the Service Provider.

Miscellaneous.

Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party's reasonable control shall not be a breach hereof.

Service Provider shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, breakdowns, delays, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Purchaser, or by any cause beyond your reasonable control.

If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.

No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.

Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.