Terms of Service

Effective Date: June 08, 2018

We, Kloudville Inc. along with its affiliates and subsidiaries (collectively “Kloudville”), will provide you with our technology, solutions, platform, and services (collectively “Services”) in accordance with the following terms and conditions (the “Terms of Service”). Any new feature, product, tools, or service which is added to the current services will also be subject to the Terms of Service. We reserve the right to update and change the Terms of Service by posting updates and changes to the Kloudville website (the “Website”). You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

You must read, agree with and accept ALL the terms and conditions herein, including Kloudville’s Acceptable Use Policy (“AUP”) and Privacy Policy, and, if applicable, the Data Processing Addendum (“DPA”) before you may become a Kloudville user.

Simplified summaries are provided for convenience only and are not legally binding commitments. Please refer to the actual terms and conditions of the Terms of Service for your legal requirements. By using the Services, you are agreeing to these terms without alteration or modification.

1. Account Terms

  1. To access and use the Services, you must register for a Kloudville account or a Kloudville administrative account (collectively, the “Account”). You will identify a username, password, email, your full legal name, and optionally your work or mobile (cell) number for your Account. We reserve the right to refuse registration of, or cancel passwords we deem inappropriate, in our sole discretion.
  2. You acknowledge that we will use the email address you provide as the primary method for communication to you.
  3. You are responsible for keeping your password secure. Kloudville cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account or password.
  4. You are responsible for all activity and Content (as defined in the AUP) in connection with your Account.
  5. A breach or violation of any terms in the Terms of Service, including the AUP, as determined in our sole discretion may result in an immediate suspension or termination of your services.

For online signups only (Section 1.6 to 1.7)

  1. Subject to Section 1.7, the person signing up for the Services will be the contracting party (our “Customer”) for the purposes of our Terms of Service.
  2. If you are signing up for the Services on behalf of your employer, your employer will be the Customer and you represent and warrant that you have authority to bind your employer to the Terms of Service.

2. General

You must read, agree with and accept ALL the terms and conditions herein, including the AUP and the Privacy Policy.

  1. Technical support is only provided to Account holders in good standing and is available as per the Technical Support Terms.
  2. The Terms of Service are governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflict of laws. The parties (you and us) irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The UN Convention on Contracts for the International Sale of good will not apply to these Terms of Service and is hereby expressly excluded.
  3. You acknowledge that Kloudville may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the Website, available at http://www.kloudville.com/legal/tos and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to the Website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Services.
  4. We will provide you with the Services using all commercially reasonable efforts subject to the Service Level Terms, and you represent and warrant to use the Services solely for the Purpose (as defined in your Kloudville Subscription Order Form or through your online signup). You may not use the Services for any illegal or unauthorized purpose, nor may you, in the use of the Services, violate any laws in your jurisdiction (including by not limited to copyright laws), the laws applicable to you in your end-clients jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules, and regulations in your use of the Services.
  5. You will not, directly or indirectly; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
  6. You shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use our Kloudville or our Trademarks and/or variations and misspellings thereof.
  7. You acknowledge that your use of the Service, including information transmitted to or stored by us, is governed by our Privacy Policy.

3. Confidentiality; Proprietary Rights

  1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Our Proprietary Information includes non-public information regarding features, functionality and performance of the Services. Your Proprietary Information includes non-public data provided by you to us to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
  2. You shall own all right, title and interest in and to your data and information, as well as any data or information that is based on or derived from your data and information and provided to you as part of the Services.
  3. We shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
  4. Kloudville shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with you to promote the Services.

4. Payment of Fees

  1. You will pay us the then applicable fees (either in the Order Form or your online signup) for the Services, Implementation Fees (if any), or Additional Professional Fees for additional Statements of Work, or Transaction Fees (collectively “Fees”). We will charge your credit card, if we have it on file with your authorization, or we may choose to bill through an invoice. Unpaid overdue amounts are subject to a finance charge to 2% per month (or maximum permitted by law, whichever is lower). You may also be subject to all collection expenses if incurred.
  2. We may terminate the Services if you a consistently late on your payments or if you have not been making payments for an unreasonable amount of time, the determination of which will remain solely in our discretion.
  3. Service Fees are paid in advance and will be billed in monthly internals (or such internal as per your Order Form). You may be subject to a transaction fee of 3%, if you elect to pay by authorized credit cards (“Transaction Fees”). Unless otherwise indicated, all Fees are in U.S. dollars, and all payments shall be in U.S. dollars.
  4. We reserve the right to change the Fees and to institute new charges and fees at the end of your Initial Service Term or the then-current renewal term. We will give you a thirty (30) day notice.
  5. If you believe that we have billed your incorrectly, you must contact us no later than thirty (30) days after the charge/invoice in which you believe the error or problem appeared, in order to receive an adjustment or credit.

5. Term and Termination

  1. Subject to section 5.2, your agreement with us is for the Initial Service Term (as specified in your Order Form or your online signup) and shall be automatically renewed for additional terms of one (1) year each (collectively “Term”). These Terms of Service are binding for the duration of Term.
  2. Either party may terminate the Services upon thirty (30) days’ notice (or immediately in case of nonpayment), if the other party materially breaches any terms or condition in the Terms of Service.
  3. You must pay in full for the Services up to and including the last day on which the Services are provided.
  4. Fraud: Without limiting any other remedies, we may suspend or terminate your Account and Services if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of Services.
  5. Upon termination for any reason:
    1. We will cease providing you with the Services and you will no longer be able to access your Account;
    2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
    3. any outstanding balance owed to us for your use of Services through the effective date of your termination will be immediately become due and payable in full; and
    4. your instance/portal will be taken offline.

6. Kloudville Rights

  1. We reserve the right to modify or terminate the Services or part of the Services for any reason, without notice at any time.
  2. We reserve the right to refuse service to anyone for any reason at any time.
  3. We may, but have no obligation to, remove Content and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered by you through the Services or the Content in your Account violate our Acceptable Use Policy or these Terms of Service.
  4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Kloudville customer, employee, member, director, or officer will result in immediate Account termination.
  5. We reserve the right to provide our services to your competitors and make no commitment of exclusivity in any particular market segment. You further acknowledge and agree that Kloudville employees, contractor, or subcontractors may also be Kloudville customers and that they may compete with you, although they may not use your confidential information in doing so.

7. Limitation of Liability

  1. You expressly understand and agree that we shall NOT be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, date or other intangible losses resulting from the use or inability to use the Services.
  2. In no event shall we be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
  3. You use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” (subject to Service Level Terms) basis without warranty or condition, express, implied or statutory. Subject to Service Level Terms, we do not warrant that the Services will be uninterrupted, timely, secure, or error-free.
  4. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

8. Waiver and Complete Agreement

  1. The failure of Kloudville to exercise or enforce any right or provision of these Terms of Services shall not constitute a waiver of such rights or provision.
  2. These Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and Kloudville and govern your use of the Services, superseding any prior agreements between you and us (to the extent of use of Services) including, but not limited to, any prior versions of the Terms of Service.

9. Third Party Services

  1. We may, from time to time, refer you to third-party vendors for specific products or services in connection with Statements of Work raised by you. As such vendors are not subcontractors to Klouville, it shall be your sole responsibility to select and negotiate with such vendors for the purpose of Statements of Work. We may assist you in product selection, developing delivery schedules, and review of proposals, to the extent that you and Kloudville mutually agree to do so. Notwithstanding any other provision of these Terms of Service, under no circumstances shall we be responsible for such third-party products or services. We provide no warranty of any kind with respect to such products and services.
  2. Under no circumstances shall we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any third-party services or your contractual relationship with any third party. These limitations shall apply even if we have been advised of the possibility of such damages. The foregoing limitations shall apply fully permitted by applicable law.
  3. You agree to indemnify and hold us and (as applicable) our partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a third-party service or your relationship with a third party.
  4. Subject to our Privacy Policy, we may use some third-party service providers to provide you with the Services. You agree to permit us, and not to revoke consent, to send your data to those third-party services in connection with the Services.

10. Privacy and Data Protection

  1. We are firmly committed to protecting the privacy of your personal information and the personal information of your end-clients. By using the Services, you acknowledge and agree that Kloudville’s collection, usage, and disclosure of this personal information is governed by our Privacy Policy.
  2. Additionally, if: a) you are established in the European Economic Area (EEA); b) you provide goods or services to your end-clients in the EEA through the Services; or c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Kloudville’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.

Kloudville Inc.
5945 Airport Road, Suite 266
Mississauga, ON L4V 1R9