Terms of Service

1. OVERVIEW

These Universal Terms of Use ("Terms of Use") are entered into by and between (1) Cloudiway SASU a French Corporation, or alternatively Cloudiway LLC if the Website (as defined below) or Services (as defined below) are accessed or used from the United States of America or Canada, ("Company", "we" or "us") and (2) you or the entity that you represent (hereinafter "You" or "your"), and is made effective as of the date of your use of this website or the date of electronic acceptance. The following terms and conditions, together with any documents they expressly incorporate by reference, govern (i) your access to and use of Cloudiway.com, including any content, functionality and services offered on or through Cloudiway.com (the "Website"), whether as a guest or a registered user and/or (ii) the services purchased or accessed through this Website (individually and collectively, the "Services"), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services, such as the Software as a Service Agreement or Support Services Agreement. Additional terms and conditions applying to specific portions, services or features of the Website are hereby incorporated by this reference into these Terms of Use.

Please read the Terms of Use carefully before you start to use the Website. These Terms of Use address (i) your general use of the Website and the Services, and (ii) specific terms that govern your use of the Migration Services, Support Services, Evaluation Licenses, and Beta Services. Whether you are simply browsing or using this Website or purchase Services, your use of this Website and your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by these Terms of Use, along with the following policies and the applicable product agreements, which are incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

2. GENERAL TERMS OF USE OF THE WEBSITE AND THE SERVICES

User Sign up Obligations

To access the Services, you are required to register for a user account through the Website. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, register for user accounts by providing your corporate contact information. By creating a user account you agree to:

• provide true, accurate, current and complete information about yourself as prompted by the sign up process; and
• maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete.

If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may terminate your user account and refuse current or future use of any or all of the Services.

Inactive User Accounts Policy

Unless specific arrangement have been agreed in writing between You and the Company, we reserve the right to terminate user accounts that are inactive for a continuous period of 90 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and backup of your data by email. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity.

In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

Ordering Services

You may order the Services through an online registration or order form approved and authorized by us (each an "Order Form"). Any order for the Services made pursuant to an Order Form is subject to the terms of this Agreement.

Our standard Order Form provides the Services on a monthly or yearly subscription basis. The initial subscription term for a Service (the "Initial Subscription Term") will be specified in the Order Form. Your subscription will be automatically renewed at the end of each subscription period (a "Renewal Term") unless you notify us in writing seven days before the then current term is due to expire, that you do not wish to renew the subscription.

Alternatively, some Services are provided for a limited number of users on a flat fee basis for an unlimited licensing period (the "Unlimited License Period").

An Order Form may contain additional or different terms, conditions, and information regarding the Services you are ordering as authorized and agreed to by us. In the event of any conflict or inconsistency between this Agreement and any Order Form authorized and agreed to by us, the applicable Order Form controls and governs over this Agreement, to the extent necessary to resolve the particular conflict or inconsistency only. We will provide the Services set forth in your Order Form and standard updates to the Services that we make generally available at no additional cost to similarly situated customers in the same geographic region during the applicable Initial Subscription Term or then-current Renewal Term. We may, in our sole discretion, (i) discontinue the Services, or (ii) modify the features or functionality of the Services or software.

Access and Use; Software License

Access and Use; Software License. Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term, then-current Renewal Term, or Unlimited License Period, the Services as set forth on each applicable Order Form. If access to or use of any portion of the Services requires or allows for you to download, use, or install our software ("Software"), we grant you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Initial Subscription Term, then-current Renewal Term, or the Unlimited License Period.

Documentation License. Subject to the terms and conditions in this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license for you to use Company-provided product and services documentation ("Documentation") solely in connection with use of the Services or Software during the applicable Initial Subscription Term, then-current Renewal Term, or Unlimited License Period.

Ownership. You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of the Company. The Software may include code that is licensed to you under third party license agreements, including open source software made available or provided with the Software. Without limiting the generality of the foregoing, we own all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services or Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and "know-how" embodying the Services and Software. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in the Company. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a "work made for hire," as that term is defined in 17 U.S.C. § 101.

Payments and Charges

Charges. You agree that We may charge your credit card, debit card, or other payment mechanism selected by you and approved by us ("Payment Method") for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account ("Charges"). As provided in this Agreement, unless otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees. You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that we submit to your chosen Payment Method before we could reasonably act on your changes. Additionally, you agree to permit us to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. We further reserve the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize us to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.

Non-Cancelable and Non-Refundable Charges. You agree that all payments are non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and are final and non-refundable, unless otherwise agreed to by us, required by Law, or set forth in your Order Form.

Changes to Pricing. We may change prices for the Services at any time, in our sole discretion. For changes to your Charges, we will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a "Rate Change Notice"). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.

Promotional Rates and Discounts. Prices specified in an Order Form may include a promotional rate, discount, sale, or special offer, which may be temporary and may expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an Order Form or as required by applicable Law. We reserve the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.

Collection of Charges. You agree that if we are unable to collect the Charges for the Services through your Payment Method, we may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs, and attorneys' fees. You further agree that, to the extent not prohibited by applicable Law, we may collect interest at the lesser of 1.5% per month or the highest amount permitted by Law on any Charges not paid when due.

Termination or Suspension for Nonpayment. Without limiting our rights in any other section of this Agreement, if any failure to pay Charges continues for fifteen (15) calendar days following the due date, we may, on written notice, suspend or disconnect your Services, and may terminate this Agreement if the failure continues for a further fifteen (15) days.

Billing Communications. You agree that we may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.

Withdrawal; Cooling-Off Period. If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights.

Taxes

Taxes and Fees. Unless otherwise expressly specified by us as required by applicable Law, all prices shown by us and Charges for the Services on your account are exclusive of Taxes and Fees. "Taxes and Fees" means all applicable sales, use, environmental or regulatory taxes (including VAT), fees, tariffs, duties (including customs duties), or other charges, surcharges or assessments of similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing) levied on or otherwise associated with the provision of the Services to you or your use thereof.

Where applicable, Taxes and Fees will be charged on the invoices issued by us in accordance with applicable Laws. We, in our sole discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such amounts without notice to you.

Term and Termination

Term; Automatic Renewal. Each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your Order Form expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal Term for the Services will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term, as the case may be, unless either party provides written notice of termination or modification of the Services provided under such Order Form (i) at least thirty (30) calendar days prior to the commencement of the next Renewal Term, or (ii) within the notice period required by applicable Law (collectively, (i) and (ii), the "Renewal Notice Period"). In order to terminate or modify the affected Services, you must provide notice to us, via the Website (if available for your account) or in an email to [email protected], in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.

Customer Termination. You may terminate your subscription at any time through our Website. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice. You may terminate this Agreement by providing written notice of termination if we have materially breached this Agreement and have not cured such material breach within thirty (30) business days of our receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend we have breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.

Company Termination Rights and Suspension. Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, we may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If we choose to suspend your Services and the failure to comply continues, we may exercise any or all of its termination rights. Additionally, we may terminate this Agreement, for any reason or no reason, upon thirty (30) business days' advance notice, in which case we will refund to you, on a pro rata basis, any Charges prepaid in respect of the unexpired portion of the then-current Initial Subscription Term or Renewal Term.

Effect of Termination or Suspension. Upon any termination of this Agreement, you must cease any further use of the Services and software. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that we may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by France, United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

Cloudiway, Cloudiway logo, MigrationAsAService, MigrationAsAService logo, the names of individual services and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website or the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website or the Services:

• In any way that violates any applicable law or regulation (including, without limitation, any laws regarding the export of data or software to and from the European Union, the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Cancellations and Refunds

If you purchased or acquired a license to use the Services from us, then there are no cancellations or refunds, except as provided in this Agreement or as required by law.

To the fullest extent permitted by applicable law, we reserve the right to refuse or cancel purchases or attempted purchases at any time and in our sole discretion.

Licenses for single-use cloud migration are non-refundable and do not have an expiration date. Once purchased, these licenses may be used at any time and are not subject to cancellation or refund. However, at Cloudiway's sole discretion, unused single-use migration licenses may be converted into credits, which can be applied toward future purchases of Cloudiway products or services.

Personal Information and Privacy using the Services

Personal information you provide to Company through the Service is governed by Cloudiway Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Cloudiway Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to [email protected] or by calling us on any of the numbers listed on https://cloudiway.com/contact/. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

Communications from Company related to Services

The Service may include certain communications from Company, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

Disclaimer of Warranties

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

THE COMPANY AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY:

• SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY;
• UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF SYSTEM DATA, CUSTOMER CONTENT, OR CUSTOMER DATA;
• COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF THE SERVICES;
• A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE;
• OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES; OR
• DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.

THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE DAMAGES APPLY TO ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY, ITS AFFILIATES, OR OUR LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY BE INCURRED BY YOU AND EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES TO YOU TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, except to the extent such claims arise from our breach of these Terms of Use, our negligence or our willful misconduct, including, but not limited to, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

Subject to any contrary express provisions contained in an agreement entered into between an affiliate of the Company (such as Cloudiway LLC) and You, all matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with:

• the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of France or any other jurisdiction), if the Website or Services are accessed or used from the United States of America or Canada, or
• the internal laws of France without giving effect to any choice or conflict of law provision or rule (whether of France or any other jurisdiction), in all other cases.

Subject to any contrary express provisions contained in an agreement entered into between an affiliate of the Company (such as Cloudiway LLC) and You, any legal suit, action or proceeding arising out of or related to this Agreement or the Services or other subject matter hereof, or any transactions contemplated hereby, shall be instituted exclusively:

• in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Miami and County of Miami-Dade if the Website or Services are accessed or used from the United States of America or Canada, or,
• in the competent courts located in the city of Annecy for all other cases,

and, each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party's address set forth herein will be effective service of process for any suit, action or other proceeding brought in any such court.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Anonymized and Aggregated Data

You agree that we may obtain and aggregate technical and other data about your and your End Users use of the Services and Software on a de-identified or anonymized basis ("Aggregated Anonymous Data"), and we may use the Aggregated Anonymous Data in accordance with applicable Law, including to analyze, develop, improve, support, and operate the Services and Software provided to you or other unrelated customers, during and after the term of this Agreement, including to generate industry benchmarks or best practices guidance, recommendations, or similar reports. Aggregated Anonymous Data comprises technical and usage data only. It does not include, and we will not use for these purposes, any content processed by the Services on your behalf, including mailboxes, files, sites, messages, attachments or any personal data contained in them. Our processing of personal data is governed by the Data Processing Addendum.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Geographic Restrictions

Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the European Union or the United States and Canada, you do so on your own initiative and are responsible for compliance with local laws.

PRECEDENCE

The terms and conditions of this document may be superseded by a master agreement (sometimes referred to as a SAAS contract for the Purchase of Goods and Services) with the Purchaser. In the event of any inconsistency between the terms and conditions of this document and the Master Agreement, then the terms of the Master Agreement shall prevail.

In the event of any inconsistency between the terms and conditions of this document and any other document not signed by the COMPANY, then the terms and conditions of this document shall prevail.

Your Comments and Concerns

In accordance to the law n°2004-575 on Confidence in the Digital Economy, this website is operated by:

CLOUDIWAY SASU

SASU with a capital of €100 000

Siret 52833095400074

Impasse de la Ravoire

74370 Epagny Metz-Tessy

FRANCE

Tél : +33 450 12 67 13

Publication Director: Emmanuel Dreux

Hosting provider: Microsoft Azure (Microsoft Corporation), One Microsoft Way, Redmond, WA 98052, USA

All notices of copyright infringement claims, complaints, questions related to these Terms of Use should be directed to: [email protected]. All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to [email protected].

3. PRODUCT SPECIFIC TERMS: MIGRATION SERVICES

Description of Service

We provide an array of migration, coexistence, backup, AI readiness assessment and Identity and Access Management (IAM) services, including mail migration, file migration, cloud provisioning, Sharepoint migration, password synchronization, Calendar Free Busy, Mail Routing, backup and restore of mailboxes, files and sites, and assessment and reporting on a tenant's data estate, permissions and configuration in preparation for the deployment of artificial-intelligence services (the "Migration Services"). You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.

These Services shall be governed by our Software as a Service Agreement (to be communicated upon request), in addition to the present Terms of Use, inasmuch as these Terms of Use do not contradict said Software as a Service Agreement.

4. PRODUCT SPECIFIC TERMS: SUPPORT SERVICES

Cloudiway provides free technical support by email during its business hours.

Cloudiway is committed to a quality of data migrated up to 99,9% and reserves the right to not deliver support beyond this percentage.

Cloudiway shall have no obligation to provide unlimited technical support and reserves the right to charge for additional support.

If you desire to obtain other support services from Provider for the Migration Platform, you will need to enter into our Support Services agreement (to be communicated upon request), by ordering the services as described in a commercial proposal issued by the Company, following a request from you for such support services. These Services shall be governed by our Support Services agreement, in addition to the present Terms of Use, inasmuch as these Terms of Use do not contradict said Support Services agreement.

5. PRODUCT SPECIFIC TERMS: EVALUATION LICENSE

Trial User

The Company may allow the evaluation of its services to registered users ("Trial User") during a limited 14 days evaluation period. There is no charge for such evaluation.

Subject to and conditioned upon your compliance with the terms and conditions of this Agreement, Company hereby grants Trial User a personal, nonexclusive, nontransferable, non-sublicensable license to use the Migration Services solely for its evaluation, during the Evaluation Period (the "Evaluation License").

No Technical Support

Company has no obligation under this Evaluation License to provide any maintenance, support or other similar services. Trial User is solely responsible for taking appropriate measures to back up Trial User's system and data and all other necessary measures to prevent any file or data loss.

Restrictions

Trial User shall not, and shall not permit others to access or use the Services. For purposes of clarity and without limiting the generality of the foregoing, Trial User shall not:

• access or use the Services without having first provided the required user verification and access codes;
• copy, modify, correct, create, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Services or related documentation;
• reverse engineer, disassemble, decompile, decode or adapt the software platform ("Platform") or component part of the Services, or otherwise attempt to derive or gain access to the platform's source code, in whole or in part;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
• bypass or breach any security device or protection used by the Services;
• input, upload, transmit or otherwise provide to or through the platform or Company systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
• damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform, Company systems Company's provision of services to any third party, in whole or in part;
• remove, delete, alter or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Platform or Services, including any copy thereof;
• access or use the platform, Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Provider customer), or that violates any applicable Law;
• access or use the Services or Documentation for purposes of competitive analysis of the Services or documentation, the development, provision or use of a competing software service or product or any other purpose that is to the Company's detriment or commercial disadvantage;
• access or use the Services or documentation in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or
• otherwise access or use the Services or documentation beyond the scope of the authorization granted under hereunder.

Sample files and Applications

Company may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Company makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

Suspension and Termination

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to [email protected] within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your e-mail address and password and deletion of all data in your user account.

6. PRODUCT SPECIFIC TERMS: BETA SERVICES

We may offer certain Services as closed or open beta services ("Beta Service" or "Beta Services") not at the performance of a commercially available service offering, for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You agree that The Service may not operate correctly and may be substantially modified prior to first commercial release, or at Company's option may not be released commercially in the future. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Company will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF ANY BETA SERVICE REMAINS WITH YOU. We may supplement these terms by execution of a beta service agreement.

7. END USER LICENCE AGREEMENT

Upon the purchase of a Service made available by Cloudiway, the End User is granted access to such Service provided (i) the corresponding fees are paid and (ii) the End User agrees, including via a clickthrough agreement, to the following End user license embedded in the terms and conditions to be accepted:

"For the duration specified in any orders made on the Website, the End User is granted a non-exclusive, non-transferable and non-sublicensable license to use the Cloudiway software and solutions included in the Service, which allows the End User to have a non-commercial and personal or internal company use of the Service.

All intellectual property rights related to the software and solutions included in the Service belong to Cloudiway.

Except as expressly permitted by Cloudiway in writing, End Users shall not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, transfer, sell, license, upload, edit, post, frame, link or in any way exploit any part of the software and solutions included in the Service".