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Privacy Policy

Last updated on 30th July, 2019

This Privacy Policy discloses the privacy practices for TotalCloud, Inc. (“we”).

TotalCloud specializes in online cloud management services (the "Service"). Please read our Terms and Conditions and End-User License Agreement on www.totalcloud.io (“Website”) to learn more about how we do business. 

Our clients’ and Website visitors’ (“you”) privacy is one of our top priorities. We aim to keep all of your data secure and confidential.  

We use cookies on our Website to collect data about our visitors. 

This Privacy Policy describes:

  • Our collection of personal information and cookies;
  • How that personal information and cookies may be used;
  • When and to whom the personal information may be disclosed.
GENERAL

You must register on this Website in order to use the Services. If you just want to browse the Website, registration is optional. During registration, you will be required to provide contact information, consisting of an email, first name, last name, username and password. For using the Service you need to provide your data in your Amazon Web Services (AWS) account.

You consent to the collection and use of your personal information in accordance with this Privacy Policy.

Children under the age of 13 are not permitted to register on this Website or use the Service or any functionality for which registration is required.

TotalCloud does not intend to sell, share, or rent information obtained on this Website other than as discussed in this Privacy Policy.

THE INFORMATION WE COLLECT 

We may collect your personal information, including but not limited to your:

  • Name;
  • Contact information (email, phone, billing and shipping addresses);
  • IP address and location data;
  • Website statistics and analytics data regarding your use of the Website and Service;
  • Other types of raw data relating to how you interact with the Website and Service including, for example, your browser information and session duration;
  • Banking and/or credit card information;
  • Your subscription, purchase, usage, billing, and payment history; 
  • Any other information requested from you upon signing up to become a subscriber or account holder on our Service (company name, etc); and
  • While we do not request it, there may be other instances where you elect to upload information to our Service that includes your, or a third party’s personal information.

Part of our Service includes running processes on your data in your AWS account. When such processes are run, data logs are created by our software which records the names of the files, resources, objects, or items our Service processed. The data logs are available in your account on the Service.

To the extent the names of your resources include any personal information, such personal information may be stored and replicated in the logs our Service creates. While we have access to the file logs to provide customer and technical support, billing and audit trails, aside from running the processes requested on your data, we do not access any underlying resources stored in your AWS account. 

TotalCloud has feedback functionality on Contact Us section on the Website that allows you to submit comments, suggestions, or bugs found. TotalCloud may collect your name or username and email address in order to follow up with you or thank you for a suggestion.

TotalCloud may track the Website to analyze trends, administer the Website, track your actions and use of the Website and record transactions for aggregate use. Such analysis is not linked to personally identifiable information.

TotalCloud may share usage information with its partners and advertisers. This aggregated information is not linked to any personal information that can identify any individual person.

HOW INFORMATION IS USED 

The collection of your personal information is used to:

  • Promote our Website and Service offerings to you;
  • Support and improve the Website and Service we offer;
  • Provide customer support;
  • Communicate with you, your agents, employees or representatives about your account;
  • Bill and collect money owed to us;
  • Pursue available legal remedies to us;
  • Meet legal requirements;
  • Enhance our Service offerings to you; and
  • Send you, error and other notifications about the Service, the Terms, this Privacy Policy, and your account.

We do not sell your personal information to third parties. Nor do we sell the personal information of third parties that you provide to us.

We use third-party payment processors ("Payment Processors") including for example Stripe, PayPal and others. We do not keep or have access to all the information you provide to the Payment Processors including, for example, your full credit card number. However, we will have the ability to bill your payment method and access to the credit card information. You agree that even though the Payment Processor’s electronic forms may be hosted on our Website or Service, your legal relationship with the Payment Processor is separate and that the Payment Processor may impose their own terms and have their own privacy policy in place for the collection and use of your information.

ANNOUNCEMENT BY EMAIL

TotalCloud may use your username and email address to provide you with email newsletters and announcements. .

TotalCloud may also use your registered name and email address to provide you with significant announcements about Website or Service that you are registered to use, about this Website or Service, about any user account you may create, about fulfilment of a specific transaction you have requested, or about other significant developments that may affect your use of the Website. 

You cannot opt-out of this kind of email.

PERSONAL DATA TRANSFER

We may share your personal information with our employees who need to use that information in connection with one or more of the purposes for which that personal information was collected.

We may operate the Website and Service in conjunction with independent contractors and services providers. Our independent contractors may have access to your personal information and data logs. We may use a variety of service providers (including cloud hosting and data storage providers), partners or affiliates in locations both inside and outside of the United States of America, which may make your personal information, or personal information stored in your account, the subject of foreign laws and foreign legal proceedings.

As of the date of the last revision to this Privacy Policy, any data uploaded or stored on your account is hosted via Amazon Web Services, Inc. or its affiliates (collectively "AWS"). In addition, the following entities not limited to maybe in receipt of personal information as a result of using our Website and Service:

  • We use Intercom, Inc. and Intercom R&D Unlimited Company (collectively "Intercom") (see https://www.intercom.com) software for interacting with you and providing you with the customer and technical support;
  • We use Mixpanel, offered by Mixpanel, Inc. to send you receipts account notifications and other emails;

We cannot make any guarantees as to the location(s) of data stored on our behalf by the above entities.

We provide a limited amount of your information (such as the sign-up date and some personal information like your name and email address) to Intercom and utilize Intercom to collect data for analytics purposes when you visit our Website or use our Service. As a data processor acting on our behalf, Intercom analyzes your use of our Website and Service and tracks our relationship by way of cookies and similar technologies so that we can improve our service to you. For more information on Intercom's use of cookies, please visit https://www.intercom.com/terms-and-policies#cookie-policy. We may also use Intercom as a medium for communications, either through email or through messages within our Website or Service. Intercom collects publicly available contact and social information related to you, such as your email address, gender, company, job title, photos, website URLs, social network handles and physical addresses, to enhance your user experience. For more information on the privacy practices of Intercom, please visit https://www.intercom.com/terms-and-policies#privacy. Intercom’s services are governed by Intercom’s terms of use which can be found at https://www.intercom.com/terms-and-policies#terms. If you would like to opt-out of having this information collected by or submitted to Intercom, please contact us. Intercom has made a commitment to being GDPR compliant by May 25, 2018.

We may also access and/or disclose personal information if required or permitted to do so by law (for example, in order to comply with a legal process, including but not limited to one imposed by a warrant, subpoena, court order or like instrument served on us).

We may also disclose personal information to our successors (if our business, the Website or the Service is acquired by another legal entity), or any assignee of our assets relating to the Website and Service.

WHILE WE TAKE MEASURES TO PROTECT PERSONAL INFORMATION, YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR SUCCESSORS, ASSIGNS, EMPLOYEES, OFFICERS, DIRECTORS, AND INDEPENDENT CONTRACTORS SHALL NOT BE LIABLE FOR THE LOSS OR THEFT OF ANY PERSONAL INFORMATION UPLOADED TO THE SERVICE (OR OTHERWISE PROVIDE TO US) OR ANY DAMAGES CAUSED AS A RESULT THEREOF.

In the event TotalCloud transfers personal data covered by this Privacy Policy to a third party acting as a controller, TotalCloud will do so consistent with any notice provided to the subjects of that data and any consent they have given, and only if the third party has given TotalCloud contractual assurances that it will (i) process the personal data for limited and specified purposes consistent with any consent provided by the subjects of such data; (ii) provide at least the same level of protection as is required by the Privacy Shield Principles and notify us if it makes a determination that it cannot do so; and (iii) cease processing of the personal data or take other reasonable and appropriate steps to remediate if it makes such a determination. If TotalCloud has knowledge that a third party acting as a controller is processing personal data covered by this Privacy Policy in a way that is contrary to the Privacy Shield Principles, TotalCloud will take reasonable steps to prevent or stop such processing. 

With respect to TotalCloud agents, TotalCloud will only transfer the personal data covered by this Privacy Policy needed for an agent to deliver to TotalCloud the requested product or service. 

In addition, TotalCloud will (i) permit the agent to process such personal data only for limited and specified purposes; (ii) require the agent to provide at least the same level of privacy protection as is required by the Privacy Shield Principles; (iii) take reasonable and appropriate steps to ensure that the agent effectively processes the Personal Data transferred in a manner consistent with TotalCloud obligations under the Privacy Shield Principles; and (iv) require the agent to notify TotalCloud if it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield Principles. Upon receiving notice from an agent that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield Principles, TotalCloud will take reasonable and appropriate steps to stop and remediate unauthorized processing. 

TotalCloud remains liable under the Privacy Shield Principles if an agent processes personal data covered by this Privacy Policy in a manner inconsistent with the Privacy Shield Principles, except where TotalCloud is not responsible for the event giving rise to the damage. 

If TotalCloud transfers personal data to one of its affiliated entities within its corporate group, TotalCloud will take steps to ensure that such personal data is protected within the same level of protection that the Privacy Shield Principles require.  

PROTECTING YOUR INFORMATION

Protecting personal information we receive from you is of crucial importance to TotalCloud. While there is always some risk involved with transmitting information over the Internet, we strive to protect against the misuse of any personal information that we receive from you via Website. To guard your nonpublic personal information, we maintain physical, electronic and procedural safeguards. TotalCloud, using a technology ensures the safe transmission of all data, including personal and credit card information. By taking such measures, TotalCloud customers can feel secure in the knowledge that their data is protected when using the Service. 

We store your personal data at the time of service delivery (when an account is active), however, we will retain and use your information as necessary to comply with our legal obligations, government auditing requirements, resolve disputes, and enforce our agreements. At the end of such period, we may, at our discretion, destroy such personal data without notice to you. 

When a Website’s registration/order form asks users to enter financial information (such as credit card number, its expiry date, CVV code), that information is encrypted and is protected during transmission through the Internet using Secure Socket Layer (SSL) software. You should see the lock icon on the bottom of web browsers becomes locked, as opposed to unlocked or open when you are just surfing. If you have any questions about the security, you can send an email to support@totalcloud.io. 

DATA RETENTION

When any personal information is no longer required for the purposes for which it was collected, we may destroy the personal information in a manner that takes into account it's sensitivity. 

Please contact us if you wish to inquire about deleting your own personal information.

COOKIES AND ONLINE TRACKING 

What are cookies? 

Cookies are small text files that are sent to or accessed from your web browser or your device's memory. A cookie typically contains the name of the domain (internet location) from which the cookie originated, the "lifetime" of the cookie (i.e., when it expires) and a randomly generated unique number or similar identifier. A cookie also may contain information about your device, such as user settings, browsing history and activities conducted while using our services. The cookie itself does not contain any personally identifying information.

Are there different types of cookies? 

First-party and third-party cookies 

There are first-party cookies and third-party cookies. First-party cookies are placed on your device directly by us. For example, we use first-party cookies to adapt our website to your browser's language preferences and to better understand your use of our website. Third-party cookies are placed on your device by our partners and service providers. For example, we use third-party cookies to measure user numbers on our website or to enable you to share content with others across social media platforms. 

Session and persistent cookies 

There are session cookies and persistent cookies. Session cookies only last until you close your browser. We use session cookies for a variety of reasons, including to learn more about your use of our website during one single browser session and to help you to use our website more efficiently. Persistent cookies have a longer lifespan and aren't automatically deleted when you close your browser. These types of cookies are primarily used to help you quickly sign-in to our website again and for analytical purposes. 

What about other tracking technologies, like web beacons? 

Other technologies such as web beacons (also calls pixel tags or clear gifs), tracking URLs or software development kits (SDKs) are used for similar purposes. Web beacons are tiny graphics files that contain a unique identifier that enable us to recognize when someone has visited our service or opened an e-mail that we have sent them. Tracking URLs are custom generated links that help us understand where the traffic to our web pages comes from. SDKs are small pieces of code included in apps, which function like cookies and web beacons. 

For simplicity, we also refer to these technologies as "cookies" in this Policy. 

What do we use cookies for? 

Like most providers of online services, we use cookies to provide, secure and improve our services; including by remembering your preferences, recognizing you when you visit our website, and personalizing and tailoring ads to your interests. To accomplish these purposes, we also may link information from cookies with other personal information we hold about you. 

How can you control cookies? 

There are several cookie management options available to you. Please note that changes you make to your cookie preferences may make browsing the Website a less satisfying experience. In some cases, you may even find yourself unable to use all or part of the Website. 

Browser and devices controls 

Some web browsers provide settings that allow you to control or reject cookies or to alert you when a cookie is placed on your computer. The procedure for managing cookies is slightly different for each internet browser. You can check the specific steps in your particular browser help menu. 

You also may be able to reset device identifiers by activating the appropriate setting on your mobile device. The procedure for managing device identifiers is slightly different for each device. You can check the specific steps in the help or settings menu of your particular device. 

Interest-based advertising tools 

You can opt-out of seeing online interest-based advertising from participating companies through the Digital Advertising Alliance, the Interactive Digital Advertising Alliance. 

Opting out does not mean you will not see advertising - it means you won't see personalized advertising from the companies that participate in the opt-out programs. Also, if you delete cookies on your device after you opted out, you will need to opt-out again. 

By changing the settings in your web browser, you can prevent cookies from being used. However, doing so may interrupt the proper use of the Website and Service.

LINKS TO OTHER WEBSITES 

The Website includes links to other websites whose privacy practices may differ from those of TotalCloud. If you submit personal information to any of those websites, your information is governed by their privacy statements. We encourage you to carefully read the privacy statement of any website you visit. We are not responsible for the privacy practices of others. Any link to a website owned by a third party does not constitute an endorsement, approval, association, sponsorship or affiliation with the linked site, unless specifically stated. 

The Website includes social media features, such as Facebook, Twitter. Like button and widgets, such as the share this button or interactive mini-programs that run on the website. These features may collect your IP address, which page you are visiting on the website, and may set a cookie to enable the feature to function properly. Social media features and widgets are either hosted by a third party or hosted directly on the Site. Your interactions with these features are governed by the privacy policy of the company providing it. 

CHOICE/OPT-OUT 

We provide users with the opportunity to opt-out of receiving further communications from us at their request. 

ACCESSING OR UPDATING PERSONALLY IDENTIFIABLE INFORMATION 

You have the right to access your personal data. To make a request, please contact us, verifying your identity and specifying what information you require. You may contact us via email at support@totalcloud.io. 

You agree, represent and warrant that all account registration information provided by you is accurate and up-to-date. If any of your registration information changes, you must update it by using the appropriate update mechanism on the Website or Service. If you are unsure how to update your personal information, please contact us at support@totacloud.io with the Subject: Update account information.

CALIFORNIA PRIVACY RIGHTS 

Residents of the State of California, under the California Civil Code, have the right to request from companies conducting business in California a list of all third parties to which TotalCloud has disclosed personal information during the preceding year for direct marketing purposes and a disclosure of the shared information. Alternatively, the law provides that if the company has a privacy policy that provides you with an “opt-out” choice for use of your personal information by third parties for marketing purposes, TotalCloud may instead provide you with information on how to exercise your disclosure choice options. This Website qualifies for the alternative option. Its Privacy Policy provides you with information on how you may opt-out from the use of your personal information by third parties for direct marketing purposes. Therefore, we are not required to maintain or disclose a list of the third parties that received your personal information during the preceding year for marketing purposes. If you are a California resident and request information about how to exercise your third party disclosure choices, send a request to the following email address: support@totalcloud.io.

GENERAL DATA PROTECTION REGULATION (GDPR)

If you are a resident of the European Economic Area (EEA), you have certain data protection rights. Our privacy practices intend to meet the requirements of the General Data Protection Regulation of the European Union ("GDPR").

If you wish to be informed about what personal data we hold about you and if you want it to be removed from our systems, please contact us. More about it in our GDPR Addendum.

In certain circumstances, you have the following data protection rights: 

  • The right to access, update or delete the information we have on you 
  • The right of rectification 
  • The right to object 
  • The right of restriction 
  • The right to data portability 
  • The right to withdraw consent 

You can learn more about these guides in the GDPR Guide (for example, https://ec.europa.eu/info/law/law-topic/data-protection_en). 

BUSINESS OR ASSETS TRANSFER OR SELL

TotalCloud may be sold, might sell or buy businesses or assets of businesses, or TotalCloud might merge with another business. In such transactions, Client Data generally is one of the transferred business assets. Also, in the event that TotalCloud, a line of business of TotalCloud, or substantially all the assets of TotalCloud are transferred, customer information may well be one of the transferred assets.

TotalCloud will make reasonable effort to provide notice on the Website and to notify you via email to the most recent email address that you have provided to TotalCloud of any such change in ownership or control of your personal information and data.

CHANGES TO THIS PRIVACY POLICY 

Any changes to this Privacy Policy will be made through a revised posting on the Website.

CONTACTING US 

If you have any questions regarding this Privacy Policy, please contact us by e-mail at support@totalcloud.io.

Affected as from 30th July, 2019

This Acceptable Use Policy (“AUP”) is an agreement between you and TotalCloud, Inc. (“we”) and outlines acceptable uses of TotalCloud Services, which available on www.totalcloud.io (“Service”). 

This AUP prohibits uses and activities involving the Service illegal, infringe the rights of others, or interfere with or diminish the use and enjoyment of the Service by others. 

Please read this AUP carefully, because it will govern all of your access and use the Service and you will be expected to abide by it. If you do not agree with the terms and conditions in this AUP, do not access or use TotalCloud.

Capitalised terms used but not defined in this AUP shall have the meanings set forth in the Terms and Conditions and End-User License Agreement.

ACCEPTABLE USE

TotalCloud provides a revolutionary, interactive, and real-time cloud management platform that helps cloud users manage their cloud intuitively and intelligently with the use of our smart workflows topped with visualizations (Workflow Editor, Dashboard, Notification, Policy Management).

TotalCloud grants you a revocable, non-exclusive, and limited license to access and use the Service as defined in Terms and Conditions, End-User License Agreement and other TotalCloud’s terms and policies.

When Clients use, access and or perform activities on their service environment, data and content, Clients are responsible for ensuring these activities do not impose any risk to, or negatively impact TotalCloud, other Clients and or third-party sites or systems associated with or supported by TotalCloud. 

You can read more about acceptable use of our the Services in our User Guide.

PROHIBITED USE 

Client is obliged to adhere to the use restrictions of the Services and not to carry out the prohibited conduct defined by Terms and Conditions and End-User License Agreement.

In addition, Client may not use or access or allow or cause any third-party to use or access TotalCloud’s platform or the Services to engage in, foster or promote illegal, abusive or irresponsible behaviour, including but not limited to:

  • gaining, or attempting to gain, unauthorized access to any system or network, including any attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without the express authorization and consent of the owner of the system or network;
  • sending an unsolicited mass e-mail or other messages or communication in any form, commonly referred to as spam; 
  • altering, defacing or otherwise causing any unauthorized or unapproved modification of any system belonging to TotalCloud, any Client or any other system on the Internet;
  • use third-parties AWS accounts without its permission; 
  • violate any AWS rules, terms and policies;
  • storing, transmitting or processing material in a manner that violates intellectual property rights or laws or regulations, including, without limitation, those associated with trade secrets, copyrights, patents and trademarks;
  • violating the privacy rights of others, including, without limitation, the collection of information about individuals, including e-mail addresses, screen names or other identifiers without their knowledge or consent (e.g., phishing, Internet scamming, password robbery, spidering and harvesting), except as allowed by applicable laws and regulations; 
  • transmitting or storing any material that is unlawful, obscene, harassing, libellous, abusive or hateful, that encourages unlawful acts, or that may be interpreted as violating the civil rights of others; 
  • engaging in, or permitting, any activity that leads to a degradation or denial of service for TotalCloud, its Client or any other system or site on the Internet; 
  • intentionally, recklessly or negligently omitting, forging, deleting or misrepresenting transmission information, including, without limitation, headers, return-address information and IP addresses, that is intended to cloak or hide the identity or source of information transmitted by a Client’s system, clients or end-users; or
  • engaging in, or permitting, any activity that results in the overutilization of power circuits or other damage to networks and equipment.

If a Client becomes aware of any such prohibited activity, then Client agrees to immediately (i) notify TotalCloud, and (ii) commence remediation the prohibited activity to the best of their ability.  

Clients are responsible for ensuring that security controls are not circumvented by their acts or omissions. 

In addition, Clients shall not:

  • configure their systems to bypass security controls, including, without limitation, the installation of programs or services that allow the systems to be managed or accessed insecurely or through unauthorized means;
  • conduct online security audits or tests against or through TotalCloud systems or networks without prior notification to TotalCloud;
  • install programs or configure systems to allow the monitoring, or “sniffing,” of data travelling over a shared network;
  • access, or attempt to access, security-relevant information, such as password files that may, among other things, be used to gain unauthorized access to system accounts;
  • install or use software for the purpose of cracking encrypted data, including, without limitation, stored passwords;  
  • remove or disable security software or services, including, without limitation anti-virus software, logging utilities or authentication services without prior notification to TotalCloud;
  • misuse any accounts on their systems located at or monitored by TotalCloud;
  • fail to implement measures and procedures to ensure that its systems are not accessed or used in an unauthorized manner;
  • fail to deliver to TotalCloud a list of authorized individuals and accounts that are permitted to remotely access a Client’s systems managed by TotalCloud;
  • transfer remote-access accounts from one individual to another, nor shall they be shared between individuals without prior notification to TotalCloud.  Each user shall have an individual remote-access account that uniquely and accurately identifies the owner of the account.

Clients assume all responsibility for any adverse consequences that result from the use of their accounts by an individual that was granted access by Client.

VIOLATIONS AND REMEDIES

TotalCloud reserves the right to audit, test, and investigate the security of Clients systems in an effort to ensure that security protections are maintained and that Clients systems do not bypass, or allow others to bypass TotalCloud security controls.

TotalCloud reserve the right, but do not assume the obligation, to investigate any violation of this AUP or other terms.

If TotalCloud believes that systems located within the TotalCloud facilities and/or the TotalCloud platform are being used in an unlawful or improper manner or for unlawful or improper activities, TotalCloud will fully cooperate with civil and criminal enforcement authorities conducting investigations of such use or activities. TotalCloud supports the investigation of prohibited activities as listed above and/or any other activities that may impact the operation or security of TotalCloud, Clients or other systems accessible by Clients.

TotalCloud may suspend any services without notice to or approval from a Client if TotalCloud in its sole discretion, deems such suspension is necessary to protect its systems, facilities or interests or those of Clients, including, without limitation, in response to any perceived threat of a computer virus, exploit scripts or other malicious software or denial-of-service attack (in each case, from any source). TotalCloud will use commercially reasonable efforts to notify Clients prior to such suspension. 

Notwithstanding anything to the contrary herein, TotalCloud retains the sole right to determine whether a violation of this AUP has occurred and the severity of any such violation. TotalCloud will endeavour to work with Clients to address violations of this AUP but is not required to do so if immediate action is required. Based on the severity of the violation or the number or nature of violations of this AUP by Clients, TotalCloud retains the sole right to suspend or terminate a Client’s accounts without notice or approval by such Client.

GENERAL PROVISIONS

Clients agree to be bound by this AUP. 

From time to time, TotalCloud may modify this AUP. By using the Service after any such modifications, Clients agree to those modifications.  

In the event that any provision of this AUP and any other contractual provision between a Client and TotalCloud are inconsistent or conflicting, the inconsistent or conflicting provisions of this AUP shall control.

REPORTS

If you feel that a user of the Services has violated this AUP or other TotalCloud’s terms or policies, please contact us at support@totalcloud.io.

CONTACT US

Inquiries regarding this AUP should be directed to support@totalcloud.io.

Effective 30th July, 2019

The General Data Protection Regulation (GDPR) is a change that gives EU residents more clarity and control over how their personal data is used. Personal data is anything that can directly or indirectly identify a person, such as a photo, name, bank details, medical information, computer IP address, and so on. 

WHAT DOES THIS MEAN FOR YOU AND TOTALCLOUD?

TotalCloud has done the necessary due diligence to be in compliance with GDPR requirements.

We value our users’ privacy and their rights to control their personal data. Regardless of where you call home, you may delete your account or request the deletion of all personal information we have about you at any time. However, we will only be following the requirements outlined by the GDPR for those living in the EEA. If you live elsewhere, we will be happy to delete your data to the extent we can reasonably do so.

DATA PROCESSING AGREEMENT (“DPA”)

TotalCloud’s Privacy Shield is sufficient to govern transfers of personal data that are subject to GDPR. If your company has determined that Privacy Shield is not sufficient, TotalCloud has posted a Data Processing Agreement (“DPA”), governing the relationship between the Customer (acting as a data controller or processor, as applicable) of personal data under European Data Protection Legislation; and TotalCloud (acting as a data processor or subprocessor, as applicable).

If applicable, this DPA, including its appendices, supplements the Agreement and will be effective and replace any previously­ applicable data processing and security terms between the parties as of the DPA Effective Date (as defined in the DPA) and is subject to the Agreement.

GDPR REQUEST
  1. Email to support@totalcloud.io.
  2. After we receive your email, one of our support team members will reach out to you with instructions on how to verify your identity, which must be completed in order to process your request

This Service Level Agreement (“SLA”) between TotalCloud, Inc. (“we” or “TotalCloud”) and users of the TotalCloud Services (“you” or “Client”) governs the use of the TotalCloud cloud management platform under the provisions of the TotalCloud Terms and Conditions, End-User License Agreement, policies and other terms (“Terms”).

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.

SUPPORT

TotalCloud shall make available to Client who has paid Service Fee, support, updates, and maintenance.

TotalCloud will use commercially reasonable efforts to minimise delays and interruptions. TotalCloud cannot warrant that the Service will be available at all times or at any given time. 

If you have any questions about the Service and support contact us at support@totalcloud.io.

EXCLUSION

This Service commitment does not apply to the extent that the failure to achieve the Service uptime is due to (a) circumstances that are subject to the Force Majeure clause of TotalCloud End-User License Agreement, (b) scheduled maintenance and system upgrades, (c) Client’s or third-party misuse of the Services, (d) actions outside our control, including but not limited to, errors caused by you or the action you are attempting to execute, authorization and/or permission errors, errors caused by AWS (or an Amazon.com, Inc. affiliate), (e) Maintenance of the Service.

MAINTENANCE

Maintenance is a normal and necessary operation required for TotalCloud to apply updates and make improvements to the Service. 

Maintenance will be performed as either:

“Scheduled Maintenance” – maintenance that is scheduled in advance. Where Scheduled Maintenance requires that the Service (or some functions) be temporarily unavailable, TotalCloud will provide 72 hours’ advance notice via email.

“Emergency Maintenance”– maintenance necessary to address a critical issue or failure of an essential infrastructure component requiring immediate action. Where Emergency Maintenance requires that the Service (or some functions) be temporarily unavailable, TotalCloud will provide notice of such Emergency Maintenance as soon as practical.

COMMUNICATIONS AND NOTICES

The communications between you and TotalCloud and all notifications use electronic means via email. 

For contractual purposes, you (a) consent to receive communications from TotalCloud in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that TotalCloud provides to you electronically have the same effect as if they were provided in writing and signed by you in ink. 

The foregoing does not affect your non-waivable rights.

Important! Read the following terms carefully before using services available on website www.totalcloud.io provided by TotalCloud (hereinafter referred to as “Service”). Using the Service indicates your acceptance of these terms.  

This End-User License Agreement (hereinafter referred to as the "Agreement") is a legal agreement between you (“Client”), the end user of our software for subscription or trial basis, who obtained or is using the Service and TotalCloud, Inc. (“TotalCloud”).

This Agreement comes into force when you demonstrate your consent to be bound by selecting the “I accept the terms of the license agreement” button and using the Service.

This Agreement is binding for the entire period of the Service copyright unless otherwise stated in this Agreement or in a separate written agreement between you and TotalCloud.

The Service (its software, user interfaces, content) is protected by copyright laws and international treaty provisions and some portions are protected by patent and trade secret laws. You agree that this Agreement is enforceable like any written negotiated agreement signed by you. This Agreement is enforceable against you.  

IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN AGENT, EMPLOYEE OR REPRESENTATIVE OF YOUR EMPLOYER, THE TERM “CLIENT” MEANS YOUR EMPLOYER AND/OR ANY OTHER PARTY ON WHOSE BEHALF YOU ACT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON SUCH PARTY’S BEHALF.

DEFINITIONS

“Background Materials” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, Report Formats, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by TotalCloud in providing the Service and Results (including any correction, improvement, extension or other modification to the Service made, created, conceived or developed by or for TotalCloud, including at Client’s request or as a result of feedback provided by Client to TotalCloud).

“Reports” means the reports, charts, graphs and other presentation in which the Results are presented to Client. 

“Report Formats” means the formatting, look and feel of the Reports.

“Results” means the work products resulting from the Service that is delivered to Client by TotalCloud through the Service, and which are based on the Client Data. For the sake of clarity, Results shall expressly exclude all Background Materials.

“Confidential Information” means, (a) with respect to TotalCloud, all financial, business or technical information disclosed by or for TotalCloud in relation to these Agreement that is of a nature that should reasonably be considered to be confidential and proprietary, and, (b) with respect to Client, non-public Client Data and any personally identifiable information relating to individual persons (“PII”) that is included within Client Data. 

SERVICES

TotalCloud provides a revolutionary, interactive, and real-time cloud management platform that helps cloud users manage their cloud intuitively and intelligently with the use of our smart workflows topped with visualizations.

For use our Services you need a valid Amazon Web Services (“AWS”) account.

Client can add any number of the AWS accounts that he wants and use them in the workflows.

Client is responsible for all activities that occur under Client’s accounts. Client is responsible for maintaining the security and confidentiality his username and password. Client agrees to notify TotalCloud immediately of any unauthorized use of any Service username or password or account or any other known or suspected breach of security.

TotalCloud will host the Service. Client acknowledges that TotalCloud’s Services operate on one or more third-party cloud computing platforms and that TotalCloud shall have the right to change or add to the cloud computing platforms on which its Services operate. TotalCloud reserves the right to make changes and updates to the functionality and/or API and/or documentation of the Services from time to time.

Each workflow needs a unique set of  Identity and Access Management (IAM) policies depending on the AWS Resources involved and the actions we are trying to perform on them. Validating a workflow helps TotalCloud to figure out whether it has access to the right set of IAM policies and act accordingly. 

More about account registration and Service use in our User Guide.

FEEDBACK AND SUGGESTIONS

From time to time, TotalCloud may solicit from Client or Client may make, in its sole discretion, suggestions for changes, modifications or improvements to the Service (“Feedback”). All Feedback shall be solely owned by TotalCloud (including all intellectual property rights therein and thereto) and shall also be TotalCloud's Confidential Information. Client shall and hereby does make all assignments necessary to achieve such ownership. Client warrants that it has all rights necessary in the Feedback to comply with these terms.

To the extent that Client provides TotalCloud with ideas or suggestions for improvements or changes to the Service which constitute intellectual property rights under applicable law (“Suggestions”), Client hereby assigns to TotalCloud ownership of such Suggestions and TotalCloud will have sole discretion as to whether and how to implement such Suggestions into the Service.

LICENSE GRANT

TotalCloud grant to Client a non-exclusive, non-transferable license (without the right to sub-license) to access and use the Services for Client`s for personal or internal business purposes in accordance with the documentation and other terms provided by TotalCloud. 

TotalCloud may agree to grant to the Client access to a trial version of the Service that may be available free of charge during a trial period specified by TotalCloud. If granted access to a trial version, this Agreement shall apply to Client’s use of the trial version and, if Client later converts to the paid version, this Agreement will also apply to Client’s use of the paid version. The trial version may not have all the features or functionality of the paid version of the Service. TotalCloud may terminate Client’s access to the trial version at any time.

Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and TotalCloud (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights embodied therein) in and to the Service, Documentation, Background Materials, Aggregate Data, and Analyses (collectively, “TotalCloud Properties”).

USE RESTRICTIONS

Client may not alter, resell or sub-license the Service or provide it as a service bureau (except his employers or contractors 

Client will not use or access the Service to: 

  • copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in, or otherwise transfer any right in or access to the Services, or any other content available via the Services; 
  • scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through a browser or accessing the Services through any approved API;
  • violate the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;
  • attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, phishing or any other means, obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services or use any materials or information obtained through any means not intentionally made available through the Services; 
  • modify the Software, or any part thereof, in any form or manner, nor to use any modified versions of the Software, for any reason whatsoever, without the express written consent of TotalCloud; 
  • circumvent or manipulate any applicable fee structure, the billing process, or fees owed either to us or to our third party providers; 
  • use the Services for illegal purposes or for promotion of dangerous activities; 
  • violate any local, state, national or international law Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
  • interfere with or disrupt the Services or servers or networks connected to either, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; 
  • upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code or any other technologies that may harm us or the interests, information or property of users or limit the functionality of any software, hardware or other equipment; 
  • circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services; 
  • use the Services in any manner other than as permitted by this Agreement or other legal agreements and terms provided by TotalCloud.

TotalCloud reserves the right, in its sole and absolute discretion, to remove any content, block access to the Services, and/or cancel the account of any client.

The Client agree not to use the software to run benchmark tests or to disclose the results of any benchmark test to any third party.

You can read more about the ways of proper use of the Services in our User Guide.

CLIENT DATA

Client shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to the Results and Client Data. Client acknowledges and agrees that the Results will be presented to it in a Report, the Report Format of which is proprietary to TotalCloud. Client may make copies of the Reports only for its internal purposes in using the Results. 

Client hereby grants TotalCloud a non-exclusive royalty-free right and license to use the Results, for purposes of providing the Service to Client and for TotalCloud's internal business purposes.

Subject to the terms and conditions of this Agreement, Client grant to the TotalCloud a non-exclusive license to use, copy, store, transmit and display Client data to the extent reasonably necessary to provide and maintain the Service (including routine actions taken to enable data backups and disaster recovery and business continuity procedures).

Client grant to the TotalCloud the limited, non-exclusive right to view, and use the Client Data to create meta-data derived from Client Data which may include, by way of example only, file modification dates, audit trails, and the number of times a file has been accessed), for the purpose of providing and improving the Services.

Client agrees that TotalCloud is free to disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during provision of the Service (including without limitation, that which it could have acquired performing the same or similar services for another customer). 

Client further agrees that (a) TotalCloud shall have the right to create compilations and analyses of Client Data and Results (“Aggregate Data”) and to create reports, studies, analyses and other work product from Aggregate Data (“Analyses”) and (b) TotalCloud shall have exclusive ownership rights to, and the exclusive right to use such Aggregate Data and Analyses for any purpose, including, but not limited to advertising, marketing, and promotion of networking opportunities to other customers and prospective customers of the Services; provided, however, that TotalCloud shall not distribute Aggregate Data and Analyses in a manner that is identifiable as Client Data or in a manner in which the identity of any individual person or his or her PII can be reasonably ascertained.

Protecting personal information, we receive from you is of crucial importance to TotalCloud. While there is always some risk involved with transmitting information over the Internet, we strive to protect against the misuse of any personal information that we receive from you via our website. To guard your nonpublic personal information, TotalCloud maintains physical, electronic and procedural safeguards. TotalCloud using a technology ensures the safe transmission of all data, including personal and credit card information. By taking such measures, TotalCloud clients can feel secure in the knowledge that their data is protected when using our website. In the case of a data security breach, we are obliged to inform you of this.

PRIVACY

Privacy is important to us. TotalCloud has a separate policy about it that you should read. TotalCloud uses cookies on our website to collect data about visitors. For information about how TotalCloud and its affiliates collect, use, and share your personal data, cookies, please read our Privacy Policy(link). 

To the extent required by applicable laws, Client warrants that it complies with its obligations under relevant data protection laws in respect of its processing of personal data and in any processing instructions that  Client issues to TotalCloud, including any obligations specific to its role as a data controller or data processor (as applicable). Without limitation to the foregoing, Client shall ensure that its instructions comply with all laws, regulations and rules applicable to such personal data and that TotalCloud’s processing of the personal data in accordance with Client’s instructions will not cause TotalCloud to violate any applicable laws. Client will ensure that it has all necessary consents and notices in place to enable the lawful transfer of the personal data (as prescribed by applicable laws) to TotalCloud for the duration and purposes of this Agreement. In particular, if Client is established in the European Economic Area (“EEA”) or will, in connection with the Services, provide TotalCloud with personal data relating to an individual resident within the EEA, the GDPR Addendum found at ______(link) is incorporated into this Agreement.

If you wish to be informed about what personal data we hold about you and if you want it to be removed from our systems, please contact us at support@totalcloud.io.

TotalCloud reserves the right to modify its privacy and security policies from time to time in its business judgment and as it deems required for compliance with applicable law.

SUPPORT

TotalCloud shall make available to Client who has paid fees for the Service, support, updates, and maintenance in accordance with TotalCloud standard terms of the maintenance and support as specified in Service Level Agreement(link).

TotalCloud is dedicated to providing you with a timely Service and stand behind our software with the following commitment to you. 

TotalCloud agree to use commercially reasonable efforts to ensure the execution of any actions ("Workflow Executions") on the Service are commenced according to their scheduled start time and will continue to execute on time once started.

The service commitment does not apply to delays caused by events or actions outside our control, including but not limited to, errors caused by you or the action you are attempting to execute, authorization and/or permission errors, errors caused by AWS (or an Amazon.com, Inc. affiliate) or a Force Majeure event.

Upon notification from TotalCloud, Client shall promptly update any locally-installed software agents on Client systems that interact with the Services. Client acknowledges and agrees that its failure to timely install such an update may result in disruptions to or failures of the Services, or suspension of Customer’s access to the Services, without any liability on the part of TotalCloud to Client.

If you have any questions about support or regarding our Service Level Agreement(link) contact us at support@totalcloud.io.

SERVICE FEE AND PAYMENT

Client agrees to pay fees as set forth in the Pricing(link) or as TotalCloud and Client otherwise agree.

Client shall pay a fee for the right to use the Service (“Service Fee”) at TotalCloud’s then-current rates or as otherwise set forth in the TotalCloud order form completed by Client. Client shall pay the Service Fee monthly or annually in advance in accordance with the TotalCloud order form completed by Client. Payments shall be made in US dollars in full. 

All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Client agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon TotalCloud’s net income. 

All amounts payable by Client hereunder, including all Service Fees, shall be grossed-up for any withholding taxes imposed by any foreign government on Client’s payment of such amounts to TotalCloud.

CONFIDENTIALITY

Except for the specific rights granted by these Agreement, neither party (“Recipient”) may use, copy or disclose any of the other’s (“Discloser”) Confidential Information without Discloser’s written consent, and shall use reasonable care to safeguard Discloser’s Confidential Information, including obligating Recipient’s employees, contractors and agents (“Representatives”) who are given access to Discloser’s Confidential Information to keep such information confidential. TotalCloud agrees to treat PII included in the Client Data in accordance with all applicable United States laws and regulations. The foregoing obligations shall not apply to any Confidential Information (other than PII) that Recipient can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to Discloser, (c) generally available to the public without breach of these Agreement or (d) independently developed by it without reference to or use of any of Discloser’s Confidential Information. Promptly upon Discloser’s request at any time, Recipient shall return all of Discloser’s tangible Confidential Information. Each party may disclose the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, however, that either party may provide a copy of this Agreement or otherwise disclose its terms on a confidential basis in connection with any financing transaction or due diligence inquiry. Nothing herein shall prevent a party from disclosing these Agreements or any of the other’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, Recipient shall use reasonable efforts to (a) promptly notify Discloser in writing of such requirement to disclose and (b) cooperate as reasonably requested by Discloser at no expense to Recipient in protecting against or minimizing any such disclosure or obtaining a protective order.

As an exception to any limitations on TotalCloud's right to disclose information, in the event TotalCloud goes through a possible business transaction, such as a merger, acquisition by another company, or other sales of the company or all or a portion of its assets, Client Data (including PII) will likely be among the assets disclosed to the potential transferee (under a duty of confidentiality) and transferred, if the transferee will be continuing the Services. Client agrees that TotalCloud may transfer such Client Data and PII without Client’s prior consent.

WARRANTY

Client represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Client Data as may be necessary to permit the use contemplated under this Agreement. Client bears all responsibility and liability for the accuracy and completeness of the Client Data and TotalCloud's access, possession and use as permitted herein. In addition, Client represents and warrants that it has and will maintain a privacy policy that fully and accurately discloses to its users that information is collected, disclosed to and processed by third-party providers (like TotalCloud in the manner contemplated by the Service), including, without limitation, disclosure of the use of technology (like a JavaScript beacon or similar technology) to track users’ activity and otherwise collect information from users. TotalCloud warrants that for the term of this Agreement, the Service will perform in accordance with the written specifications provided by TotalCloud to Client, and that the Service shall be provided in a professional manner. In the event TotalCloud is not able to cure any breach of the warranty within fifteen (15) days of written notice thereof from Client, Client will at its option have the right to (i) terminate this Agreement and receive a refund of the fees which are allocable to the thirty (30) day period prior to the date the warranty claim was made and any fees Client has prepaid for the Service that it has not received as of the date of the warranty claim or (ii) elect to continue the Service, in which case TotalCloud will continue to use commercially reasonable efforts to cure the defect.

INDEMNIFICATION

Subject to the foregoing provision, and the limitations of liability provided in this Agreement, TotalCloud agrees to defend Client against any third party claims that the Service provided hereunder by TotalCloud infringes the rights of any third party, in each case, excluding claims caused by Client’s failure to meet its obligations under this Agreement.

Client agrees to indemnify and hold harmless TotalCloud against any third party claims and all resulting losses, liabilities, costs and expenses attributable to or arising from (a) any actual or alleged breach of Client’s representations and warranties contained herein, (b) Client’s unauthorized use of the Service or other TotalCloud Software, Confidential Information or other information, (c) Client’s use of the Results, including any modifications thereto or any combination of the Results with any other data or information where the claim would not have arisen but for such modification, combination or use, or (d) any actual or alleged violation by Client of the rights of any third party (including intellectual property rights or any rights of privacy or publicity).

The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defence of any claim, suit or proceeding and all negotiations for settlement. The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost). The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party’s prior written consent of the settlement.

LIMITATION OF LIABILITY

TotalCloud is not responsible for not justifying your expectations regarding the use of our Services.

TotalCloud uses reasonable skill and care in compiling the information accessible on and through this Site. However, certain information may have been compiled and/or provided to us by a third party. 

TotalCloud does not accept responsibility for the accuracy of any information which is obtained from any such third party. Furthermore, errors and omissions in the information accessible on and through this site may occur because of a number of factors which are inherent in any internet-related system and which are not within our reasonable control.

The Services and information on our website are provided "as is" and you should always attempt to verify the accuracy of any information obtained from this site before relying upon it.

DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TOTALCLOUD SOFTWARE AND SERVICES, AND ANY RESULTS OBTAINED THEREFROM BY CLIENT ARE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND. 

WITHOUT LIMITING THE FOREGOING, TOTALCLOUD MAKES NO WARRANTY (I) THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICE, OR (III) THAT ANY ERRORS IN THE SERVICE CAN OR WILL BE CORRECTED. 

TOTALCLOUD HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

TotalCloud is not responsible for any damage to your computer hardware, computer software, or other equipment or technology including, but without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure, or any other technical or other malfunction.

The Service may include gateways, links or other functionality that allows Client to access third party services (“Third Party Services”) and/or third party content and materials (“Third Party Materials”). TotalCloud does not supply and is not responsible for any Third Party Services or Third Party Materials, which may be subject to their own licenses, end-user agreements, privacy and security policies, and/or terms of use. TOTALCLOUD MAKES NO WARRANTY  AS TO  THIRD PARTY SERVICES OR THIRD PARTY  MATERIALS.

WAIVER

The failure of TotalCloud to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by TotalCloud in writing.

GOVERNING LAW AND JURISDICTIONS

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to this Agreement. In any action or proceeding arising out of or relating to this Agreement, the prevailing party will be entitled to receive in addition to all other damages to which it may be entitled, its costs and expenses (including reasonable attorneys’ fees) incurred by such party in connection with such action or proceeding.

Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

FORCE MAJEURE

Except for the payment by Client, if the performance of this  Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, act of God or any other causes beyond the control of such party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.

U.S. GOVERNMENT RESTRICTED RIGHTS. EXPORT RESTRICTIONS

If Client is an agency or contractor of the United States Government, Client acknowledges and agrees that (i) the Services (including any software forming a part thereof) were developed entirely at private expense, (ii) the Services (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to TotalCloud, (iii) the Services (including any software forming a part thereof) are not in the public domain, and (iv) the software forming a part of the Services is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR Section 252.227-7014 or FAR Part 12.212. Client agrees not to store or process any Client Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State. Client shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Services and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Client represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Client shall not permit users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Client shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its users are located.

SEVERABILITY

If any provision of this  Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

MODIFICATIONS

TotalCloud reserves, the right to modify, alter or otherwise update this Agreement by posting such change to our website at least thirty days prior to its effective time. The Client is encouraged to review the Agreement from time to time. 

Your continued use of the TotalCloud’s Services following the posting of changes will constitute your acceptance of any and all posted change. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.

NOTIFICATIONS

Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party, which, in the case of Client, shall be the address provided to TotalCloud upon signing up for the Service, and, in the case of TotalCloud, shall be 340 S LEMON AVE #3207 WALNUT, CA 91789 or, if different, the address set forth in the contact section of TotalCloud's website, or at such other address for either party as is designated in a subsequent notice. 

All notices shall be in English, effective upon receipt. Notwithstanding the foregoing, TotalCloud may provide notice to the Client via email to the email last provided to TotalCloud by the Client administrator, or by posting the notice on the TotalCloud website.

TERM AND TERMINATION

This Agreement may be earlier terminated by either party if the other party breaches a provision of these Agreements and fails to cure such breach within thirty (30) days (ten (10) days in the case of non-payment) after receiving written notice of such breach from the non-breaching party. TotalCloud reserves the right to suspend or terminate access to the Service if Client violates the license grant or restrictions regarding use of the Service.

Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of this Agreement shall survive, and (b) the provisions titled Feedback, Confidentiality, Proprietary Rights, Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination and General Provisions shall survive. Unless otherwise agreed in writing and signed by an authorized representative of TotalCloud, TotalCloud has no obligation to retain any Client Data or Results after the expiration or termination of this Agreement.

MISCELLANEOUS

 No joint venture, partnership, employment, or agency relationship exists between Client and TotalCloud as a result of this Agreement or use of the Service.

 Client acknowledges that TotalCloud may desire to use its name and logo in its web site, press releases, product brochures and financial reports indicating that Client is a customer of TotalCloud, and Client agrees that TotalCloud may use its name and logo in such a manner. Client reserves the right to review any use of its name or logo and to grant or withhold permission, provided that permission will not reasonably be withheld.

Each party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.

ENTIRE AGREEMENT

This  Agreement, together with any applicable TotalCloud’s terms, policies and agreements, comprises the entire agreement between Client and TotalCloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No amendment to or modification of this  Agreement will be binding unless in writing and signed by an authorized representative of each party.