You consent to the collection and use of your personal information in accordance with this privacy policy, which may change from time to time, as our website https://totalcloud.io (the "Website") and related online cloud management services (the "Service") evolves.

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.


This privacy policy describes:

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


Collection of Personal Information

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

  • Name;
  • Contact information;
  • 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;
  • Any other information requested from you upon signing up to become a subscriber or account holder on our Service; 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.

Data Logs

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.  

PROVIDING US WITH THIRD-PARTY PERSONAL INFORMATION

TO THE EXTENT YOU PROVIDE US OR OUR SERVICE WITH, OR ACCESS TO, OR UPLOAD DATA TO  THE SERVICE THAT INCLUDES THE PERSONAL INFORMATION OF ANOTHER PERSON, YOU REPRESENT AND WARRANT THAT YOU HAVE THEIR AUTHORIZATION AND INFORMED CONSENT TO PROVIDE US WITH THAT INFORMATION, AND TO USE THAT INFORMATION IN ACCORDANCE WITH THIS PRIVACY POLICY, OUR TERMS OF SERVICE AND THE ORDINARY FUNCTIONALITY OF THE SERVICE, AS UPDATED FROM TIME TO TIME.  FOR THE PURPOSE OF THIS PRIVACY POLICY, YOU AGREE THAT INFORMED CONSENT INCLUDES ADVISING SUCH THIRD PARTIES THAT, WHERE APPLICABLE, THEIR PERSONAL INFORMATION IS SHARED WITH TOTALCLOUD INC.

With respect to any personal information supplied to us, we keep personal information only for as long as it is required for the purposes for which it was collected and compliance with laws and regulations. As a result, there is no single retention period applicable to all instances of personal information collected by us. Upon your request, we will redact or where appropriate, delete, any third party personal information stored in the data logs.

If you terminate your account with us and there are no balances on your account owing to us, we may also delete your personal information, account, data logs and any other information stored by us concerning your account.  

The Use of Your Personal Information

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 certain personal information you provide the Payment Processors, such as the name on your credit card, the address associated with the card and the credit card expiration date. 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.

The Disclosure of Your Personal Information and Access to It

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 may be 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 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 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.

Retention of Your Personal Information

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

Use of Cookies

Our Website and Service may place a temporary or permanent "cookie" in the browser files of your computer.  The cookie itself does not contain any personally identifying information.  However, the cookie may enable us to relate your use of our Website and Service to information that you have specifically and knowingly provided.  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.

European General Data Protection Regulation

Our privacy practices intend to meet the requirements of the General Data Protection Regulation of the European Union ("GDPR"). As a company that may process the personal information of persons who reside in or are citizens of the European Union (a "European person"), we have implemented appropriate technical and organizational measures to meet the GDPR’s requirements and protect European persons personal information. Our technical measures to protect personal information take into account current technology available and the costs of implementing that technology in addition to the nature, scope, context and purposes of the personal information collected and processed. If you have any questions about our technical and organizational measures to meet the GDPR requirements, please contact us.

If you collect personal information from European persons, you represent and warrant to us that your personal information collection and storage procedures comply, at all times, with the GDPR. To the extent you provide us with, or, have our Service process any personal information of a European person, you further represent that you have obtained informed consent to transfer their information, internationally, to us. If such consent is subsequently revoked, you agree to inform us immediately.

Inquiries

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

The following TotalCloud, Inc. terms and conditions agreement (“Terms” or “Agreement”) constitute a legal agreement between you and the entity on whose behalf you are accessing the Service (“Client”) and TotalCloud, Inc. (“TotalCloud”) relating to TotalCloud’s proprietary customer engagement platform (the “Software”) which is made available for Client’s use as provided herein (the “Service”). Client’s use of the Service is subject to the terms and conditions set forth below, so Client should take the time to fully understand how these Terms govern Client’s relationship with TotalCloud and Client’s use of the Service. If you have questions regarding the Terms, please contact us at support@totalcloud.io.

CLIENT’S RIGHT TO USE THE SERVICE IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CLIENT. IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF CLIENT DOES NOT AGREE WITH ANY PROVISION OF THE TERMS, OR YOU DO NOT HAVE AUTHORITY TO BIND CLIENT, YOU MUST AND MAY NOT ACCESS OR USE THE SERVICE IN ANY MANNER FOR ANY PURPOSE.

TotalCloud reserves, the right to modify, alter or otherwise update these Terms by posting such change to its website at least thirty days prior to its effective time. The client is encouraged to review the Terms from time to time. Your continued use of the TotalCloud Services following the posting of changes will constitute your acceptance of any and all posted changes.

Service and Licenses

Service and Access Credentials

The client will provide reasonable cooperation, assistance, information and access to TotalCloud as may be necessary to initiate Client’s use of the Service. Subject to all terms and conditions of these Terms, TotalCloud will provide Client with access to certain functionality of its proprietary software for use as permitted under this Agreement. As part of the implementation process, Client will identify an administrative user name and password that will be used to set up Client’s account. Client may use the administrative user name and password to create subaccounts for its employee users (each with unique login IDs and passwords). Client shall be responsible for the acts or omissions of any person who accesses the Service using passwords or access procedures provided to or created by Client. TotalCloud reserves the right to refuse registration of, or to suspend or cancel, login IDs that violate the terms and conditions set forth in these Terms.

Access Right

Subject to all terms and conditions of these Terms, TotalCloud grants Client a nonexclusive, nontransferable (except as set forth herein) right to access and use certain functionality of the Software made available by TotalCloud (including the Background Materials (as defined below) necessary to use the Service), solely for Client’s internal business purposes during the term set forth on the applicable order and subject to any limitations set forth on such order. The Software is made available to Client solely as hosted by or on behalf of TotalCloud, and nothing in these Terms shall be construed to grant Client any right to receive any copy of the Software. Client’s access and use of the Service shall comply with all other conditions set forth in all documentation, such as the user guide, help information, and other document regarding the Service, in each case that is provided or made available by TotalCloud to Client in electronic or other form (“Documentation”). For the avoidance of confusion, this includes, for example, any requirements regarding data formats, number of permitted users or prohibited uses.

Restrictions

Client shall not directly or indirectly (a) use any of TotalCloud's Confidential Information (as defined below) to create any service, software or documentation that performs substantially the same functionality as the Service, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Service or Background Materials (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use any TotalCloud Property (as defined below) in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwise modify any TotalCloud Property, or (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns in connection with Client’s use of the Service in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.

Feedback

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.

Client Data

Client hereby grants TotalCloud a nonexclusive and royalty-free right and license to access, copy, process and use all information, data and other content provided by Client in connection with its authorized use of the Service (“Client Data”), including all data regarding Client’s users that is processed by the Service, solely for the purpose of providing the Service, or as otherwise provided herein. Client agrees that (a) the Service depends on the availability of the Client Data and (b) TotalCloud will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Client Data. Unless otherwise expressly agreed in a writing that is signed by an authorized representative of TotalCloud, TotalCloud shall have no obligation to store Client Data beyond any period specified in your order.

Client Systems

Client is responsible for providing (a) all subscriptions and credentials necessary for TotalCloud to receive the Client Data and (b) all equipment, servers, devices, storage, other software, databases, network and communications equipment and ancillary services needed to send data to TotalCloud from its facility (collectively, “Client Systems”). Client shall ensure that Client Systems are compatible with the Service and comply with all configurations and specifications described in the Documentation.

Limitations

TotalCloud will not be liable for any failures in the Service or any other problems which are related to (a) the Client Data or Client Systems or (b) any satellite, telecommunications, network or other equipment or service outside of TotalCloud's facilities or control.

Support

TotalCloud will use commercially reasonable efforts to provide Client with technical support and to make available updates for the Service in accordance with its regular business practices. Client agrees that TotalCloud may charge for any support service resulting from problems, errors or inquiries related to the Client Data or Client Systems.

Pricing and Payments

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 these Terms 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

“Confidential Information” means, (a) with respect to TotalCloud, all financial, business or technical information disclosed by or for TotalCloud in relation to these Terms 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. Except for the specific rights granted by these Terms, 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 Terms 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 these Terms without the prior consent of the other party; provided, however, that either party may provide a copy of these Terms 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 Terms 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 sale 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.

Proprietary Rights

Definitions

As used in these Terms: “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; and “Results” means the work products resulting from the Service that are 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.

Results and 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.

General Learning; Aggregate Data

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.

Reservation of Rights

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”).

Warranties and Disclaimers

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 these Terms. 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.

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TOTALCLOUD SOFTWARE AND SERVICES, AND ANY RESULTS OBTAINED THERE FROM 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.

Injunctions of the Service

If the Service becomes or, in TotalCloud's opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, TotalCloud may, at its option (1) obtain for Client the right to continue using the Service or (2) replace or modify the Service so that it becomes non-infringing without substantially compromising its principal functions. If (1) and (2) are not reasonably available to TotalCloud, then it may terminate these Terms upon written notice to Client and refund to Client any prepaid Service fees, pro-rated for the remainder of the prepaid period.

Indemnification

Subject to the foregoing provision, and the limitations of liability provided in these Terms, 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 defense 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

IN NO EVENT SHALL TOTALCLOUD BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TOTALCLOUD BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR OWED TO TOTALCLOUD HEREUNDER DURING THE PRECEDING TWELVE (12) MONTH PERIOD. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Term and Termination

These Terms shall commence on the date Client begins using the Service (the “Effective Date”) and shall continue in effect for as long as Client’s authorized use of the Service continues (as set forth in TotalCloud order form completed by Client); provided however, that obligations of Confidentiality shall continue in effect for two (2) years after the expiration or termination of the Service.

Trial Version

TotalCloud may agree to grant you 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, these Terms shall apply to Client’s use of the trial version and, if Client later converts to the paid version, these Terms 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.

Termination

These Terms may be earlier terminated by either party if the other party breaches a provision of these Terms 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.

Effects of Termination

Upon any expiration or termination of these Terms, 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 these Terms 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.

General Provisions

Entire Agreement

These Terms (which includes any TotalCloud order form executed by the parties) constitutes the entire agreement and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of these Terms.

Waivers, Consents and Modifications

No waiver, consent or modification of these Terms shall bind TotalCloud or Client unless in writing and signed by the party against which enforcement is sought. These Terms may be modified solely upon the written agreement of both Client and TotalCloud. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights.

Severability

If any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

Governing Law; Venue; Waiver of Jury Trial

These Terms shall be governed by and construed in accordance with the laws 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 these Terms. 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

In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

Notices

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.

Assignment

This Agreement shall be binding upon and for the benefit of TotalCloud, Client and their permitted successors and assigns. Either party may assign this Agreement to its Affiliates or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Except as expressly stated in this Agreement, Client many not otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of TotalCloud, and any attempted assignment or delegation without such consent will be void.

Independent Contractors

The parties shall be independent contractors under these Terms, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint ventures or partners for any purpose. BY USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CLIENT. IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF CLIENT DOES NOT AGREE WITH ANY PROVISION OF THE TERMS, OR YOU DO NOT HAVE THE AUTHORITY TO BIND CLIENT, YOU MAY NOT ACCESS OR USE THE SERVICE IN ANY MANNER FOR ANY PURPOSE.

TotalCloud End User License Agreement

Version 1.0

As a TotalCloud user, you have agreed to TotalCloud Inc.'s ("we", "us" or "our") Terms of Services (the "Terms") upon creating your account. This Service Level Agreement ("SLA") and your reliance on it, is subject to our Terms. Any capitalized words or phrases in this SLA shall have the meaning attributed to them in the Terms, unless otherwise indicated.

TotalCloud's SLA is a commitment to our users to ensure the actions you execute through our Service are performed on a timely basis. We are dedicated to providing you with a timely Service and stand behind our software with the following commitment to you.

Service Commitment

We 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. A force majeure event is a cause or event that is not reasonably foreseeable including but not limited to acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism, vandalism, accidents, restraint of government, governmental acts, injunctions, labor strikes and other like events that prevent us from delivering the Service in a timely manner.

If you have any questions regarding our Service Level Agreement contact us at support@totalcloud.io.