Welcome, and thank you for your interest in the multicloud services provided by CloudVerse Pte. Ltd (“CloudVerse”). These Terms of Service are a legally binding contract between you and CloudVerse regarding your use of the Services.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING the then-current additional terms applicable to the Services posted online, any Service-specific terms, the Service Level Agreement, and any other specific terms (collectively, “Additional Terms,” and together with these Terms of Service, the “Terms”). If you are not eligible, or do not agree to the Terms, then you do not have CloudVerse’s permission to use the Services. YOUR USE OF THE SERVICES, AND CLOUDVERSE’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY CLOUDVERSE AND BY YOU TO BE BOUND BY THESE TERMS.
The Services are further described here and include: (a) the documentation for the Services (as may be updated from time to time) in the form generally made available by CloudVerse to its customers for use with the Services; (b) the APIs, mobile applications, and Software provided by CloudVerse in connection with the Services; and (c) any additional services purchased by you. The Services may allow you to create applications using the Services or run applications on the Services, including any source code written by or on behalf of you to be used with the Services or otherwise hosted on CloudVerse (“Applications”).
You must be at least 14 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 14 years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
(a) These Term of Service is applied and explained in accordance with the laws of Singapore on all issues and aspects related.
(b) You and CloudVerse agree that, in the event of any disputes or conflicts that cannot resolve themselves by negotiation, conciliation, the case and the dispute will be resolved arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force
(a) Accounts and Registration. When you register for a CloudVerse account authorized to access the Services (“Account”), you may be required to provide us with some information, such as your name, postal address, email address, and/or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You are responsible for safeguarding any and all Account details and access credentials, and you shall be responsible for any use of the Account or Services and all activities that occur under your Account, regardless of whether the activities are authorized or undertaken by you, your employees or a third party (including your contractors, agents and/or End Users), and including in circumstances due to your failure to properly safeguard such Account details and access credentials. Except to the extent caused by our breach of these Terms, CloudVerse is not responsible for any unauthorized access to your account. Any breach of these Terms or any use of your Account by anyone will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations to us.
(b) License. Any entities or individuals that access the Services under your Account or an Application are referred to in these Terms as “End Users”. You shall and shall ensure that your authorized End Users access and use the Services in accordance with these Terms during the Term (defined below in Section 9). Such Services shall be provided during the Term. You and your authorized End Users shall only access the Services via your Account and the use of any Services shall be subject to these Terms. If you become aware of any unauthorized use of your Account or the password for your Account, you will notify CloudVerse immediately. If you are an entity, organization, or company, you will ensure your employees and contractors access the Services through your Account. CloudVerse may provide downloadable tools, software development kits, sample code, APIs, or other computer software including those provided in connection with the Services or with the use of your Account (and any periodic updates thereto from time to time) (“Software”). You acknowledge that CloudVerse or its licensors own all rights, titles and interest in and to the Services and the Software. Subject to your and your authorized End Users’ compliance with these Terms, CloudVerse grants, or shall procure the grant, to you and your authorized End Users a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Software in a manner not exceeding any applicable usage limitation or term, and within the designated territory for use or receipt of Services, and only in connection with the Services. To the extent that any Software comes with an end user license agreement, terms of service or other similar agreement governing the use of such Software, you agree that you will, and ensure your End Users, strictly comply with such agreement. Other than as specified in the foregoing, no other rights are granted to you under these Terms to use the Services (including any Software offered in connection therewith).
(c) Suspension of Services. If you become aware or reasonably suspect that any Application (including an End User’s use of an Application) or User Data violates these Terms, you will immediately suspend the Application, remove the User Data, and suspend access by End Users. If you fail to take such action, CloudVerse may suspend or disable the Application and your Account until that violation is remediated to CloudVerse’s satisfaction. In the event that CloudVerse determines at its sole discretion that your or your End User’s use of the Services could:
(d) Service Modification or Discontinuation. CloudVerse may discontinue or make any changes to the Services (or any portion thereof) at any time without incurring liability to you. CloudVerse may choose to, without limitation, discontinue, limit, restrict, change or remove the Services, any Service component, or availability of the Services (or any portion or component thereof) in any specific Service Region, territory or industry sector or field of business. If CloudVerse discontinues or makes any changes to the Services that would materially decrease the functionality of those Services, CloudVerse will use commercially reasonable efforts to inform you of the change with reasonable advance notice before it goes into effect, provided that you have subscribed to be informed about those changes. CloudVerse may make the change, and will not be obligated to provide notice, if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Services or CloudVerse, comply with or respond to litigation, address Intellectual Property Rights concerns, or comply with the law or government requests. CloudVerse may provide periodic updates to the Software or Services from time to time (“Updates”). CloudVerse may also make new features or functionality available from time to time through the Services and add new services to the Services from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon your agreement to additional requirements.
(e) Third Party Applications. You are solely responsible for any software, tools or applications used by you in connection with your use of the Services ("Third Party Software"), including third party software made available or offered in connection with the Services. CloudVerse is not responsible for and is not liable for any damages or losses arising from the use of the Third Party Software, and CloudVerse does not endorse, support or guarantee the quality, reliability, or suitability of any Third Party Software. You agree that the use and making available of any Third Party Software is at your own risk. You shall comply with and ensure that your End Users comply with any terms and conditions applicable to Third Party Software. CloudVerse does not provide any technical support for any Third Party Software.
(a) You may, from time to time, be required to make payments to us as part of your use of the Services (“Fees”). Except as otherwise set forth in any region-specific or Service specific terms, all Fees are non-refundable and exclusive of any Taxes. You agree that you are solely responsible for payment of all Fees and Taxes associated with any such payments. All payments made by you shall be made free and clear of and without deduction for any tax, set-off, withholding or counterclaim. To the extent that you are required by applicable law to make such a deduction or withholding of tax, you shall provide us with an official tax receipt or other appropriate supporting documentation within 30 days after payment of the deduction or withholding tax and increase the amount paid to us to the extent necessary to ensure that we receive a sum equal to the amount we would have received had no such deduction or withholding been made. “Taxes” means any duties, customs fees, or taxes (other than CloudVerse’s income tax) associated with the purchase of the Services, including any related penalties, interest or other additions thereto.
(b) To the extent permitted under applicable laws, CloudVerse may increase or introduce new Fees and charges for any existing Services at any time after prior notice. Any new or changed charges will apply to the Services as of the date specified in the relevant notice, or if no such date is specified then with immediate effect.
(c) If you and CloudVerse agree to other payment terms or Payment Methods in writing (including email), then those alternative provisions shall apply in the event of a conﬂict with this Section.
(a) SLAs. CloudVerse will use commercially reasonable efforts to provide any related Services in accordance with the relevant and then-current service level agreement(s) (“SLA”), if any, set forth in the Additional Terms. The parties acknowledge and agree that, regardless of anything to the contrary in these Terms, your sole and exclusive remedy for a breach of an SLA is the receipt of any applicable service credits as set forth and pursuant to the applicable SLA.
(b) Support for Applications. You are responsible for the operation, integration and technical support of your Applications.
(a) Compliance. You are solely responsible for your Applications and User Data and for making sure your Applications and User Data comply with these Terms (including the Additional Terms) and that use of the same in connection with the Services complies with applicable laws. CloudVerse reserves the right to review all Applications to ensure your compliance with these Terms. You acknowledge and agree that you are responsible for all use of the Services by End Users, End Users’ access to Applications and User Data, activities under Accounts, and for otherwise ensuring that each End User complies with these Terms.
(b) Privacy. You acknowledge and agree that you are solely responsible for the processing of any Personal Data in respect of End Users and any persons whose Personal Data is contained in the User Data, and shall protect the privacy of the End Users and such persons, and shall comply with all applicable laws and regulations in respect of the same (including by making such disclosures, and obtaining such consents, as are necessary to ensure the Personal Data of End Users or any persons whose Personal Data is contained in User Data may be processed by the Services). You shall be solely responsible for any access, monitoring, use, or disclosure of Personal Data submitted by End Users through the Services.
(c) Restrictions. You will not, and will not allow your Affiliates, employees, and contractors and any third parties under your control, management, supervision, or otherwise to:
(a) CloudVerse Intellectual Property Rights. You agree that all Intellectual Property Rights in and to the Services, as between you and CloudVerse, will be owned by CloudVerse, or CloudVerse’s licensors, as the case may be. Except as expressly set forth in these Terms and to the extent permissible under applicable law, CloudVerse does not grant to you any licenses or other rights, implied or otherwise, in or to CloudVerse’s Intellectual Property Rights. “Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trade secret, trademark, or moral rights laws, and other similar rights.
(b) CloudVerse Confidential Information. “CloudVerse Confidential Information” means information that CloudVerse discloses to you under these Terms, and that is marked as confidential or should reasonably be considered confidential based on the nature of the information and the circumstances of its disclosure. You will not disclose CloudVerse Confidential Information except to those of your Affiliates, employees, and contractors who need to know the CloudVerse Confidential Information for the purposes of exercising your rights and performing your obligations under these Terms, and who have agreed in writing to confidentiality obligations that are at least as protective as these Terms. You will, and will take appropriate measures to, ensure that your Affiliates, employees, and contractors: (i)take at least reasonable care to protect the confidentiality of the CloudVerse Confidential Information; and (ii) do not use the CloudVerse Confidential Information for any purpose other than to exercise your rights and perform your obligations under these Terms. However, you may also disclose CloudVerse Confidential Information to the extent required by applicable laws, regulations, or government orders, provided that you use commercially reasonable efforts, if legally permitted, to: (i) promptly notify CloudVerse of those disclosure requirements before disclosing the CloudVerse Confidential Information; and (ii) provide to CloudVerse any information reasonably requested to assist CloudVerse in seeking a protective order or other confidential treatment for that CloudVerse Confidential Information.
(c) User Data.
(i) “User Data” means any data, information, media or other content submitted by or on behalf of you or your End Users to the Services, including but not limited to any Personal Data, but excluding any data provided to CloudVerse as part of your general Account.
(ii) You hereby grant to CloudVerse a non-exclusive, sublicensable license to access, copy, and use User Data to provide the Services, and/or otherwise use such User Data in accordance with these Terms.
(iii) You acknowledge and agree that CloudVerse may disclose User Data to third parties with or without notice to you: (1) to comply with applicable laws or protect CloudVerse’s rights; or (2) to comply with court orders, a lawful government or law enforcement request, or other legal processes. CloudVerse may also block or remove User Data as required by applicable laws, in which case CloudVerse will make reasonable commercial efforts to promptly notify you if legally permissible.
(iv) You are solely responsible for maintaining and backing up User Data. You represent and warrant that: (1) you have all rights required to provide User Data to CloudVerse, for CloudVerse to use the User Data as provided for in these Terms, and for you to use in connection with your use of the Services; and (2) User Data, and your use of User Data through the Services does not violate any laws or rights of any person. You retain any Intellectual Property Rights you may have in User Data.
(a) Term. These Terms will commence when you accept these Terms or first download, install, access, or use the Services and continue until terminated as set forth below (“Term”).
(b) Termination, Suspension and/or Modification by CloudVerse. To the extent permitted under applicable laws, CloudVerse may, at its sole discretion, terminate these Terms, or suspend, modify, restrict or terminate your access to or use of the Services or any aspect of the Services, in whole or in part, or with respect to a Service Region or territory immediately upon written notice to you if:
(i) you violate any provisions of these Terms;
(ii) you have not paid any Fees or other amounts owed by you to CloudVerse within 30 days after the applicable due date;
(iii) CloudVerse reasonably believes that you or an End User have violated any applicable laws, or engaged in any fraudulent or deceptive activity, in connection with the use of the Services;
(iv) you enter into liquidation, administrative receivership, bankruptcy or make any voluntary agreement with your creditors or are unable to pay your debts as they fall due;
(v) CloudVerse is required to by applicable laws, court orders or requirements imposed by government bodies, or if CloudVerse otherwise determines that it is reasonable to do so in order to ensure that CloudVerse does not violate or risk violation of the same; or
(vi) any current or future regulatory or other requirement (1) subjects CloudVerse to an obligation not generally applicable to businesses operating in a Service Region; (2) would result in difficulty for CloudVerse to continue offering the affected Service(s); or (3) CloudVerse reasonably believes may conflict with these Terms or the Services.
(c) Termination by you. You may terminate your Account and these Terms at any time by following the instructions provided within the Services. If you terminate your Account and these Terms, you are not entitled to a refund of any Fees paid to CloudVerse.
(d) No Liability for Termination. Except as expressly required by law, if either party terminates these Terms in accordance with the foregoing, neither party will be liable to the other because of the termination, for expenditures or commitments made in connection with these Terms or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
(e) Effects of Suspension. If CloudVerse restricts or suspends your access to any or all of the Services, or otherwise modifies the Services under these Terms: (i) where Services are suspended, you remain responsible for all Fees accrued through the date of suspension (including where the charges were incurred before suspension date but performance of the relevant obligations were after the suspension date); (ii) you remain responsible for any applicable charges for any part of the Services (including any modified portions thereto) to which you have access; and (iii) you will not be entitled to any service credits under any applicable SLA for any period of suspension, modification or restriction.
(f) Effects of Termination.
(i) Upon termination or expiration of these Terms: (1) you will pay CloudVerse any Fees or other amounts owed under these Terms within 30 days of termination or expiration; (2) you will delete the Software and remove from the Services any Application and User Data; (3) your rights under these Terms shall immediately cease; and (4) upon CloudVerse’s request, you will use commercially reasonable efforts to return or destroy all CloudVerse Confidential Information. CloudVerse has no obligation to make accessible to you any User Data after the termination of these Terms.
(ii) In addition, the following provisions will survive any termination of these Terms: Sections 1, 3, 5, 7, 8, 9(d), (e), (f), 10, 11, 12 and 13.
(a) Independent Contractors. The relationship of the parties established by these Terms is that of independent contractors, and nothing contained in these Terms should be construed to give either party the power to: (i) act as an agent; or (ii) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party and neither party has authority to bind the other party.
(b) Non-Assignability and Binding Effect. Neither party may assign or otherwise transfer, by operation of law or otherwise, its rights or obligations under these Terms without the prior written consent of the other party, except that CloudVerse may freely assign or otherwise transfer these Terms without your consent: (i) in connection with a merger, acquisition or sale of all or substantially all of CloudVerse’s assets; or (ii) to any Affiliate or as part of a corporate reorganization. Upon such assignment or transfer taking effect, the successor or permitted assigns (as the case may be) shall assume assignor/transferor’s liability and assignor/transferor is released from the same. Any attempted assignment or transfer in violation of the foregoing restriction will be void. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
(c) Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically, whether by e-mail, through the Services platform, or otherwise, will satisfy any legal communication requirements, including that those communications be in writing.
(d) Force Majeure. If the performance of these Terms is prevented, delayed, hindered or restricted, or CloudVerse breaches these Terms due to an event of force majeure, including but not limited to: (i) natural disasters; (ii) acts of government; (iii) promulgation or change of laws, regulations or policies (including Trade Laws, sanctions, restrictive measures or regulations); (iv) strikes or unrest; or (v) any significant change of circumstances (including changes in applicable laws which would render provision of Services potentially illegal or different from that contemplated by the parties at time of the acceptance of these Terms or first download, install, access, or use the Services), foreseeable or otherwise, in no case shall CloudVerse be liable for the breach of these Terms, or be otherwise liable for any such failure or delay in the performance of such obligations. If any of the abovementioned events persists for more than 15 calendar days, CloudVerse may terminate these Terms, without assuming any liability, by immediate written notice to you.
(e) Waiver and Severability. The waiver by either party of any breach of these Terms does not waive any other breach. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any part of these Terms is unenforceable, the remaining portions of these Terms will remain in full force and effect.
(f) No Third-Party Beneficiaries. These Terms are not intended to confer any benefits on any third party except to the extent that it expressly states that it does. End Users are not third party beneficiaries to these Terms.
(g) Entire Agreement. These Terms and the Additional Terms are the final and complete expression of all agreements between you and CloudVerse regarding their subject matter and supersede all prior oral and written agreements regarding these matters. The Additional Terms referred to in these Terms are incorporated by this reference. CloudVerse shall not be bound by any term which is different from, modifies or otherwise in addition to the terms of these Terms, unless modified in accordance with these Terms, or otherwise agreed in writing. Where applicable, if you enter into a separate service agreement with CloudVerse in respect of the Services, and where expressly provided by that service agreement, the terms of the service agreement shall prevail to the extent that there is any conflict or inconsistency between the terms of that service agreement and these Terms.
(i) Language. All communications and notices in relation to these Terms shall be made or given in either English or Vietnamese. Notwithstanding the foregoing, to the extent any translations of these Terms are made, the English version shall prevail.
(k) Publicity. You agree that CloudVerse may refer to you as a customer of CloudVerse and use your name and logo in CloudVerse’s marketing materials and websites. You shall not use CloudVerse’s trademarks, service marks, service or trade names, logos (“CloudVerse Marks”); or identify CloudVerse as a supplier of the Services without prior written consent of CloudVerse. Notwithstanding the permission granted, unless otherwise agreed by CloudVerse in writing, your limited permission to identify CloudVerse for such purposes and for the use of CloudVerse’s Marks shall terminate as soon as these Terms expire or are terminated, whichever is sooner. Your use of the CloudVerse Marks shall be subject to any terms, conditions, or guidelines that CloudVerse may issue from time to time.
(l) Notice. Any notice required or permitted to be given under these Terms will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth above (in the case of CloudVerse) and the registered billing address or any other address registered with us (in your case) and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notwithstanding the foregoing, any notices, communications, or disclosures sent electronically by CloudVerse through email, the platform for the Services or otherwise, shall be deemed a valid and binding notice required or permitted to be given under these Terms.