Terms of use

SOFTWARE SERVICES AGREEMENT

This Software Services Agreement, as of the date that You accept this Agreement (defined below) (“Effective Date”), is hereby entered into and agreed upon by you, either an individual or an entity (“You” or “Company”) and Cloudscaff (“Cloudscaff”).

BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, BY SELECTING A PRICE PLAN, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY UTILIZING THE SERVICES (DEFINED BELOW), YOU AGREE TO THE TERMS ANDN PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND Cloudscaff AND SETS FORTH THE TERMS THAT GOVERN THE LICENSE PROVIDED TO YOU HEREUNDER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THIS AGREEMENT WILL NOT BE ACCEPTED AND WILL NOT BE A PART OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS, DOWNLOAD, INSTALL, OR USE THE SOFTWARE OR SERVICES.

Cloudscaff may modify this Agreement from time to time and will post the most up-to-date version on its website. Your continued use of the Services and Software following modification to the updated Agreement constitutes Your consent to be bound by the same.

1. DEFINITIONS

   1. Affiliates means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, Your Affiliates may use the license granted hereunder.
   2. Agreement means the Software Services Agreement, any applicable Product Addendum, the Data Processing Addendum, and the Order Form.
   3. Data Processing Addendum(a) means the terms of the data processing addendum, which are incorporated herein by reference.
   4. Devices means (whether physical or virtual) a server, system, workstation, computer, mobile device, or end point upon which or through which the Services are used and/or on which the Software is installed.
   5. Documentation means the official user documentation prepared and provided by Cloudscaff to You on the use of the Services or Software (as updated from time to time). 
   6. Order Form means the Cloudscaff order page, pricing plan, product information dashboard, or other Cloudscaff ordering document that specifies Your purchase of the Services, pricing, and other related information.
   7. Personal Information has the meaning ascribed to such term in the POPI Act.
   8. POPI and/or the Act means the Protection of Personal Information Act, 4 of 2013.
   9. Product Addendum(s) means additional terms and conditions set forth in Section 14 that relate to the applicable Services, Software, or Documentation.
   10. Services means the products and software services, including any application programming interface that accesses functionality, that are provided to You by Cloudscaff.
   11. Software means the object code versions of any downloadable software provided by Cloudscaff solely for the purpose of accessing the Services, including but not limited to an agent, together with the updates, new releases or versions, modifications or enhancements, owned and provided by Cloudscaff to You pursuant to this Agreement.
   12. Support means the standard maintenance or support provided by Cloudscaff or its designated agents as set forth in this Agreement if applicable to You.
   13. User means an individual authorized by You to use the Services, Software, and Documentation, for whom You have purchased a subscription or to whom You have supplied a user identification and password. User(s) may only include Your employees, consultants, and contractors, and if applicable, Your Clients.
   14. Your Data or Data means data, files, or information, including data, files, or information that include Personal Information, accessed, used, communicated, stored, or submitted by You or Your Users related to Your or Your User’s use of the Services or Software.

2. PROVISION OF SERVICES

   1. Services License. Upon payment of fees and subject to continuous compliance with this Agreement, Cloudscaff hereby grants You a limited, non-exclusive, non-transferable license to access, use, and install (if applicable) the Services, Software, and Documentation during the Term (defined below). You may provide, make available to, or permit Your Users to use or access the Services, the Software, or Documentation, in whole or in part. You agree that Cloud Scaff may deliver the Services or Software to You with the assistance of its Affiliates, licensors, and service providers. During the Term (as defined herein), Cloudscaff may update or modify the Services or Software or provide alternative Services or Software to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of a third- party program. Cloudscaff’s updates or modifications to the Services or Software or provisions of alternative Services or Software will not materially reduce the level of performance, functionality, security, or availability of the Services or Software during the Term. If Cloudscaff decides to end of life the Services or Software, then it shall be in accordance with its established End of Life Policy.
   2. Evaluation or Beta License. If the Services, Software, and Documentation are provided to You for evaluation, beta, or release candidate purposes, Cloudscaff grants to You a limited, non-exclusive, non-transferable evaluation license to use the Services, Software, and Documentation solely for evaluation prior to purchase or implementation (an “Evaluation License”). You shall not use the Evaluation License for production use. The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from Cloudscaff in its sole discretion. Notwithstanding any other provision contained herein, the Services, Software, and Documentation provided pursuant to an Evaluation License are provided to You “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with this Section, all other terms of this Agreement shall apply to the Services, Software, and Documentation licensed under an Evaluation License.
   3. Pricing Plans – software. At the start of each month Your pricing plan in respect of software solutions will be reset to Plan 1. As You create handover certificates throughout the month using the Software, the system shall automatically identify and bill You the most cost-effective pricing plan based on Your usage. 
   4. Pricing Plans – drawings. You must select a pricing plan upfront. Once a pricing plan is purchased, Your usage will be tracked on Your personal dashboard. Once You have reached your limit in terms of Your purchased pricing plan, the system will notify You to top up your account with additional drawings. 

3. LICENSE RESTRICTIONS; OBLIGATIONS

   1. License Restrictions. You may not (i) provide, make available to, or permit individuals other than Your Users to use or access the Services, the Software, or Documentation, in whole or in part; (ii) copy, reproduce, republish, upload, post, or transmit the Services, Software, or Documentation (except for backup or archival purposes, which will not be used for transfer, distribution, sale, or installation on Your Devices); (iii) license, sell, resell, rent, lease, transfer, distribute, or otherwise transfer rights to the Services, Software, or Documentation unless as authorized in this Agreement; (iv) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Services, Software, or Documentation; (v) create, market, distribute add-ons or enhancements or incorporate into another product the Services or Software without prior written consent of Cloudscaff; (vi) remove any proprietary notices or labels on the Services, Software, or Documentation, unless authorized by Cloudscaff; (vii) license the Services, Software, or Documentation (viii) use the Services, Software, or Documentation to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (vi) use the Software or Services to store or transmit malicious code; or (vii) not interfere with or disrupt the integrity or performance of the Software or Services.
   2. Your Obligations. You acknowledge, agree, and warrant that: (i) You will be responsible for Your and Your Users’ activity and compliance with this Agreement, and if You become aware of any violation, You will immediately terminate the offending party’s access to the Services, Software, and Documentation and notify Cloudscaff; (ii) You and Your Users will comply with all applicable laws; (iii) You will establish a constant internet connection and electrical supply for the use of the Services, ensure the Software is installed on a supported platform as set forth in the Documentation, and the Services and Software are used only with public domain or properly licensed third party materials; (iv) You will install the latest version of the Software on Devices accessing or using the Services; (v) You are legally able to process Your Data and are able to legally able to provide Your Data to Cloudscaff and its Affiliates, including obtaining appropriate consents or rights for such processing, as outlined further herein, and have the right to access and use Your infrastructure, including any system or network, to obtain or provide the Services and Software and will be solely responsible for the accuracy, security, quality, integrity, and legality of the same; and (vi) You will keep your registration information, billing information, passwords and technical data accurate, complete, secure and current for as long as You subscribe to the Services, Software and Documentation.

4. PROPRIETARY RIGHTS.

   1. Ownership of Cloudscaff Intellectual Property. The Services, Software, and Documentation are licensed, not sold. Use of “purchase” in conjunction with licenses of the Services, Software and Documentation shall not imply a transfer of ownership. Except for the limited rights expressly granted by Cloudscaff to You, You acknowledge and agree that all right, title and interest in and to all copyright, trademark, patent, trade secret, intellectual property (including without limitation algorithms, business processes, improvements, enhancements, modifications, derivative works, information collected and analyzed in connection with the Services) and other proprietary rights, arising out of or relating to the Services, the Software, the provision of the Services or Software, and the Documentation, belong exclusively to Cloudscaff or its suppliers or licensors. All rights, title, and interest in and to content, which may be accessed through the Services or the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives You no rights to such content, including use of the same. Cloudscaff is hereby granted a royalty-free, fully-paid, worldwide, exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the Services or Software only. All rights not expressly granted under this Agreement are reserved by Cloudscaff.
   2. Ownership of Your Data. You and Your Users retain all right, title, and interest in and to all copyright, trademark, patent, trade secret, intellectual property and other proprietary rights in and to Your Data. Cloudscaff’s right to access and use the same are limited to those expressly granted in this Agreement. No other rights with respect to Your Data are implied.

5. TERM

   1. Term. Unless terminated earlier in accordance with this Section, this Agreement will begin on the Effective Date and will continue until the end of the period in which You cease to use the Software or Services.
   2. Effect of Termination. Termination shall not relieve You of the obligation to pay any fees or other amounts accrued or payable to Cloud Scaff through the end of the Term. You shall not receive a credit or refund for any fees or payments made prior to termination. Without prejudice to any other rights, upon termination, You must cease all use of the Services, Software, and Documentation and destroy or return (upon request by Cloudscaff) all copies of the Services, Software, and Documentation. You further acknowledge and agree that You will retrieve Your Data or copies of Your Data from Cloudscaff within five (5) business days of the termination of this Agreement. Unless in accordance with our internal policies, contractual, legal, or other obligation, You acknowledge and agree that Cloudscaff has the right to delete Your Data, including any and all copies thereof. Your Data, once deleted, will not be able to be recovered. 

6. FEES AND PAYMENT; TAXES

   1. Fees and Payment. All orders placed will be considered final upon acceptance by Cloudscaff. Fees will be due and payable as set forth in the relevant pricing plan. If You fail to pay for any reason whatsoever, Cloudscaff shall be entitled, at its sole discretion, to: (i) suspend provision of the Services until You fulfill Your pending obligations; (ii) charge You an interest rate designated by Cloudscaff at the time of invoice; and/or (iii) terminate this Agreement. If applicable, if You exceed the license capacity designated in Your pricing plan, in addition to Cloudscaff’s other remedies, You will be charged additional fees, which will be reflected in Your invoice. Unless otherwise stated, all payments made under this Agreement shall be in South African Rands. Fees are non-refundable.
   2. Taxes. All fees are exclusive of taxes, and You shall pay or reimburse Cloudscaff for all taxes arising out of transactions contemplated by this Agreement. You hereby confirm that Cloudscaff can rely on the name and address that You provide to Cloudscaff when You agree to the fees or in connection with Your payment method as being the place of supply for VAT purposes where You have established Your business.

7. DATA; PROTECTION OF YOUR DATA AND PERSONAL INFORMATION  >

   1. Your Data. Cloudscaff and its Affiliates may remove Your Data or any other data, information, or content of data or files used, stored, processed or otherwise by You or Your Users that Cloudscaff, in its sole discretion, believes to be or is: (a) a Virus; (b) illegal, libelous, abusive, threatening, harmful, vulgar, pornographic, or obscene; (c) used for the purpose of spamming, chain letters, or dissemination of objectionable material; (d) used to cause offense, defame or harass; or (e) infringing the intellectual property rights or any other rights of any third party. You agree that You and Your Users are responsible for maintaining and protecting backups of Your Data directly or indirectly processed using the Services and Software and that Cloudscaff is not responsible for exportation of, the failure to store, the loss, or the corruption of Your Data.
      
      

      You agree that Cloudscaff and its Affiliates will process configuration, performance, usage, and consumption data about You and Your Users use of the Services and Software to assist with the necessary operation and function of the Services and Software and to improve Cloud Scaff products and services and Your and Your Users’ experience with Cloudscaff and its Affiliates pursuant to the Cloud Scaff’s Privacy Notice.

   2. Protection of Your Data. Each party shall comply with its respective obligations under applicable data protection laws. Each party shall maintain appropriate administrative, physical, technical and organizational measures that ensure an appropriate level of security for Confidential Information and Personal Information. Cloudscaff and its Affiliates will process Personal Information in accordance with the Data Processing Addendum. You are responsible for ensuring that the security of the Services is appropriate for Your intended use and the storage, hosting, or processing of Personal Information.
   3. Compliance with POPI. The parties acknowledge their respective obligations to comply with the substantive provisions of POPI. Where any party receives any personal information as defined in POPI it shall ensure that it fully complies with the provisions of the Act and only deal with the personal information to fulfil its obligations under this Agreement. The personal information received shall not be further processed or disclosed without the consent of the disclosing party. Each party therefore understands and agrees, notwithstanding any contrary provision in any other agreement between the parties, that each party retains its full rights to pursue legal or equitable remedies in the event of any breach or threatened breach of the provisions dealing with POPI, and may prevent the other party, any of its agents or subcontractors, or any third party who has received records from that party from violating this Agreement by any legal means available. Each party further understands that violation of the provisions dealing with POPI may subject that party to applicable legal penalties, including those provided under POPI. Within 30 (thirty) days after the termination of this Agreement, for whatever reason, the receiving party of either party`s personal information shall return same or at the discretion of the disclosing party of such personal information, destroy such personal information, and shall not retain copies, samples or excerpts thereof.

8. CONFIDENTIAL INFORMATION

   1. Meaning of Confidential Information. As used in this Agreement, Confidential Information means any nonpublic information or materials disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects that the disclosing party clearly identifies as confidential or proprietary. For clarity, Confidential Information includes Personal Information, and Cloudscaff Confidential Information includes the Services, Software, and any information or materials relating to the Services, Software (including pricing), or otherwise. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party.
   2. Confidentiality obligations. The receiving party will: (i) hold the disclosing party’s Confidential Information in confidence and use reasonable care to protect the same; (ii) restrict disclosure of such Confidential Information to those employees or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of Confidential Information substantially similar to those of this Agreement; and (iii) use Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth herein. The restrictions will not apply to Confidential Information, excluding Personal Information, to the extent it (i) is (or through no fault of the recipient, has become) generally available to the public; (ii) was lawfully received by the receiving party from a third party without such restrictions; (iii) was known to the receiving party without such restrictions prior to receipt from the disclosing party; or (iv) was independently developed by the receiving party without breach of this Agreement or access to or use of the Confidential Information.
   3. Permitted Disclosure. The recipient may disclose Confidential Information to the extent the disclosure is required by law, regulation, or judicial order, provided that the receiving party will provide to the disclosing party prompt notice, where permitted, of such order and will take reasonable steps to contest or limit the steps of any required disclosure. 
   4. Breach of Confidentiality. The parties agree that any material breach of this section will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of these Sections in addition to any other relief to the applicable party may be entitled.

9. DISCLAIMER.

   THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER, INCLUDING THIRD PARTY HOSTED SERVICES, ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS. Cloudscaff DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, LOSS OR CORRUPTION OF YOUR DATA, CONTINUITY, OR ABSENCE OF DEFECT RELATING TO THE SERVICES, SOFTWARE, DOCUMENTATION, ANY OTHER PRODUCT OR SERVICES, OR RESULTS OF THE SAME PROVIDED TO YOU UNDER THIS AGREEMENT. Cloudscaff DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED.

   EACH PARTY SPECIFICALLY DISCLAIMS RESPONSIBILITY OF THIRD-PARTY PRODUCTS AND SERVICES WITH WHICH YOU MAY UTILIZE THE SERVICES AND SOFTWARE, AND EACH PARTY SPECIFICALLY DISCLAIMS AND WAIVES ANY RIGHTS AND CLAIMS AGAINST THE OTHER PARTY WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS AND SERVICES.

10. INDEMNIFICATION

    1. Cloudscaff Indemnification. Cloud Scaff will indemnify, defend, and hold You harmless from any third party claim brought against You that the Services, as provided by Cloudscaff, infringe or misappropriate any South African patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided (i) use of the Services by You is in conformity with the Agreement and Documentation; (ii) the infringement is not caused by modification or alteration of the Services; and/or (iii) the infringement was not caused by a combination or use of the Services with products not supplied by Cloudscaff. Cloudscaff’s indemnification obligations are contingent upon You: (i) promptly notifying Cloudscaff in writing of the claim; (ii) granting Cloudscaff sole control of the selection of counsel, defense, and settlement of the claim; and (iii) providing Cloudscaff with reasonable assistance, information and authority required for the defense and settlement of the claim. This Section states Cloudscaff’s entire liability (and shall be Your sole and exclusive remedy) with respect to indemnification to You.
    2. Your Indemnification. You agree to indemnify, defend, and hold harmless Cloudscaff and its Affiliates, and its directors, employees, and agents from and against any claims arising out of or due to: (i) Your Data; (ii) Your (or Your User’s) breach of this Agreement; (iii) Your (or Your User’s) use of the Services, Software, or Documentation in violation of third party rights, including any intellectual property or privacy rights, or any applicable laws; or (iv) Your (or Your User’s) misuse of the Services, Software, or Documentation.

11. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL CLOUD SCAFF AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PROPERTY DAMAGE OR ANY OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED; AND (II) THE AGGREGATE LIABILITY OF CLOUD SCAFF AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS, AND THE SOLE REMEDY AVAILABLE TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO TERMINATION OF THIS AGREEMENT AND DAMAGES NOT TO EXCEED THE TOTAL AMOUNT PAYABLE OR PAID TO CLOUD SCAFF UNDER THIS AGREEMENT DURING THE 6 (SIX) MONTHS PRIOR TO TERMINATION.

12. SUPPORT.

    Cloudscaff shall, during the Term, provide You with Support in accordance with the applicable support terms and conditions. You agree to: (i) promptly contact Cloudscaff with all problems with the Services or Software; and (ii) cooperate with and provide Cloudscaff with all relevant information and implement any corrective procedures that Cloudscaff requires to provide Support. Cloudscaff will have no obligation to provide Support for problems caused by or arising out of the following: (i) modifications or changes to the Software or Services; (ii) use of the Software or Services not in accordance with the Agreement or Documentation; or (iii) third-party products that are not authorized in the Documentation or, for authorized third-party products in the Documentation, problems arising solely from such third-party products.

13. GENERAL.

    1. Notices. All notices must be in writing and shall be mailed by registered or certified mail to Unit 9 Baldersani, 18 Simba Road, Sunninghill, Sandton, 2157, Gauteng or sent via email to info@cloudscaff.com (with evidence of effective transmission).
    2. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the Services, Software, and Documentation provided hereunder and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof. If other Cloudscaff terms or conditions conflict with this Agreement, this Agreement shall prevail and control with respect to the Services, Software, and Documentation provided hereunder. In addition, any and all additional or conflicting terms provided by You, whether in a purchase order, an alternative license, or otherwise, shall be void and shall have no effect.
    3. Modifications. Unless as otherwise set forth herein, this Agreement shall not be amended or modified by You except in writing signed by authorized representatives of each party.
    4. Severability. If any provision of this Agreement is held to be unenforceable, illegal, or void, that shall not affect the enforceability of the remaining provisions. The parties further agree that the unenforceable provision(s) shall be deemed replaced by a provision(s) that is binding and enforceable and that differs as little as possible from the unenforceable provision(s), with considerations of the object and purpose of this Agreement.
    5. Waiver. The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver of that right.
    6. Force Majeure. Cloudscaff will not be liable for any delay or failure to perform obligations under this Agreement due to any cause beyond its reasonable control, including acts of God; labor disputes; industrial disturbances; systematic electrical, telecommunications or other utility failures; earthquakes, storms, or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; and war.
    7. Construction. Paragraph headings are for convenience and shall have no effect on interpretation.
    8. Governing Law. This Agreement shall be governed by the laws of the Republic of South Africa.
    9. Dispute Resolution. Save as otherwise expressly provided for in this Agreement, all disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of the Arbitration Foundation of Southern Africa by one or more arbitrators appointed in accordance with the said Rules. Subject to clause 19 above, the Parties unconditionally consent and submit to the non-exclusive jurisdiction of the Johannesburg Magistrates Court in regard to all matters arising from this Agreement, including the making of any arbitration award an order of court.
    10. Survival of Obligations. Any provision of this Agreement which contemplates performance or observance subsequent to any termination of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.
    11. Good Faith. In the implementation of this Agreement, the Parties undertake to observe the utmost good faith, and they warrant in their dealings with each other that they will not do anything nor refrain from doing anything which might prejudice or detract from their rights, assets or interests.
    12. Third Party Rights. Other than as expressly provided herein, this Agreement does not create any rights for any person who is not a party to it, and no person not a party to this Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.
    13. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14. PRODUCT ADDENDA. Backup Services Disclaimer.

    IN ADDITION TO THE OTHER TERMS AND CONDITIONS HEREIN, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR DATA MAY NOT BE AVAILABLE OR RESTORABLE IF (1) YOU UTILIZE THE SERVICES IN A MANNER THAT IS CONTRARY TO ITS INTENDED USE AND INSTRUCTIONS/TUTORIALS PROVIDED; (2) A COPY OF YOUR DATA WAS NOT COMPLETED; (3) YOU ATTEMPT TO BACK UP DEVICES, FILES, FOLDERS, OR DRIVES NOT SUPPORTED BY THE SERVICES AS SET FORTH IN THE DOCUMENTATION; (4) YOU DESELECT OR DELETE A DEVICE, FILE, FOLDER, OR DRIVE FROM YOUR Cloudscaff ACCOUNT, FROM YOUR DEVICE, OR FROM BEING BACKED UP BY THE SERVICES; (5) YOU MODIFY YOUR OPERATING SYSTEM IN A MANNER THAT BREAKS COMPATIBILITY OR INHIBITS THE FUNCTIONALITY OF THE SERVICES OR SOFTWARE; (6) YOUR COMPUTER IS UNABLE TO ACCESS THE INTERNET OR Cloudscaff INFRASTRUCTURE; OR (7) YOU FAIL TO COMPLY WITH THE AGREEMENT OR DOCUMENTATION.

Last updated June 2021