Terms and Conditions



Introduction

These Terms and Conditions cover all trading companies and divisions falling within the Cloudza (Pty) Ltd ecosystem, which will be referred to herein as “Cloudza”.


By contracting with Cloudza for Services, a Client or Customer will be lawfully regarded as having agreed to their use of any Services being governed by this Agreement and/or offered commercially by Cloudza, as well as third-party services implemented and/or managed for the Client by Cloudza.


This document contains the terms and conditions, which governs the subscription to and/or usage of Cloudza’s services. By subscribing to and/or using any of the services offered by Cloudza, the Client or Customer and its users decisively agree to be bound by the provisions of these Terms and Conditions.


Terms of Service

These Terms of Service are a summary for the Client’s convenience and do not form part of the Service Level Agreement between you and Cloudza. It is the Client’s responsibility to read all of the listed clauses:


  • You agree to provide Cloudza with true and correct information in order to provide the appropriate services to you, and you agree to give Cloudza permission to process your personal information if necessary.

  • You acknowledge that these Terms and Conditions may change and agree that you will check regularly for changes on the Cloudza website.

  • You agree that abusive behavior towards Cloudza's staff and/or brand will not be tolerated in any way.

  • You take full responsibility for the evaluation and selection of your choice of product or Service/s in accordance with your needs.

  • You agree that failing to pay your Cloudza account within the agreed payment terms may lead to your account being terminated and/or additional administrative fees and reconnection fees.

  • You agree that either yourself or Cloudza may cancel this contract by giving the other notice in advance.


  1. Payment

In consideration of Cloudza providing the Services hereunder, Customer agrees to pay Cloudza the aggregate monthly fee based on the monthly services and the terms selected.  


  1. Provision of Services

Cloudza will provide Customers with the Services ordered that are described in the Service Package Features. Customer understands and agrees that Cloudza will provide services solely in accordance with the information provided by Customer. 


  1. Rights to Services

With the exception of any Third-Party Materials and Background Technology as set forth in Section 4, Customer owns the Customer Content. "Customer Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by Customer to Cloudza. "Third-Party Materials'' means any content, software, or other computer programming material that is owned by an entity other than Cloudza, and licensed by Cloudza or generally available to the public, including Customer, under published licensing terms, and that Cloudza will use to deploy and run the required resources.


Cloudza owns the rights to the design and architecture of the service. If a customer stops paying the monthly fee for the service upon cancellation the customer is not entitled to use the services for any purposes whatsoever.


  1. Limited License to the Background Technology

"Background Technology" means computer programming/formatting code or operating instructions developed by or for Cloudza and used to provision or operate the Services provided by Cloudza. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content. Customers may not duplicate or distribute any Background Technology to any third party without the prior written consent of Cloudza. All rights to the Background Technology not expressly granted to the Customer hereunder are retained by Cloudza. Without limiting the foregoing, Customer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law.   


  1. Limited License to Content

Customer hereby grants to Cloudza the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit services, any Customer Content, or any Customer Marks provided to Cloudza hereunder, solely for the purpose of rendering Cloudza's Services under this Agreement. Such limited rights and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason. 


  1. Content Standards

Customer agrees not to provide Customer Content, and Cloudza will not intentionally provide to Customers any content, that (a) infringes on any third party's intellectual property or publicity/privacy rights; (b) violates any applicable law or regulation; (c) is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens' rights; or (d) contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. If the Customer is international, then the Customer agrees to comply with all applicable local and national laws. Cloudza reserves the right to refuse any other subject matter it deems inappropriate.   


  1. Support

Cloudza agrees to provide reasonable technical support by email to Customer during Cloudza's normal technical support hours. Cloudza will provide customer support by telephone if the customer purchased telephonic support time.   


  1. Term and Termination

    1. This Agreement is effective as of the Effective Date and shall continue unless terminated;

    2. Cloudza may terminate this Agreement after five (5) days' written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and

    3. Upon the termination of this Agreement, Customer will pay Cloudza for all Services provided to Customer by Cloudza prior to termination. Sections 2, 3, 4, 5, 9, 11, and 12 will survive termination of this Agreement.

  2. Warranty Disclaimer

Except as expressly provided in this Agreement, the Services are provided "as is," and Cloudza expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Interruption of Service: You hereby acknowledge and agree that Cloudza will not be liable for any temporary delay, outages or interruptions of the Services. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Services provided by Cloudza to a Customer will be deemed accepted when delivered.   


  1. Indemnity

    1. Customer Indemnity.
      Customers will defend Cloudza against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in this Section. Subject to Section 11, Customer shall indemnify Cloudza for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Cloudza as a result of any such third-party claim, action, suit, or proceeding.

    2. Cloudza's Indemnity.
      Cloudza will defend the Customer against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 6. Subject to Section 11, Cloudza shall indemnify Customer for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Customer as a result of any such third party claim, action, suit, or proceeding.

    3. Mechanics of Indemnity.
      The indemnifying party's obligations are conditioned upon the indemnified party:

      1. giving the indemnifying party prompt, written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity;

      2. granting control of the defense and settlement to the indemnifying party; and

      3.  reasonably cooperating with the indemnifying party at the indemnifying party's expense.  



  1. Limitation of Liability

Cloudza’s LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO Cloudza DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. Cloudza SHALL NOT BE LIABLE FOR



  1. ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR


  1. ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF Cloudza HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, Cloudza WOULD NOT ENTER INTO THIS AGREEMENT.