Terms of Service

Who we are

You are entering an agreement with Cloud66 Incorporated (Cloud 66, we, us or our). We are a corporation, registered in Delaware, United States.

Introduction

These terms govern your access to and use of our services, as made available by us from time to time (the "Services"). If you want to use the Services then you have to agree to these terms and you acknowledge that these terms form a legally-binding contract between us and you. If you do not want to be bound by these terms, then you should not register for, or use, the Services.

We may change these terms from time to time by updating the copy of them that is on our website. We shall give you notice on the website of any change to the terms and the date from which the change is to take effect. The change to the terms will take effect from the date specified, but will not affect your agreement with us as it existed prior to that date. If you continue to use the Services after being notified of a change in the terms and after the date by which the change is stated to take effect, you will be treated as having agreed to the change.

These terms were last updated on the date stated at the top of this web page.

Acting in the course of your business

By registering for the Services and in agreeing to these terms, you represent that you are doing so for the purposes of your business, and that you are not acting for any purpose outside your business.

Description of the Services

We provide Services relating to the management of applications, code, data and related material (all of which together will be referred to as "Applications") in the cloud. An outline description of the purposes for which our Services may be used is set out below. We may agree to provide some or all of these Services to you, as appropriate.

Provision

You provide us with access to the code repository in relation to each relevant Application. Our Services may be used to analyse it and to recommend appropriate ways to deploy the Application.

Deployment

Our Services may be used to deploy your Application to the cloud. You choose your cloud service provider (which may be you or a third party), who provides the server, network, storage capacity and related facilities to which the Application is deployed (the "Deployment Environment").

Backup

Our Services may be used to arrange for the backup of your Application or Data at intervals and to an environment (your "Backup Environment") chosen by you. Where we are providing Services which include the management by us of the backup of your Application or Data ("Managed Backup Services"), we may provide the Backup Environment to which the relevant Application is backed up based on different factors determined by us based on a various factors including but not limited to the location of your chosen data center and the age or the size of your backup. Our Managed Backup Service may delete your oldest backups after 5 years unless we have agreed with you on a different arrangement.

Scaling

Our Services may be used to implement load balancing and process management within your Deployment Environment. Where agreed with you, our Services may involve the scaling of the deployment of your Application within your Deployment Environment up or down as required in order to manage load and capacity effectively.

Security

Our Services may be used to implement agreed levels of firewall protection and DDoS protection in relation to your Deployment Environment.

Monitoring

Our Services may be used to monitor use of CPU, memory, storage and network on each relevant server or load balancer within your Deployment Environment and alert you when relevant events occur (for example, if the Application does not respond at appropriate intervals).

Support

You may contact us for any reason in relation to the Services via support@cloud66.com.

Things for which we are not responsible

Except to the extent expressly agreed otherwise by us in writing, we shall not be responsible (whether as part of providing the Services or otherwise) for:

• The provision or functioning of your Deployment Environment or your Backup Environment (unless we have agreed to provide your Backup Environment as part of the provision of Managed Backup Services). This is your responsibility or that of any relevant third party service provider.
• The security of your Application, Deployment Environment or Backup Requirement except to the extent of deploying the levels of protection agreed with you.
• Any unauthorized access to your Deployment Environment, Backup Environment or Applications by any third party except to the extent that this arises from a failure by us to implement any agreed levels of firewall protection or DDoS protection.
• Anything outside our reasonable control (including any aspect of functioning of the Internet).

Things for which you are responsible

You shall be responsible for the provision of your Deployment Environment and Backup Environment (including payment of any relevant third party service providers) except to the extent that we have agreed to provide your Backup Environment as part of any Managed Backup Services.

User Guidelines

Please use the Services responsibly and with regard to others (including us, and other users). Please follow the rules set out below:

What you should do

• You must register before you first start using the Services. Make sure that all of the details that you give us are accurate.
• The Services are intended to enable the deployment and management of your Applications. Make sure that any Applications that are deployed or managed using the Services are your own, or are Applications that you are otherwise lawfully entitled to use.
• Only use our Services in relation to the provision, deployment or management of Applications if you are happy for us to obtain access to them (because it may be necessary for us to access the Applications for the purpose of managing the Services, in accordance with the section of these terms headed Access to Applications set out below).
• Behave in an appropriate way in your use of the Services. Please avoid using the Services to do, or enable the doing of, anything that is unlawful or that might reasonably be expected to be unlawful in any relevant jurisdiction.
• Comply promptly with any reasonable requests from us with regard to the use of the Services.
• If you notice anything when using the Services that you think is unlawful or inappropriate, let us know via our website.
• Make sure that you comply at all times with the guidelines and terms of use of the provider(s) of your Deployment Environment and Backup Environment.

What you should not do (Acceptable Use)

You are responsible to make sure you or anyone with access to your account understands and follows these rules:

• You shall not upload, or use the Services in relation to, any Application that is not your own or that you are not otherwise lawfully entitled to use.
• You shall not use the Services to provision, deploy or manage any Application the use or operation of which, or any content of which, is or may reasonably be expected to be unlawful in any relevant jurisdiction, including any Application that is, or that contains or use any content that is, obscene, pornographic, defamatory or otherwise prohibited in any relevant jurisdiction.
• You shall not attempt to undermine the security or integrity of computing systems or networks of Cloud 66, its partners, or any other person, and must not attempt to gain unauthorized access.
• You should not sell, resell, sublicense, transfer, or distribute any or all of the Services
• You must not access or use the Services for (i) High Risk Activities; (ii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications, Accounts, or Projects to simulate or act as a single Account) or to circumvent usage limits or quotas; (iii) to engage in cryptocurrency mining; (iv) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (v) in a manner that breaches, or causes the breach of, Export Control Laws; or (vi) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.
• You may not send unsolicited messages or use the Services to send unsolicited messages (also known as junk mail or SPAM).
• Do not use the Services solely as a remote storage server.
• You may not rent, lease, loan, or sell access to, or otherwise attempt to transfer any right in the Service (which includes its software and documentation) to a third party, through framing or any other method.
• You must not reverse engineer, reverse assemble, or otherwise attempt to discover any programming code used in or with the Services (where reverse engineering is permitted by applicable law obtaining such information as is necessary to achieve interoperability with our services, you agree to first requested such information from us).
• You must not modify, create derivative works based on or in any manner commercially exploit the Services, in whole or in part.
• You must not interfere with or disrupt the Services or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service.
• You must not introduce software or automated agents or scripts into the Service in order to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine content or data from the Service.
• You must not perform any benchmark tests or analyses relating to Cloud 66 Services without express permission of Cloud 66 except for the Services that do not pass traffic through our network.
• Except for permitted use of our API, you may not access the Service through automated methods, and any other use of robots or other computer code which calls the Service is absolutely forbidden.
• The network resources of Cloud 66 may not be used to impersonate another person or misrepresent authorization to act on behalf of others or Cloud 66. All messages transmitted via Cloud 66 should correctly identify the sender; You may not alter the attribution of origin in electronic mail messages or postings.
• The final decision of whether an account is in violation of any of these policies is at our sole discretion. You agree that violations by you or any person or entity acting under your account of the terms of this Agreement will, in addition to any other remedies including criminal prosecution, result in termination of your access to the your website, applications and removal (taking down) of all Accounts. In addition, violation of these terms or any of our policies may result in tracking information being stored to identify the offending person, and permanent restriction from holding an account on the Service.

Your Content

By posting or publishing your content or comments or transmitting your data (“Content”) through our Services, you give us permission to display and distribute your Content in order to provide the features, functionality and services of the Service. By posting and publishing your Content, you represent and warrant that your Content does not infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right. We do not allow any of the following Content, or links to such Content, to be published using the Service:

• Content of an illegal nature (including stolen copyrighted material).
• Pirated software sites, including cracking programs or cracking program archives.
• Content with the purpose of causing harm or inciting hate, or content that could be reasonably considered as slanderous or libelous.

Your posting any of the above Content using our Services will result in a notice to your current email address on file. Normally a grace period of 24 hours to take corrective actions will be given, but you risk immediate account termination if we deem this necessary. A violation of this Agreement can lead to termination and removal of your Account without notice.

Payment

When you first sign-up and register to use the Services, you will have an initial 14 day free trial period. Your access to the Service will be suspended immediately on expiry of the free trial period for which you have subscribed. If you wish to continue using our Service after the end of the free trial period, you must provide us with your credit card details prior to the expiry of the free trial period to guarantee uninterrupted and continuous access to, and use of, the Service.

We shall charge you monthly in arrears for Services provided by us. Charges shall be in accordance with our pricing policy which can be found at www.cloud66.com (or as such URL that we may provide or notify you of from time to time).

For all Services purchased following the expiry of the 14 day free trial period, we will charge your credit card on a monthly basis (or such other interval as notified to you) in arrears for the Services that you choose to subscribe to.

If you are late in paying any charges, then in addition to any other rights we may have we may charge you interest on the amount overdue at the rate of 8% per year. We may charge such interest for the period before, as well as after, any judgement we obtain for payment of all or part of the sums concerned.

We reserve the rights to amend our Service charges by notifying you at least fourteen (14) days prior to the billing cycle to which such change would take effect. Any amendments or updates to the Service charges shall be posted to the website.

We charge for our Service as long as you have an account with us. We do not monitor your usage of the Service for the charges and you are responsible for deleting your account when you stop using the Service. We cannot refund you for Services not used if you do not delete your account once you stopped using the Service. You can find out more about our Fair Refund Policy.

We may close your account, remove any relevant data and infrastructure setup to serve your account, and prevent you from re-registering if you fail to pay us on time and in full in accordance with these terms.

If you are located in the European Union, we might adjust our advertised USD prices for our products and services based on ECB exchange rates + Margin without notice. This Margin in no circumstances shall exceed 5% of the total.

When you pay for our services annually, we add this payment (multiplied by our annual discount rate) as an Annual Credit to your account. This credit can only be used to pay for our products and not your Support Plans or other services rendered. Any unused credit will expire one year after the payment was made regardless of your usage. If you use this credit sooner than one year, we will charge your credit card if you continue to use the service after that point at our monthly prices.

From time to time, we might issue other forms of credit to your account. Usually these are gestures of goodwill. We reserve the right to cancel these types of credit at any time without prior notice. These types of credit will always expire no longer than 1 year after they are issued.

Termination of this agreement and deletion of your account

In the circumstances set out below, we may terminate the agreement with you immediately and delete your account and prevent you from re-registering. We will usually try and notify you before we do this, but we do not have to do so and in circumstances that we regard as appropriate we may delete your account without notice. The circumstances in which we may terminate our agreement with you and delete your account are:

• If you fail to comply with any of these terms.
• If we have reasonable cause to believe that you are using the Services to do anything unlawful, or otherwise to enable or in relation to any unlawful conduct.
• If you fail to pay us on time in accordance with these terms.

In addition to the above rights of termination, we may at our discretion terminate provision of any or all of the Services by not less than fourteen (14) days' notice to you.

You may terminate the provision of any or all of the Services immediately by cancelling your account with us through your account portal on our website.

In the event that either party terminates these terms (for whatever reason), we shall invoice you for your use of the Services up to and including the date of termination.

Personal data

Use by us of any personal data that is provided by you (including any information that you give us on registration and any information derived from your use of the Services) will be in accordance with our privacy policy. Please make sure that you read this and that you are happy with it before you start to use the Services.

In this paragraph and wherever else appearing in this Agreement, the terms "Personal Data", "Data Controller", "Data Processor" and "Processing", "Process" and "Processed" have the meanings given in the Data Protection Act 1998 (the "Act") as amended from time to time.

To the extent that either you or we are acting as a Data Controller under this Agreement, it shall comply with the Act. To the extent that we are a Data Processor in respect of any Personal Data Processed by us under this Agreement, we shall:

• Only Process Personal Data as is necessary to perform its obligations under this Agreement and ensure that such data shall be held and Processed only in accordance with the Act;
• Process the Personal Data only for the purposes of performing the Services under these terms;
• Put in place and at all times maintain appropriate technical and organizational measures against unauthorized, accidental or unlawful access to the Personal Data (having regard to the state of technological development and the costs of implementing any such measures) as well as reasonable security programmes and procedures for the purpose of ensuring that only authorized Cloud 66 personnel have access to the Personal Data processing equipment to be used to Process the Personal Data, and that any persons whom it authorizes to have access to the Personal Data shall respect and maintain all due confidentiality.

Information (including personal information of end users) that you submit to or is transmitted to us via the Services, Application, Deployment or Backup Environments may be transferred to countries outside the European Economic Area ("EEA"). This may happen if one or more of our servers are from time to time located in a country outside the EEA or one of our service providers is located in a country outside the EEA. Use of your account ID.

Once you have registered and have a log-on ID (including a username and password or other identifier), please do not give this information to anyone else or allow anyone else to use it. Unless you have notified us that something has happened to cause a risk of unauthorized use of your ID, then any activities that occur under your ID will be treated as if they were carried out by you.

Please notify us immediately via our website if anyone else has become aware of your ID in circumstances in which there is a risk of misuse or if you have any reason to believe that there is any other risk of any unauthorized use of your account. We may disable any log-on ID at any time if, in our opinion (acting reasonably):

• you have not complied with any of these terms;
• any details you provide for the purposes of registering as a user are or may be false; or
• there is any other risk to the security or integrity of the Services.

Availability and performance of the Services

We shall use all reasonable endeavors to ensure that the Services are available at all times, but we do not guarantee:

• the continuous, uninterrupted or error-free operation of the Services; or
• that the Services will perform with any particular speed or to any particular standard (since the standard of performance of the Services depends in part on a number of factors outside our control).

We may suspend the operation of the Services for the purposes of routine or emergency maintenance and support, for security reasons or if we have any other reasonable grounds for doing so. If the operation of the Services are suspended for any reason, status notifications will be provided as soon as reasonably possible to our:

• Twitter status feed (@cloud66status); and
• Web page (status.cloud66.com).

We shall use all reasonable endeavors to make sure that any suspension to the Services is for as short a time as is reasonably possible.

We may change the design, features and/or functionality of the Services at any time. We shall give you as much notice as reasonably possible for any such change, but may do so without notice if reasonably necessary to ensure the continued operation, integrity, security or lawfulness of the Services.

Except as expressly set out in these terms, we do not give or enter into any representation, condition, warranty or other term as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, or fitness for purpose of any of the Services and, to the fullest extent permitted by law, all implied conditions, warranties or other terms of any kind are hereby excluded. To the fullest extent permitted by law, we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else that arises from the use of the Services.

Use of your admin ID with third party service providers

In order for us to perform the Services, you may need to give us the account ID's, API keys and/or API Secrets and passwords for all of the relevant third party service providers that you use for the Applications. If you do not provide us with these details, we may not be able to provide you with all (or some) or the Services.

Where you have entered into a subscription agreement with a third party provider in respect of your Applications, that subscription agreement will not apply to the Services provided by us. Our Services are provided and delivered from an alternative infrastructure from that of any third party provider, and any representations or commitments by such third party providers regarding the security of availability of its services or products do not apply to our Services.

Where, with your permission, we have admin access to your Deployment Environment or Backup Environment and, as part of managing the deployment of your Application, we scale the deployment of your Application up or down, you are responsible for paying any relevant additional or other charges imposed by the relevant service provider as a result.

List of service providers used by Cloud 66

We make use of third party service providers in order to collect information about how you use cloud66.com, the Cloud 66 web application, other Cloud 66 web assets and in ways we can improve them. The third party service providers we use are:

• Amazon Web Services
• Digital Ocean
• Google Analytics & AdWords
• Google Cloud Platform
• Headway
• Helpscout
• Hetzner Cloud
• HotJar
• Mixpanel
• OpenAI
• Sentry
• Vimeo

We don't allow third party tools to use or share your personal data. The tools are used in order to:

• Measure how you use the website and app so it can be updated and improved based on your needs.
• Remember the notifications you've seen so that we don't show them to you again.
• Help us with the data analytics and historical data analytics.
• Helps us setting up ad personalization, ads measurements and traffic analyses.
• To help us make improvements to our products or your experience with our products.

Our liability

We shall not be liable, whether as a result of any breach of our agreement with you, negligence, misrepresentation or for any other reason at all, for any:

• loss of profits;
• loss of sales or other revenue;
• loss of, or damage to goodwill;
• loss of use of software or data (including Applications);
• loss of, or damage, to, software or data (including Applications); or
• indirect, consequential or special loss;

regardless of whether or not we knew about any such loss, or the likelihood it would arise, in advance.

Subject to the exclusions of liability set out in these terms, and to the reservation set out below, our maximum liability to you under or in relation to our agreement with you and to the provision of the Services (and whether such liability arises as a result of any breach of our agreement with you, negligence, misrepresentation or for any other reason at all) shall be limited as follows:

• in relation to each claim arising under or in relation to these terms or the provision of the Services, to an amount equal to the total charges paid and payable by you in relation to the month immediately preceding the month in which the claim arose (provided that if more than one claim arises out of the same event or series of events then all such claims shall be treated as one, arising on the date on which the first such claim arose); or
• in the aggregate, to a total amount of $25,000 (provided that in no circumstances shall our total aggregate liability to you under or in relation to these terms or the Services exceed $25,000).

Nothing in these terms shall be taken to exclude or limit any liability which we might otherwise have had in law for or in relation to any: - death or personal injury caused by our negligence; or - fraud, or fraudulent misrepresentation.

Third party service providers

Where your Deployment Environment or Backup Environment is provided by you or by a third party service provider, we are not responsible for any aspect of the provision of the Deployment or Backup Environments concerned or for anything done (or not done) by you or by the third party service provider concerned.

Intellectual property rights

All intellectual property rights in and relating to the Services (including any software used to provide the Services) are owned by us or by our licensors. Except as expressly set out in the terms, nothing in these terms gives you any rights in respect of any intellectual property rights owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by using the Services (or any software used to provide the Services).

We may from time to time, as a part of providing the Services to you, utilize software within the Services that is distributed as open source software ("Open Source Software"). Any Open Source Software provided by us as part of the Services may be used by you according to the terms and conditions of the specific license under which the relevant Open-Source Software is distributed, but is provided to you, and comprises part of the Services, on an "as is" basis.

All intellectual property rights in and relating to any of your Applications provisioned, deployed or managed using the Services are owned by you or by your licensors. Except as expressly set out in the terms, nothing in these terms gives us any rights in respect of any intellectual property rights owned by you or your licensors and we acknowledge that we do not acquire any ownership rights in relation to any of your Applications or your data.

You are responsible for ensuring that, in relation to any Applications in relation to which the Services are used by you, you own the intellectual property rights in the Applications concerned or you otherwise have the right to use the Applications and to allow us to use them in accordance with these terms.

We are allowed to inspect and use your Applications to the extent necessary to allow us to provide the Services and in accordance with the section headed Access to Applications, below.

Access to Applications

From time to time it may be necessary, in order to enable us to provide the Services, to obtain access to your Applications and Deployment and Backup Environments. This may involve access to, and examination of, the source code to the Applications.

You agree to allow us such access, and that we may copy and use the Applications, as reasonably required from time to time in order to enable us to provide the Services.

Security

We shall use all reasonable endeavors to make sure that the Services are as secure as reasonably possible, including by using up-to-date, industry-standard security safeguards and anti-virus protection.

However, we cannot and do not guarantee that the Services will be completely secure from unauthorized access or intrusion or entirely free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of the Services.

General

You may not transfer or assign any or all of your rights or obligations under these terms.

All notices given by you to us must be given in writing to the address set out at the end of these terms.

If we do not enforce any of our rights, this does not mean that the rights concerned have been waived.

If any part of these terms is found to be unenforceable, all the other parts shall remain unaffected.

These terms may not be varied except with our express written consent.

These terms and any document expressly referred to in them represent the entire agreement between you and us in relation to their subject matter. We are required by law to advise you that any contract formed on these terms may be concluded in the English language only and that no public filing requirements apply.

These terms shall be governed by the laws of the state of New York, and you agree that any dispute between you and us regarding them or the app will only be dealt with by the US courts in the state of New York. Nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent court.

Publicity

By using the Service you agree that we may use your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If you wish to use our trade names, trademarks, service marks, logos, domain names and other distinctive brand features ("Brand Features"), you may do so, so long as such use is in compliance with this Agreement. If you wish your name or logo not to be used by us, please let us know by writing to marketing@cloud66.com

Definitions

• "Account" means Customer's Cloud 66 account.
• "Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
• "High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.

"including" means including but not limited to.

Our other Terms

• Abuse
• Cancellation
• Fair Refund
• Copyright
• Acceptable Use Policy

Contacting us

Please submit any questions you have about these terms or any problems concerning the app or write to us at:

Cloud 66
1111 Broadway, Suite 300
Oakland
CA 94607
United States of America