Cloudify Premium POC - SaaS Terms and Conditions

By accessing and using the Service (as defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions below (“Terms”), and are entering into a binding legal agreement with Cloudify Platform Ltd. (“Cloudify”, “us”, “we” or “our”). If you are entering into these Terms on behalf of your employer or other legal entity, you represent that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

1. Ability to Accept Terms. The Service is only intended for individuals aged 13 years or older. If you are under 13 years please do not visit or use the Service. If you are between 13 and 18 years of age, then you must review these Terms with you parent or guardian before using the Service to make sure that you and your parent or guardian understand these Terms and agree to them.
2. Description of the Service. Cloudify’s Premium Edition is an intent-based orchestration platform, which connects to any cloud, device, or third-party automation tool enabling companies to automate, manage and virtually transform network and application services from their core location to branches and multi-access edge devices, radically simplifying end-to-end network automation (“Service”). The Service is made available to you on a software-as-a-service (SaaS) basis through a web portal on our website https://cloudify.co/ (“Site”) and includes: (i) the software that you access via the Site; (ii) the products, services, and features made available or provided to you by Cloudify in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.
3. POC Access to the Service. Subject to your compliance with these Terms, Cloudify hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, free of charge and fully revocable right to access and use the Service during the POC Term (as defined below) for your internal purposes only, for the sole purpose of conducting a proof of concept (“POC”) and not for production deployment. You acknowledge and agree that these Terms are applicable and binding upon you during the POC Term and that Cloudify: (a) does not make any commitments in connection with the Service during the POC Term; and (b) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit this POC offer at any time. We also reserve the right to add promotions with respect to the Services and withdraw such promotions, at our discretion. For the avoidance of doubt, you will be eligible to use the Services for the POC only once.
4. Restrictions on Use. You must not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates (if applicable), or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Cloudify’s sole discretion) an unreasonable or disproportionately large load on the Cloudify infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure or alter Cloudify’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Cloudify’s own without Cloudify’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; (xi) use the Service in any unlawful manner or in breach of these Terms; and/or (xii) use any external tools, including but not limited to penetration testing, without Cloudify’s prior written consent.
5. In order to use the Service, you have to create an account (“Account”). You must not allow anyone other than yourself to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep all Account login details and passwords secure at all times and change the default password given to you upon first login; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account, and that multiple people may not share the same login details; (iv) to create and use only one Account for the POC; and (v) to promptly notify Cloudify in writing if you become aware of any unauthorized access or use of your Account or the Service. You may cancel your Account at any time by using the tools that we make available within the Service or by sending a cancellation request to us at trial@staging-getcloudify.kinsta.cloud, in which case we will use commercially reasonable efforts to respond within a reasonable time.
6. Compliance with Law; Use of Your Data. You shall comply at all times with any and all applicable laws and regulations and not violate any third party rights. Cloudify will use any personal information that it may collect or obtain in connection with your use of the Service in accordance with Cloudify’s privacy policy which is available at: https://cloudify.co/privacy-policy (“Privacy Policy”), and, to the maximum extent permitted by law, by using the Service you agree that Cloudify may do so. You hereby grant Cloudify a royalty-free, fully-paid, non-exclusive, non-transferable license to use, process, display, copy and store your data solely in order to (i) to provide you with the Service; (ii) to administer and make improvements to the Service; and (iii) to collect and analyze anonymous information. You acknowledge that the Service does not operate as an archive or file storage service. You are solely responsible for the backup of your data and you alone can implement back up plans and safeguards appropriate for its requirements.
7. Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Cloudify’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Cloudify (or its third party licensors). “Cloudify”, the Cloudify logo, Cloudify fonts and summaries and other marks are Marks of Cloudify or its affiliates.
8. These Terms shall become effective on the date that you commence access to or use of the Service, and shall continue for a period of 30 days, unless otherwise agreed to in writing between you and Cloudify (“POC Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’.
9. You may terminate these Terms at any time by cancelling your Account. We may stop to provide the Service to you at any time, including without limitation, in the event that you breach these Terms. In addition, the POC Term may terminate sooner if you upgrade your Account by beginning to pay the applicable fees for the Service.
10. Effect of Termination. Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. We reserve the right to permanently delete from our (or our third party service provider’s) servers any data that may be contained in your Account at any time. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 4, 6, 7, 10, 13-15, 19 and 20 shall survive termination of these Terms.
11. You agree that Cloudify and/or Cloudify may indicate that you are a Service user, and use your company’s name and/or trademarks in any advertising or promotional materials or activities, including on its website.
12. Export Controls. You acknowledge that the Service may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the Service as well as end-user, end-use and destination restrictions issued by national governments.
13. Warranty Disclaimer. The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results. CLOUDIFY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLOUDIFY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. CLOUDIFY DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICE CONTENT AND YOUR DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND CLOUDIFY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
14. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CLOUDIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CLOUDIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CLOUDIFY FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF US $1,000.
15. You agree to defend, indemnify and hold harmless Cloudify and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Service; and/or (ii) your breach of these Terms.
16. We reserve the right to access, read, preserve and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property or safety of Cloudify, its users or the public.
17. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Cloudify without restriction.
18. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
19. Governing Law and Disputes
    • These Terms shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules.
    • The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Tel Aviv, Israel, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Terms. Notwithstanding the foregoing, Cloudify reserves the right to seek injunctive relief in any court of competent jurisdiction.
20. These Terms and the Privacy Policy, represent the complete agreement concerning the Service between you and Cloudify and supersede all prior agreements and representations related to the subject matter hereof.. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Cloudify, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

Last updated: May, 2020