Terms - iCloudReady

iCloudReady is a registered trademark of iCloudReady, Inc.

iCloudReady Cloud License Terms

These terms apply to any of our iCloudReady Cloud plans, including Cloud Enterprise.

By signing up for a iCloudReady Cloud License, you and any entity that you represent ("Customer") are unconditionally consenting to be bound by and becoming parties to these iCloudReady subscription terms ("Agreement") as of the date of the customer's first download of the licensed materials (the "effective date"). The customer's continued use of the software or any licensed materials provided by iCloudReady, Inc., trading as iCloudReady ("iCloudReady") (or one of its affiliates and/or subsidiaries, as specified on an order form or quote), shall also constitute assent to the terms of this agreement. If these terms are considered an offer, acceptance is expressly limited to these terms. If you are executing this agreement on behalf of an organization, you represent that you have authority to do so.

1. License and support

1.1 Subject to the terms and conditions of this agreement, iCloudReady hereby grants to customer and its affiliates (as defined below) a limited, non-exclusive, non-transferable, non-sublicensable license for customer's and its affiliates' employees and contractors to (1) internally (a) use, reproduce, modify, prepare derivative works based upon, and display the code of iCloudReady Cloud Edition at the tier level selected by customer (or set forth on a quote (as defined below), if applicable with the specifications generally promulgated by iCloudReady from time to time (the "Software"), solely (i) for its internal use in connection with the development of Customer's and/or its Affiliates' own software, and (ii) at the level of usage for which customer has paid iCloudReady; and (b) use the documentation, training materials or other materials supplied by iCloudReady (the "Other iCloudReady Materials"); and (2) modify the software and publish patches to the software, solely at the level of usage for which customer has paid iCloudReady. Notwithstanding anything to the contrary, thecustomer agrees that iCloudReady and/or its licensors (as applicable) retain all right, title, and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement and with a valid iCloudReady Cloud Edition subscription for the correct level of usage. The Software and Other iCloudReady materials are collectively referred to herein as the "Licensed Materials.""Affiliate" means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where "control" means the ownership of more than 50% of the voting securities in such an entity. "User" means each individual end-user (person or machine) of the customer and/or its affiliates (including, without limitation, employees, agents, or consultants thereof) with access to the licensed materials hereunder.

1.2 Subject to the terms hereof, iCloudReady will provide reasonable support to customers for the licensed materials as set forth on the 'features' page, for the support plan selected and paid for by thecustomer. Notwithstanding anything to the contrary, in the event that thecustomer does not reasonably comply with written specifications or instructions from iCloudReady's service engineers regarding any support issue or request (including, without limitation, failure to make backups of thecustomer's licensed materials) (each, a "Support Issue"), iCloudReady may terminate its support obligations to the customer with respect to such an Issue upon fifteen (15) days' written notice if the customer does not cure such noncompliance within the notice period.

1.2.1 iCloudReady will use reasonable commercial efforts to respond to support questions by Slack, email, or in-app chat. The number of support questions is not limited.

2. Restrictions and responsibilities

2.1 Except as expressly authorized in Section 1.1, the customerwill not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other iCloudReady software for timesharing or service bureau purposes or for any purpose other than its and its affiliates' own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of iCloudReady, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or "spam" message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).

2.2 The customer will cooperate with iCloudReady in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as iCloudReady may reasonably request. The customer will also cooperate with iCloudReady in establishing a password or other procedures for verifying that only designated employees of the customer have access to any administrative functions of the Licensed Materials. The customer shall maintain, during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts, and accounts relating to the payments due iCloudReady under this Agreement (collectively, the "Customer Records''). iCloudReady may, at its sole expense, upon 30 days' prior written notice to the customer and during the customer's normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, the Customer shall promptly pay the deficiency to iCloudReady plus late fees pursuant to Section 5.2. iCloudReady shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case the customer shall promptly pay iCloudReady for the reasonable costs of the audit.

2.3 The customer will be responsible for maintaining the security of the customer's account, passwords (including but not limited to administrative and User passwords), and files, and for all uses of the customer's account with or without the customer's knowledge or consent.

2.4 Customers will not sign up for multiple iCloudReady Cloud Licenses under a single organization without prior written permission from iCloudReady.

3. Confidentiality

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Without limiting the foregoing, the Licensed Materials are iCloudReady Proprietary Information.

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary information; (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document that (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, iCloudReady may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Licensed Materials' performance and the customer's usage of the Licensed Materials, provided that iCloudReady will not identify the customer as the source of any such data without the customer's prior written consent. For the avoidance of doubt, the use of a third party to host the collected data shall not be deemed a disclosure.

3.3 Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of Sections 1.1, 2.1, or 3.2 of this Agreement and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.

3.4 Both parties will have the right to disclose the existence of the relationship between the parties, but not the terms and conditions of this Agreement, unless such disclosure of the Agreement terms is approved in writing by both Parties prior to such disclosure, is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order), or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

4. Intellectual property rights

4.1 Except as expressly set forth herein, iCloudReady alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Licensed Materials and any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by the Customer, its Affiliates, or any third party relating to the Licensed Materials, which are hereby assigned to iCloudReady. This Agreement is not a sale and does not convey to the customer any rights of ownership in or related to the licensed materials or any intellectual property rights.

4.2 The customer shall not remove, alter, or obscure any of iCloudReady's (or its licensors') copyright notices, proprietary legends, trademark or service mark attributions, patent markings, or other indicia of iCloudReady's (or its licensors') ownership or contribution from the Licensed Materials. Additionally, the customer agrees to reproduce and include iCloudReady's (and its licensors') proprietary and copyright notices on any copies of the licensed materials or on any portion thereof, including reproduction of the copyright notice. Notwithstanding anything to the contrary herein, certain components of the Licensed Materials, including without limitation any component of the Licensed Materials distributed by iCloudReady as part of the iCloudReady Support Edition, are licensed by third parties pursuant to the terms of certain third party licenses described in such source code annotations.

4.3 The customer and its licensors shall (and the customer hereby represents and warrants that they do) have and retain all right, title, and interest (including, without limitation, sole ownership of) in all software, information, content, and data provided by or on behalf of the customer or made available or otherwise distributed through use of the Licensed Materials ("Content") and the intellectual property rights with respect to that Content. If iCloudReady receives any notice or claim that any Content or the customer's activities hereunder (including, without limitation, with respect to any content) infringes or violates the rights of a third party or any applicable law or regulation (a "Claim"), the customer will indemnify, defend, and hold iCloudReady harmless from all liability, damages, settlements, attorney fees, and other costs and expenses in connection with any such Claim, as incurred. The immediately foregoing indemnity obligations are expressly conditioned on iCloudReady providing the customer with prompt notice of, reasonable cooperation, and sole control over the defense and/or settlement of the applicable Claim. Subject to the foregoing, iCloudReady may participate in the defense and/or settlement of any applicable Claim with counsel of its choosing at its own expense.

4.4 iCloudReady will defend, indemnify, and hold Customer harmless from liability and other amounts paid or payable to unaffiliated third parties resulting from the infringement or violation of any intellectual property or proprietary rights by the Licensed Materials, provided iCloudReady is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement thereof. Subject to the foregoing, the customer may participate in the defense and/or settlement of any claim that is indemnifiable by iCloudReady with counsel of its choosing at its own expense. The foregoing obligations do not apply with respect to portions or components of the Licensed Materials (i) not created by iCloudReady, (ii) that are modified after delivery by iCloudReady, (iii) combined with other products, processes, or materials where the alleged infringement relates to such combination, (iv) where the customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where the customer's use of the Licensed Materials is not strictly in accordance with this Agreement and all related documentation.

5. Payment of fees

5.1 The customer will pay iCloudReady the then applicable fees described in the Order Form or Quote for the Licensed Materials in accordance with the terms therein (the "Fees"). If the customer's use of the Licensed Materials exceeds the Service Capacity set forth on the Order Form or Quote or otherwise requires the payment of additional fees (per the terms of this Agreement), the customer shall be billed for such usage, and the customer agrees to pay the additional fees in the manner provided herein. iCloudReady reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the current renewal term upon thirty (30) days prior notice to the customer (which may be sent by email). If the customer believes that iCloudReady has billed them incorrectly, they must contact iCloudReady no later than 60 days after the closing date on the first billing statement on which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to the company's customer support department (support@icloud-ready.com).

5.2 iCloudReady may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by iCloudReady according to the payment terms specified in the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. The customer shall be responsible for all taxes associated with the licenseةaterials other than U.S. taxes based on iCloudReady's net income.

5.3 Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, GST, use, or withholding taxes, assessable by any jurisdiction whatsoever in relation to your purchases under this Agreement (collectively, the "Taxes"). You are solely responsible for paying all taxes associated with your purchases made hereunder. If we have a legal obligation to pay or collect taxes for which you are responsible under this Clause 4.3, we shall invoice you, and you shall pay that amount to us unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We shall calculate applicable Taxes based on your billing address as detailed on the relevant Order Form or Quote (it is your duty to inform us if taxes should be assessed on a different address). You shall promptly notify us of any changes to any of your addresses specified in an Order Form or Quote. Taxes shall not be deducted from or set-off against the fees in the applicable Order Form or Quote.

5.4 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form or quote and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination with at least thirty (30) days notice.

6. Termination

6.1 This Agreement shall continue until terminated in accordance with this Section 6. Either party may terminate this Agreement upon 30 days' written notice to the other party hereto in the event that Customer has no then-current subscription with respect to the Licensed Materials.

6.2 The customer may terminate this Agreement at any time upon written notice to iCloudReady. Either party may terminate this Agreement immediately upon 30 days' written notice to the other party in the event of any material breach of this Agreement (including, without limitation, any breach of Section 2.2 and/or failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period.

6.3 Either party may terminate this Agreement without notice (i) upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business without a successor.

6.4 The customer's rights to the Licensed Materials, and any licenses granted hereunder, shall terminate upon any termination of this Agreement. In the event that the customer terminates this Agreement pursuant to the second sentence of Section 6.2 above, iCloudReady will refund to the customer a pro-rated portion of pre-paid Fees for Services not actually received by the customer as of the date of such termination. The following Sections will survive any termination of this Agreement: 2 through 6 (except for Section 4.3), and 8 through 11.

7. Warranty Customer Software Security

iCloudReady represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, and (ii) it will not knowingly include, in any iCloudReady software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices, or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program, computer system, or any component thereof, including its security or user data. If, at any time, iCloudReady fails to comply with the warranty in this Section, the customer may promptly notify iCloudReady in writing of any such noncompliance. iCloudReady will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide the customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting it is not established during such a period, the customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

8. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED MATERIALS, SOFTWARE, AND ICLOUDREADY PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. ICLOUDREADY AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Limitation of liability

EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LICENSED MATERIALS OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ANY DELAY OR INABILITY TO USE THE LICENSED MATERIALS OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, THE TOTAL LIABILITY OF EACH PARTY AND ITS LICENSORS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID TO ICLOUDREADY HEREUNDER IN A YEAR ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. U.S. Government Matters

Notwithstanding anything else, the customer may not provide to any person or export or re-export or allow the export or re-export of the Licensed Materials or any software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter"), in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing,the customer acknowledges and agrees that the Controlled Subject Matter will not be used,transferred, or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals" The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Licensed Materials is a representation and warranty that the User is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR Section 2.101, any software and documentation provided by iCloudReady are "commercial items," and according to DFAR Section 252.2277014(a)(1) and (5), are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

11. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by either party without the other party's prior written consent, not to be unreasonably withheld or delayed, provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all or substantially all of its business or assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this agreement, and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. iCloudReady will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A., without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A., will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.

12. Data privacy

Customer shall ensure that any and all information or data, including without limitation, personal data, used by Customer in connection with the Agreement ("Customer Data") is collected, processed, transferred, and used in full compliance with Applicable Data Protection Laws (as defined below) and that it has obtained all necessary authorizations and consents from any data subjects to process Customer Data. "Applicable Data Protection Laws" means any applicable laws, statutes or regulations as may be amended, extended or re-enacted from time to time which relate to personal data, including without limitation (ii) from and after May 25, 2018, GDPR and any EU Member State laws implementing the GDPR; and (iii) the e-Privacy Directive 2002/58/EC, as amended and as transposed into EU Member State law, and any legislation replacing the e-Privacy Directive and (b) "GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Counsel of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). We may enter into a GDPR Data Processing Agreement with certain Cloud clients, depending on the nature of the installation, how data is being processed, and where it is stored. Our standard form agreement can be viewed herehttps://docs.google.com/document/d/1wt6lrzx_EKAv6WY9t8p9IgIf3sDS4mSgPf_0_3N29K4/edit?usp=sharing.

iCloudReady On-Premise License Terms

These terms apply to any of our On-Premise plans, including On-Premise Enterprise.

By signing up for an iCloudReady On-Premise License, you and any entity that you represent ("Customer") are unconditionally consenting to be bound by and becoming parties to these iCloudReady Subscription Terms ("Agreement") as of the date of the customer's first download of the licensed materials (the "effective date"). The customer's continued use of the software or any licensed materials provided by iCloudReady, Inc., trading as iCloudReady ("iCloudReady") (or one of its affiliates and/or subsidiaries, as specified on an order form or quote), shall also constitute assent to the terms of this agreement. If these terms are considered an offer, acceptance is expressly limited to these terms. If you are executing this agreement on behalf of an organization, you represent that you have authority to do so.

1. License and support

1.1 Subject to the terms and conditions of this Agreement, iCloudReady hereby grants to Customer and its Affiliates (as defined below) a limited, non-exclusive, non-transferable, non-sublicensable license for Customer's and its Affiliates' employees and contractors to (1) internally (a) use, reproduce, modify, prepare derivative works based upon, and display the code of iCloudReady On-Premise edition at the tier level selected by Customer (or set forth on an Order Form or Quote (as defined below), if applicable with the specifications generally promulgated by iCloudReady from time to time (the "Software"), excluding Options for the On-Premise edition unless listed on the Order Form or Quote, solely (i) for its internal use in connection with the development of Customer's and/or its Affiliates' own software, and (ii) for the level of event volumes for which Customer has paid iCloudReady; and (b) use the documentation, training materials or other materials supplied by iCloudReady (the "Other iCloudReady Materials"); and (2) modify the Software and publish patches to the Software, solely for the level of event volumes for which Customer has paid iCloudReady. Notwithstanding anything to the contrary, Customer agrees that iCloudReady and/or its licensors (as applicable) retain all right, title, and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid iCloudReady On-Premise edition subscription for the correct number of seats. The Software and Other iCloudReady Materials are collectively referred to herein as the "Licensed Materials.""Affiliate" means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where "control" means the ownership of more than 50% of the voting securities in such entity. "User" means each individual end-user (person or machine) of the customer and/or its Affiliates (including, without limitation, employees, agents, or consultants thereof) with access to the Licensed Materials hereunder.

1.2 Subject to the terms hereof, iCloudReady will provide reasonable support to the customer for the Licensed Materials as set forth on the 'Features' page, for the support plan selected and paid for by the customer. Notwithstanding anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from iCloudReady's service engineers regarding any support issue or request (including, without limitation, failure to make backups of Customer's Licensed Materials) (each, a "Support Issue"), iCloudReady may terminate its support obligations to Customer with respect to such Support Issue upon fifteen (15) days' written notice if Customer does not cure such noncompliance within the notice period.

1.2.1 iCloudReady will use reasonable commercial efforts to respond to support questions by Slack, email, or in-app chat within two business days. The number of support questions is not limited.

2. Restrictions and responsibilities

2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other iCloudReady software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates' own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of iCloudReady, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or "spam" message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).

2.2 The customer will cooperate with iCloudReady in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as iCloudReady may reasonably request. The customer will also cooperate with iCloudReady in establishing a password or other procedures for verifying that only designated employees of the customer have access to any administrative functions of the Licensed Materials. The customer shall maintain, during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts, and accounts relating to the payments due iCloudReady under this Agreement (collectively, the "Customer Records"). iCloudReady may, at its sole expense, upon 30 days' prior written notice to Customer and during Customer's normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, the customer shall pay the deficiency to iCloudReady plus late fees pursuant to Section 5.2. iCloudReady shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case the customer shall promptly pay iCloudReady for the reasonable costs of the audit.

2.4 Customers will not air gap their iCloudReady On-Premise instance without prior permission from iCloudReady, as this prevents us from being able to bill you correctly based on usage.

3. Confidentiality

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary information; (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document that (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, iCloudReady may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Licensed Materials' performance and Customer's usage of the Licensed Materials; provided that iCloudReady will not identify Customer as the source of any such data without Customer's prior written consent. For the avoidance of doubt, the use of a third party to host the collected data shall not be deemed a disclosure.

3.4 Both parties will have the right to disclose the existence of the relationship between the parties,but not the commercial terms of this Agreement, unless such disclosure of the Agreement terms is approved in writing by both Parties prior to such disclosure, is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order), or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

4. Intellectual property rights

4.1 Except as expressly set forth herein, iCloudReady alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Licensed Materials and any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by the Customer, its Affiliates, or any third party relating to the Licensed Materials, which are hereby assigned to iCloudReady. This Agreement is not a sale and does not convey to the customer any rights of ownership in or related to the Licensed Materials, or any intellectual property rights.

4.2 The customer shall not remove, alter, or obscure any of iCloudReady's (or its licensors') copyright notices, proprietary legends, trademark or service mark attributions, patent markings, or other indicia of iCloudReady's (or its licensors') ownership or contribution from the Licensed Materials. Additionally, the customer agrees to reproduce and include iCloudReady's (and its licensors') proprietary and copyright notices on any copies of the Licensed materials or on any portion thereof, including reproduction of the copyright notice. Notwithstanding anything to the contrary herein, certain components of the Licensed Materials, including without limitation, any component of the Licensed Materials distributed by iCloudReady as part of the iCloudReady Support Edition, are licensed by third parties pursuant to the terms of certain third party licenses described in such source code annotations.

4.3 Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title, and interest (including, without limitation, sole ownership of) in all software, information, content, and data provided by or on behalf of Customer or made available or otherwise distributed through use of the Licensed Materials ("Content") and the intellectual property rights with respect to that Content. If iCloudReady receives any notice or claim that any Content, or Customer's activities hereunder (including, without limitation, with respect to any Content), infringes or violates the rights of a third party or any applicable law or regulation (a "Claim"), Customer will indemnify, defend, and hold iCloudReady harmless from all liability, damages, settlements, attorney fees, and other costs and expenses in connection with any such Claim, as incurred. The immediately foregoing indemnity obligations are expressly conditioned on iCloudReady providing the customer with prompt notice of, reasonable cooperation, and sole control over the defense and/or settlement of the applicable Claim. Subject to the foregoing, iCloudReady may participate in the defense and/or settlement of any applicable Claim with counsel of its choosing at its own expense.

4.4 iCloudReady will defend, indemnify, and hold Customer harmless from liability and other amounts paid or payable to unaffiliated third parties resulting from the infringement or violation of any intellectual property or proprietary rights by the Licensed Materials, provided iCloudReady is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement thereof. Subject to the foregoing, the customer may participate in the defense and/or settlement of any claim that is indemnifiable by iCloudReady with counsel of its choosing at its own expense. The foregoing obligations do not apply with respect to portions or components of the Licensed Materials (i) not created by iCloudReady, (ii) that are modified after delivery by iCloudReady, (iii) combined with other products, processes, or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer's use of the Licensed Materials is not strictly in accordance with this Agreement and all related documentation.

5. Payment of fees

5.1 The customer will pay iCloudReady the then applicable fees described in the Order Form or Quote for the Licensed Materials in accordance with the terms therein (the "Fees"). If the customer's use of the Licensed Materials exceeds the Service Capacity set forth on the Order Form or Quote or otherwise requires the payment of additional fees (per the terms of this Agreement), the customer shall be billed for such usage, and the customer agrees to pay the additional fees in the manner provided herein. iCloudReady reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the current renewal term, upon thirty (30) days prior notice to the customer (which may be sent by email). If the customer believes that iCloudReady has billed them incorrectly, they must contact iCloudReady no later than 60 days after the closing date on the first billing statement on which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the company's customer support department (support@icloud-ready.com).

5.2 iCloudReady may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by iCloudReady according to the payment terms specified in the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. The customer shall be responsible for all taxes associated with the Licenses Materials other than U.S. taxes based on iCloudReady's net income.

5.3 Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, GST, use, or withholding taxes, assessable by any jurisdiction whatsoever in relation to your purchases under this Agreement (collectively, the "Taxes"). You are solely responsible for paying all Taxes associated with your purchases hereunder. If we have a legal obligation to pay or collect Taxes for which you are responsible under this Clause 4.3, we shall invoice you, and you shall pay that amount to us unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We shall calculate applicable Taxes based on your billing address as detailed on the relevant Order Form or Quote (it is your duty to inform us if Taxes should be assessed at a different address). You shall promptly notify us of any changes to any of your addresses specified in an Order Form or Quote. Taxes shall not be deducted from or set-off against the fees in the applicable Order Form or Quote.

6. Termination

6.4 The customer's rights to the licensed materials and any licenses granted hereunder, shall terminate upon any termination of this Agreement. In the event that Customer terminates this Agreement pursuant to the second sentence of Section 6.2 above, iCloudReady will refund to Customer a pro-rated portion of pre-paid Fees for Services not actually received by Customer as of the date of such termination. The following Sections will survive any termination of this Agreement: 2 through 6 (except for Section 4.3), and 8 through 11.

7. Warranty Customer Software Security

iCloudReady represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, and (ii) it will not knowingly include, in any iCloudReady software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices, or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program, computer system, or any component thereof, including its security or user data. If, at any time, iCloudReady fails to comply with the warranty in this Section, The customer may promptly notify iCloudReady in writing of any such noncompliance. iCloudReady will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide the customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting it is not established during such a period, the customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

8. Warranty Disclaimer

9. Limitation of liability

10. U.S. Government Matters

Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Licensed Materials or any software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter"), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing,the customer acknowledges and agrees that the Controlled Subject Matter will not be used,transferred, or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals " The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Licensed Materials is a representation and warranty that the User is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR Section 2.101, any software and documentation provided by iCloudReady are "commercial items," and according to DFAR Section 252.2277014(a)(1) and (5), are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

11. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by either party without the other party's prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all or substantially all of its business or assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this agreement, and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. iCloudReady will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A., without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A., will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.

12. Data privacy

Where we process any customer personal data in connection with this Agreement, we can enter into a separate GDPR Data Processing Agreement upon request, the exact terms of which will vary depending on the nature of the installation, how personal data is being processed, and where it is stored. Our standard form agreement can be viewed here.

iCloudReady Professional Services Terms

These terms apply if iCloudReady provides you with additional professional services as part of your contract, or if we undertake one-off pieces of work for you to support with your iCloudReady installation that are not covered by our usual support terms.

1. Services

1.1 iCloudReady will provide Customer with software-related professional services ("Services") as set forth in, one or more mutually agreed to and signed, Order Forms or Quotes, which shall contain, without limitation, a description of the Services, the Servicerate(s), and payment terms (each an "SOW"). The parties agree that SOWs may not be complete statements of Services required by the customerand that additional Services may be required, which would be difficult to determine as of the date of this Service Agreement or of the applicable SOW. At the customer's request, the SOW may include an estimate of charges for the Services, but such an estimate shall not be binding on iCloudReady or convert the SOW into a fixed price contract with respect to such Services. iCloudReady is under no obligation to perform any Services other than pursuant to an SOW. Notwithstanding the foregoing, if iCloudReady performs Services at the direction of the customer and the parties have not signed an SOW for such Services, then such Services shall be subject to all terms and conditions of this Service Agreement, and iCloudReady's then-current rates for such Services shall apply. iCloudReady may provide Services through its third-party contractors, but in all such cases, iCloudReady will remain subject to the obligations hereunder.

1.2 Conditions for Providing Services. The customer must assign a project manager who will assume responsibility for the management of the project for which the Services are provided. The customer will establish the overall project direction, including assigning and managing the Customer's project personnel team. Customers must provide iCloudReady with such facilities,equipment,t and support as are reasonably necessary for iCloudReady to provide Services, including remote access to the hardware and system software configurations on which iCloudReady supports use of the computer software programs licensed by iCloudReady to customers. iCloudReady owns and will own all right, title, and interest in the Services and any work product generated from the Services ("Work Product"), and the customer will execute and deliver to iCloudReady any documents reasonably necessary to vest in iCloudReady all right, title, and interest therein. Work Product does not include the customer's pre-existing intellectual property or data. Subject to the terms and conditions of this Service Agreement and the applicable license agreement governing Customer's use of iCloudReady's software, and expressly conditioned on Customer's compliance with the terms of such agreements, iCloudReady grants Customer a perpetual, non-exclusive, non-transferable license (without the right to sublease or sublicense) to use and copy for use the Work Product for Customer's own, internal computing operations.

1.3 Scheduling of Services. The parties will work together to determine a mutually agreed upon schedule based on the availability of iCloudReady resources and the agreed-upon project timeline. Services are non- cancellable. Accordingly, upon execution of an SOW, the customer will be liable for the entire amount quoted under the SOW.

2. Payment and Taxes

2.1 Payment. Unless otherwise stated in the applicable SOW, iCloudReady will invoice the customer for all Services and applicable charges, as iCloudReady renders the Services or charges are incurred, as applicable. Any unpaid fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys' fees.

2.2 Taxes. Fees under this Service Agreement are exclusive of all taxes, including national, state,provincial, and local use, sales, value-added, property, and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on iCloudReady's net income) unless Customer has provided iCloudReady with a valid exemption certificate. In the case of any withholding requirements, the customer will pay any required withholding itself and will not reduce the amount paid to iCloudReady on account thereof.

3. Confidentiality

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary information; (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Service agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document that (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Service Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

3.3 Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of Section 3 of this Service Agreement and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.

3.4 Both parties will have the right to disclose the existence but not the terms and conditions of this Service Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order), or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

4. Termination

4.1 This Service Agreement shall continue until terminated in accordance with this Section 4. Either party may terminate this Service Agreement upon 15 days' written notice to the other party hereto in the event that the customer has no outstanding SOWs in effect.

4.2 Either party may terminate this Service Agreement immediately upon 15 days' written notice to the other party in the event of any material breach of this Service Agreement (including, without limitation, failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period.

4.3 Either party may terminate this Service Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business without a successor.

4.4 The following Sections will survive any termination of this Service Agreement: 2 through 4 and 6 through 8.

5. Warranty

iCloudReady represents and warrants that (i) during the term of the applicable SOW and continuing for ninety (90) days after the completion of Services pursuant to that SOW, iCloudReady will render all Services under such SOW with reasonable care and skill. If, at any time, iCloudReady fails to comply with the warranty in this Section, the customer may promptly notify iCloudReady in writing of any such noncompliance. iCloudReady will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide the customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting it is not established during such a period, the customer may terminate this Service Agreement as its sole and exclusive remedy for such noncompliance.

6. Warrant Disclaimer

THE SERVICES AND ANYTHING PROVIDED IN CONNECTION WITH THIS SERVICE AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. ICLOUDREADY AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF EACH PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID OR PAYABLE TO ICLOUDREADY HEREUNDER IN ONE YEAR PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. Miscellaneous

If any provision of this Service Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Service Agreement will otherwise remain in full force and effect and enforceable. This Service Agreement is not assignable, transferable, or sublicensable by either party without the other party's prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Service Agreement to a successor in the event of a sale of all or substantially all of its business or assets to which this Service Agreement relates. Both parties agree that this Service Agreement, including each SOW that incorporates these terms, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Service Agreement, and that all waivers and modifications must be in writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Service agreement, and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Service Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Service Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. iCloudReady will not be liable for any loss resulting from a cause over which it does not have direct control. This Service Agreement will be governed by the laws of the State of California, U.S.A., without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A., will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Service Agreement.

9. Data privacy

Where we process any customer personal data in connection with this Service Agreement, we can enter into a separate GDPR Data Processing Agreement upon request, the exact terms of which will vary depending on the nature of the installation, how personal data is being processed, and where it is stored. Our standard form agreement can be viewed here https://docs.google.com/document/d/1wt6lrzx_EKAv6WY9t8p9IgIf3sDS4mSgPf_0_3N29K4.

Privacy Policy and Data Processing Agreements

Our Privacy Policy is maintained here.

If you need to enter into a Data Processing Agreement with us, please make a copy of our standard form agreement herehttps://docs.google.com/document/d/1KSiM1TQ9je0HvzjjeUfT1dEq2pmg1uKCaB93sChSupk, add your details, and send a signed copy to privacy@icloud-ready.com - we will sign and send this back to you.

Reseller Terms

If you are interested in being a iCloudReady reseller, you can view our standard form reseller agreement here: https://docs.google.com/document/d/1DERzyDZn11nL-ZN2sBqXINNogsTRY3l5bYVqA0anF0s.

For any inquiries, please email marketplace+reseller@icloud-ready.com. We can also provide an End User License Agreement ('EULA') for your client(s) to agree to.