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Effective Date: June 08, 2018
This page contains all of Kloudville's legal policies and agreements, including our Privacy Policy, Terms of Service, Acceptable Use Policy, Data Processing Addendum, Support Terms, and Service Level Terms. Please review each section carefully — by using our Services, you agree to be bound by these terms.Privacy Policy
Privacy Policy1. OverviewAs part of our suite of solutions and services, Kloudville Inc. along with its affiliates and subsidiaries (collectively "Kloudville") collect and process information. This Privacy Policy is intended to help you better understand how we collect, use, maintain, disclose, store, and transfer your personal information. By using any of Kloudville's Services, or by dealing with one of our customer's portal running Kloudville Services (collectively "Services"), you are agreeing to the terms of this Privacy Policy.We update this Privacy Policy from time to time in order to accommodate changes to our privacy practices, amending or complementing the Services, or for other operational, legal, or regulatory reasons. All material changes to this Privacy Policy will be preceded by a notice of such changes and by posting the revised policy on the Kloudville Website (the "Website").
2. Information from Kloudville's Customers (You)If you are a Customer of Kloudville, we collect and process your personal information and your end-client's personal information on your behalf in order to provide you with Services. By your continued use of the Service, you are agreeing to provide, in your manner of choosing under applicable regulations, an up-to-date and accurate privacy policy to your end-clients that complies with the laws applicable to your business. You also agree to obtain consent from your end-clients for the use and access to their personal information by us and other third parties. If you are collecting any sensitive personal information from your end-clients (including information relating to medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union members or sexuality), you agree to obtain affirmative, express consent from your customers for the use and access of sensitive personal information by us and other third parties.
2.1 What do we collect and why?• We collect your name, company name, address, email address, phone number(s) and in cases your payment details (e.g. your credit card details). We use this information to provide you with the Services. Additionally, we may use this information to contact you, to confirm your identity, and invoice you.• We collect data about the Kloudville websites that you visit, we also collect data about how and when you access your account on the Kloudville platform, including information about the device and browser you use, your network connection, your IP address, and information about how you browse through the Kloudville interface. We use this information to give you access and to improve the Service. Additionally, we may use this information to provide you with advertising or marketing.• We collect personal information about your end-clients, that you either share with us or that end-clients provide while interacting with your Kloudville instance (e.g. during checkout). We use this information to provide you with the Services and so that you can process orders and better serve your end-clients.• We will also use personal information in other cases where you have given us your express permission.
2.2 When do we collect this information?We collect personal information when you sign up for our Services, either through a commercial agreement or through online signups; when you access the Services; or when you otherwise provide us with the information. We also deal with third parties who provide us with information about customers or prospective customers.
2.3 Sharing this information with third partiesWe work with a variety of third parties and service providers to help provide you with the Services and we may share personal information with them to support these efforts. We may also share your information to prevent, investigate, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Term of Service or any other agreement related to the Services, or as otherwise required by law; to help us conduct marketing and/or advertising campaigns; and to confirm to legal requirements, or to respond to lawful court orders, subpoenas, warrants, or other requests by public authorities.Personal information may also be shared with a company that acquires our business, whether through merger, acquisition, bankruptcy, dissolution, reorganization, or other similar transaction or proceeding. We will always ask for your consent, unless prohibited by law, before sharing your personal information with third parties for purposes other than those described in this Section. Kloudville is responsible for all onward transfers of personal information to third parties in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA).
3. Information from your end-clients
3.1 What do we collect and why?We collect your end-clients name, email, shipping and billing addresses, payment details, company name, phone number(s), IP address, information about orders you (or they) initiate, and information about the device and browser you (or they) use. We use this information to provide you with the Services, including supporting and processing orders, authentication, and payments. We may also use this information to improve the Services.
3.2 When do we collect this information?We collect this information when you use or access the Services to place an order or to have your end-client sign up to your portal.
3.3 Sharing this information with third partiesWe work with a variety of third parties and service providers to help provide you with the Services and we may share personal information with them to support these efforts. We may also share your information in the same circumstances as described in section 2.3 above. Kloudville is responsible for all onward transfers of personal information to third parties in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA).
4. Information from cookies (or similar tracking technologies)
4.1 Why do we use cookies (or similar tracking technologies)?We use cookies to recognize your device and provide you with a personalized experience on the Website, or otherwise through the Services. We also use cookies as part of the Services, for example to maintain the shopping cart for your orders.There is no consistent industry understanding of how to respond to "Do Not Track" signals, therefore, we do not alter our data collection and usage practices when we detect such a signal from your browser. Additionally, we do not track any information other than your session information.
5. Retention of your personal informationWe retain (keep) your personal information throughout your relationship with us. We will keep your information as long as you maintain an active subscription (Services) with us. For your end-clients, we process your information solely as a data processor on behalf of you and it is up to you to determine how long you will store the information in our system(s).Once you terminate your relationship with us, we may continue to store archived copies of your personal information for legitimate business purpose and to comply with the law, except when we receive a valid erasure request. We may continue to store anonymous or anonymized information, such as website visits, without identifiers, in order to improve the Services.
6. What we don't do with your personal informationWe do not and will never share, disclose, sell, rent, or otherwise provide personal information to other companies (other than to third parties service providers being used by the Services). We do not collect your end-clients personal information to independently contact or to market to them. However, we may contact or market to your end-client if we obtain their information from other sources.
7. How do we secure your information and keep it secure?• We follow industry standards on information security management to safeguard sensitive information, such as financial information, intellectual property, employee details and other personal information entrusted to us.• We are certified as PCI compliant service provider and our platform is audited as frequent as every quarter by a third party qualified security assessor.• The Services and technology operate and authorize access on role-based security. Additionally, we maintain a complete privilege audit trail, e.g. we maintain who gives who access when to what.• No method of transmission over the internet or method of electronic storage, is 100% secure. Therefore, we cannot guarantee the absolute security of your personal information.
8. If you are a resident of the European Economic Area ("EEA")As part of the Services, we may transfer your personal information to other regions, including Canada and the United States. If you are located in the EEA, you have certain rights under European law with respect to your personal data, including the right to request access to, correct, amend, delete, port to another service provider, or object to certain uses of your personal information. If your end-client would like to exercise these rights, note that we only serve as a data processor on your behalf and have provided you all the requisite tools (within the Services) to assist your end-client with their requests.
9. Cross border securityKloudville is a Canadian company, however, we provide Services and our technology processes data and information from users around the world. Accordingly, we may transmit your personal information outside the country, state, or province where you reside. We use Amazon Web Services to store and process your information, and as such it is covered and certified under the EU-US Privacy Shield.
10. Control over and access to your personal informationWe acknowledge and understand that you have rights over your personal information, and we take reasonable steps to ensure you have the proper tools (within the Services) to access, correct, amend, delete, port, or limit the use of your personal information. You can update your data within your account settings. If you are unable to change or do not have access to your personal information, please contact us to make the required changes. If your end-client contacts us directly to exercise their rights, we will forward the request to you, allowing you to respond to them directly.IF YOU DELETE OR LIMIT THE USE OF YOUR PERSONAL INFORMATION, THE SERVICES MAY NOT FUNCTION PROPERLY.
11. Miscellaneous
11.1 Complete policyThis Privacy Policy represents our complete policy on the subject and replaces all prior privacy policies and statements.
11.2 Updates to policy and your acceptanceWe may modify this Privacy Policy at any time by posting a revised version at https://www.kloudville.com/legal/privacy. By continuing to use the Services after a revised version of the Privacy Policy has been published, you agree to comply with the latest version.
11.3 Conflict of termsYour use of the Services is subject to the terms of this Privacy Policy, Terms of Service, or any other agreement between you and Kloudville governing your use of the Services (collectively the "Terms"). In the event of a conflict between this Privacy Policy and the Terms, this Privacy Policy will take precedence, but only to the extent required to resolve such conflict.
Terms of Service
Terms of ServiceWe, Kloudville Inc. along with its affiliates and subsidiaries (collectively "Kloudville"), will provide you with our technology, solutions, platform, and services (collectively "Services") in accordance with the following terms and conditions (the "Terms of Service"). Any new feature, product, tools, or service which is added to the current services will also be subject to the Terms of Service. We reserve the right to update and change the Terms of Service by posting updates and changes to the Kloudville website (the "Website"). You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.You must read, agree with and accept ALL the terms and conditions herein, including Kloudville's Acceptable Use Policy ("AUP") and Privacy Policy, and, if applicable, the Data Processing Addendum ("DPA") before you may become a Kloudville user.Simplified summaries are provided for convenience only and are not legally binding commitments. Please refer to the actual terms and conditions of the Terms of Service for your legal requirements. By using the Services, you are agreeing to these terms without alteration or modification.1. Account Terms
1.To access and use the Services, you must register for a Kloudville account or a Kloudville administrative account (collectively, the "Account"). You will identify a username, password, email, your full legal name, and optionally your work or mobile (cell) number for your Account. We reserve the right to refuse registration of, or cancel passwords we deem inappropriate, in our sole discretion.
2.You acknowledge that we will use the email address you provide as the primary method for communication to you.
3.You are responsible for keeping your password secure. Kloudville cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account or password.
4.You are responsible for all activity and Content (as defined in the AUP) in connection with your Account.
5.A breach or violation of any terms in the Terms of Service, including the AUP, as determined in our sole discretion may result in an immediate suspension or termination of your services.
For online signups only (Section 1.6 to 1.7)1.Subject to Section 1.7, the person signing up for the Services will be the contracting party (our "Customer") for the purposes of our Terms of Service.
2.If you are signing up for the Services on behalf of your employer, your employer will be the Customer and you represent and warrant that you have authority to bind your employer to the Terms of Service.
Simplified SummaryYou are responsible for your Account and any Content you upload to the Services.If we need to get in touch with you, we will email you - so please keep your email active and up to date.We may cancel your Account if you violate these terms.For online signups, the person signing up is responsible for the Account and is bound by these Terms of Service. If you are signing up on behalf of your employer, your employer owns the Account and is also bound by the Terms of Service.
2. General
You must read, agree with and accept ALL the terms and conditions herein, including the AUP and the Privacy Policy.
1.Technical support is only provided to Account holders in good standing and is available as per the Technical Support Terms.
2.The Terms of Service are governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflict of laws. The parties (you and us) irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The UN Convention on Contracts for the International Sale of good will not apply to these Terms of Service and is hereby expressly excluded.
3.You acknowledge that Kloudville may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the Website, available at http://www.kloudville.com/legal/tos and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to the Website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Services.
4.We will provide you with the Services using all commercially reasonable efforts subject to the Service Level Terms, and you represent and warrant to use the Services solely for the Purpose (as defined in your Kloudville Subscription Order Form or through your online signup). You may not use the Services for any illegal or unauthorized purpose, nor may you, in the use of the Services, violate any laws in your jurisdiction (including by not limited to copyright laws), the laws applicable to you in your end-clients jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules, and regulations in your use of the Services.
5.You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
6.You shall not purchase search engine or other pay per-click keywords (such as Google AdWords), or domain names that use our Kloudville or our Trademarks and/or variations and misspellings thereof.
7.You acknowledge that your use of the Service, including information transmitted to or stored by us, is governed by our Privacy Policy.
Simplified SummaryThe Kloudville service belongs to us. You are not allowed to take it for yourself or to use it for anything illegal.You are agreeing to our Privacy Policy and Acceptable Use Policy, please read them.We have Service Level Terms and Technical Support Terms, please read them.You will use Kloudville services only for the purpose you told us.If there is a dispute, the issue(s) will be dealt with in the Province of Ontario, Canada.
3. Confidentiality; Proprietary Rights
1.Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Our Proprietary Information includes non-public information regarding features, functionality and performance of the Services. Your Proprietary Information includes non-public data provided by you to us to enable the provision of the Services. The Receiving Party agrees (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, 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 or (e) is required to be disclosed by law.
2.You shall own all right, title and interest in and to your data and information, as well as any data or information that is based on or derived from your data and information and provided to you as part of the Services.
3.We shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
4.Kloudville shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with you to promote the Services.
Simplified SummaryThere may be sharing of confidential and proprietary information between you and us. We both agree to keep each other's secrets.You own and will retain ownership of your data and information.We own Kloudville, all its services, and any modifications or improvements we make.We do marketing promotions, we may use your logo or trademarks in our marketing materials.
4. Payment of Fees
1.You will pay us the then applicable fees (either in the Order Form or your online signup) for the Services, Implementation Fees (if any), or Additional Professional Fees for additional Statements of Work, or Transaction Fees (collectively "Fees"). We will charge your credit card, if we have it on file with your authorization, or we may choose to bill through an invoice. Unpaid overdue amounts are subject to a finance charge to 2% per month (or maximum permitted by law, whichever is lower). You may also be subject to all collection expenses if incurred.
2.We may terminate the Services if you a consistently late on your payments or if you have not been making payments for an unreasonable amount of time, the determination of which will remain solely in our discretion.
3.Service Fees are paid in advance and will be billed in monthly intervals (or such internal as per your Order Form). You may be subject to a transaction fee of 3%, if you elect to pay by authorized credit cards ("Transaction Fees"). Unless otherwise indicated, all Fees are in U.S. dollars, and all payments shall be in U.S. dollars.
4.We reserve the right to change the Fees and to institute new charges and fees at the end of your Initial Service Term or the then-current renewal term. We will give you a thirty (30) day notice.
5.If you believe that we have billed your incorrectly, you must contact us no later than thirty (30) days after the charge/invoice in which you believe the error or problem appeared, in order to receive an adjustment or credit.
Simplified SummaryYou must pay us the dues on time. If you are late in payment, we may charge interest. There may be more charges if we must chase you for payments.If you continue not to pay, we may terminate the Services.We may change the Fees from time to time.If you think we charged you incorrectly, get in touch so that we can help fix it soon.
5. Term and Termination
1.Subject to section 5.2, your agreement with us is for the Initial Service Term (as specified in your Order Form or your online signup) and shall be automatically renewed for additional terms of one (1) year each (collectively "Term"). These Terms of Service are binding for the duration of Term.
2.Either party may terminate the Services upon thirty (30) days' notice (or immediately in case of nonpayment), if the other party materially breaches any terms or condition in the Terms of Service.
3.You must pay in full for the Services up to and including the last day on which the Services are provided.
4.Fraud. Without limiting any other remedies, we may suspend or terminate your Account and Services if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of Services.
5.Upon termination for any reason:
1.We will cease providing you with the Services and you will no longer be able to access your Account;
2.unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
3.any outstanding balance owed to us for your use of Services through the effective date of your termination will be immediately become due and payable in full; and
4.your instance/portal will be taken offline.
Simplified SummaryWe may change or cancel your account, under certain conditions. Any fraud and we will suspend or cancel your Services.
6. Kloudville Rights
1.We reserve the right to modify or terminate the Services or part of the Services for any reason, without notice at any time.
2.We reserve the right to refuse service to anyone for any reason at any time.
3.We may, but have no obligation to, remove Content and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered by you through the Services or the Content in your Account violate our Acceptable Use Policy or these Terms of Service.
4.Verbal or written abuse of any kind (including threats of abuse or retribution) of any Kloudville customer, employee, member, director, or officer will result in immediate Account termination.
5.We reserve the right to provide our services to your competitors and make no commitment of exclusivity in any particular market segment. You further acknowledge and agree that Kloudville employees, contractor, or subcontractors may also be Kloudville customers and that they may compete with you, although they may not use your confidential information in doing so.
Simplified SummaryWe may modify, upgrade, cancel or refuse service at any time.
7. Limitation of Liability
1.You expressly understand and agree that we shall NOT be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, date or other intangible losses resulting from the use or inability to use the Services.
2.In no event shall we be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
3.You use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" (subject to Service Level Terms) basis without warranty or condition, express, implied or statutory. Subject to Service Level Terms, we do not warrant that the Services will be uninterrupted, timely, secure, or error-free.
4.We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Simplified SummaryWe are not responsible if you break the law, breach these Terms of Service, or go against the rights of a third party, especially if you get sued.Services are "as is" so it may have errors or interruptions and we provide no warranties.We have Service Level Terms, please read them.
8. Waiver and Complete Agreement
1.The failure of Kloudville to exercise or enforce any right or provision of these Terms of Services shall not constitute a waiver of such rights or provision.
2.These Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and Kloudville and govern your use of the Services, superseding any prior agreements between you and us (to the extent of use of Services) including, but not limited to, any prior versions of the Terms of Service.
Simplified SummaryIf we choose not to enforce our rights, it does not mean we are giving up those rights later.These Terms of Service make up the agreement that applies to you when you use the Services. Any previous arrangements between you and Kloudville don't apply if they conflict with anything here.
9. Third Party Services
1.We may, from time to time, refer you to third-party vendors for specific products or services in connection with Statements of Work raised by you. As such vendors are not subcontractors to Kloudville, it shall be your sole responsibility to select and negotiate with such vendors for the purposes of Statements of Work. We may assist you in product selection, developing delivery schedules, and review of proposals, to the extent that you and Kloudville mutually agree to do so. Notwithstanding any other provision of these Terms of Service, under no circumstances shall we be responsible for such third party products or services. We provide no warranty of any kind with respect to such products and services.
2.Under no circumstances shall we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any third-party services or your contractual relationship with any third party. These limitations shall apply even if we have been advised of the possibility of such damages. The foregoing limitations shall apply fully permitted by applicable law.
3.You agree to indemnify and hold us and (as applicable) our partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of a third-party service or your relationship with a third party.
4.Subject to our Privacy Policy, we may use some third-party service providers to provide you with the Services. You agree to permit us, and not to revoke consent, to send your data to those third-party services in connection with the Services.
Simplified SummaryWe are not responsible for third party services, so use them at your own risk.You permit us to send your data to third parties to that we may provide you with the Services.
10. Privacy and Data Protection
1.We are firmly committed to protecting the privacy of your personal information and the personal information of your end-clients. By using the Services, you acknowledge and agree that Kloudville's collection, usage, and disclosure of this personal information is governed by our Privacy Policy.
2.Additionally, if a) you are established in the European Economic Area (EEA); b) you provide goods or services to your end-clients in the EEA through the Services; or c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Kloudville's collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
Simplified SummaryWe have a Privacy Policy, please read it carefully.If you are in the European Economic Area, you are also subject to our DPA, please read it carefully.
Contact InformationIf you have queries about your personal information or this policy, please contact us at legal@kloudville.com, or by using the contact details below:Kloudville Inc.Attn: Business Management (Privacy)5945 Airport Road, Suite 266Mississauga, ON L4V 1R9Canada
Acceptable Use Policy
Acceptable Use PolicyAs part of our suite of solutions and services, Kloudville Inc. along with its affiliates and subsidiaries (collectively "Kloudville") collect, store, and process information. By using any of Kloudville's Services, or by dealing with one of our customer's portal running Kloudville Services (collectively "Services"), you are agreeing to the terms of this Acceptable Use Policy (the "AUP"). We acknowledge and agree that you are the owner of your data and activities with regards to the Services, however, there are some activities that are incompatible with our mission to create and foster safer and better solutions and services for everyone. THIS AUP DESCRIBES THE ACTIVITIES THAT ARE PROHIBITED IN CONNECTION WITH YOUR USE OF THE SERVICES.All materials including, but not limited to, any photos, images, videos, graphics, written content, audio files, code, information, data or other content uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (individually and collectively the "Content") is subject to this AUP.
Prohibited ActivitiesThe following activities (in no particular order) are prohibited:• Child Exploitation: You may not offer goods or services, or post or upload Content that exploits or abuses children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.• Illegal Activities: You may not offer goods or services, or post or upload Content that contravene or that facilitate or promote activities that contravene, the laws of the jurisdictions in which you operate or do business.• Terrorist Organizations: You may not offer goods or services, or post or upload Content, that imply or promote support or funding of, or membership in, a terrorist organization.• Harassment, Bullying, Defamation and Threats: You may not offer goods or services or post or upload Content, that harass, bully, defame or threaten a specific individual, group, or community.• Intellectual Property: You may not offer goods or services, or post or upload Content, that infringe on the copyright or trademarks of others.• Hateful Content: You may not offer goods or services, or post or upload Content, that condone or promote violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition or veteran status.• Malicious and Deceptive Practices: You may not use the Services to transmit malware or host phishing pages. You may not perform activities or upload or distribute Content that harm or disrupt the operation of the Services or other infrastructure of Kloudville or others, including our third-party providers. You may not use the Services for deceptive commercial practices or any other illegal or deceptive activities.• Personal and Confidential Information: You may not post or upload any Content that contains personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent.• Self-Harm: You may not offer goods or services, or post or upload Content, that promote self-harm.• Spam: You may not use the Services to transmit unsolicited commercial electronic messages.
EnforcementWe may, at any time and without notice, remove any Content, and suspend or terminate your Account or your access to the Services if you engage in activities that violate the letter or spirit of this AUP, including activities outside of your use of the Services.We have the right, but not the obligation, to monitor or investigate any Content and your use of the Services at any time for compliance with this AUP and the Kloudville Terms of Service, or any other agreement between you and us governing your use of the Services (collectively the "Terms"). Our determination of whether a violation of this AUP has occurred will be final and binding, and any action taken with respect to enforcing this AUP, including taking no action at all, will be at our sole discretion.
ModificationsWe may modify this AUP at any time by posting a revised version on this page (Acceptable Use Policy). By continuing to use the Services or access your account after a revised version of the AUP has been published, you agree to comply with the latest version of the AUP. In the event of a conflict between the AUP and the Terms, this AUP will prevail, but only to the extent required to resolve such conflict.
Data Processing Addendum
Data Processing AddendumThis Kloudville Data Processing Addendum ("Addendum") amends the Kloudville Terms of Service (the "Agreement") by and between you and Kloudville Inc., a Canadian corporation with offices at 5945 Airport Road, Suite 266, Mississauga, ON L4V 1R9, Canada, on behalf of itself and all its affiliates ("Kloudville").
1. Definitions1. "Data Protection Legislation" means European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation, Regulation (EU) 2016/679);2. "Data Processor", "Data Subject", "Process", "Processor", "Processing", "Subprocessor", and "Supervisory Authority" shall be interpreted in accordance with applicable Data Protection Legislation;3. "Personal Data" as used in this Addendum means information relating to an identifiable or identified Data Subject who visits or engages in transactions through your portal (a "Customer"), which Kloudville Processes as a Data Processor in the course of providing you with the Services; and4. All other capitalized terms in this Addendum shall have the same definition as in the Agreement.
2. Data Protection1. Where a Data Subject is in the European Economic Area (the "EEA"), that Data Subject's Personal Data will be processed by Kloudville through its European AWS commissioned servers. As part of providing the Services, this Personal Data may be transferred to other regions, including to Canada and the United States. Such transfers will be completed in compliance with relevant Data Protection Legislation.2. When Kloudville Processes Personal Data in the course of providing the Services, Kloudville will: 1. Process the Personal Data as a Data Processor, only for providing the Services in accordance with documented instructions from you (provided that such instructions are commensurate with the functionalities of the Services), and as may subsequently be agreed to by you. If Kloudville is required by law to Process the Personal Data for any other purpose, Kloudville will provide you with prior notice of this requirement, unless Kloudville is prohibited by law from providing such notice; 2. notify you if, in Kloudville's opinion, your instruction for the processing of Personal Data infringes applicable Data Protection Legislation; 3. notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Data Subject or Supervisory Authority relating to Kloudville's Processing of the Personal Data; 4. implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of Personal Data and appropriate to the nature of the Personal Data which is to be protected; 5. provide you, upon request, with up-to-date attestations, reports or extracts thereof where available from a source charged with auditing Kloudville's data protection practices (e.g. external auditors, internal audit, data protection auditors), or suitable certifications, to enable you to assess compliance with the terms of this Addendum; 6. notify you promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data; 7. ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose the Customer Personal Data; and 8. upon termination of the Agreement, Kloudville will promptly initiate its purge process to delete or anonymize the Personal Data. If you request a copy of such Personal Data within 60 days of termination, Kloudville will provide you with a copy of such Personal Data.3. In the course of providing the Services, you acknowledge and agree that Kloudville may use Subprocessors to Process the Personal Data. Kloudville's use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between Kloudville and Subprocessor.
3. Miscellaneous1. In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that Kloudville may amend this Addendum from time to time by posting the relevant amended and restated Addendum on the Website, available in the Data Processing Addendum section of this page, and such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to the Website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Service.2. Save as specifically modified and amended in this Addendum, all the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.3. The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with this Addendum.
Support Terms
Support TermsWe will provide Technical Support via both telephone and e-mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern Standard Time, with the exclusion of Statutory Holidays ("Support Hours").You may initiate a helpdesk ticket during Support Hours by calling 1 844 GO HELP1 (1 844 464 3571) or any time by emailing support@kloudville.com.We will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.
Service Level Terms
Service Level TermsService Level CommitmentWe commit to provide 99.9% uptime with respect to your Services during each calendar month, excluding regularly scheduled maintenance times. The uptime will be measured monthly.If in any calendar month, this uptime commitment is not met, and you were negatively impacted, i.e. attempted to log into or access the Services and failed due to the unscheduled downtime, we shall provide, as the sole and exclusive remedy, a service credit equal to 5% of one month's fee for the user of the Services for each hour or part of hour of unscheduled downtime, aggregated up to a maximum of 20% of one month's fee.
Scheduled and Unscheduled MaintenanceRegularly scheduled maintenance time does not count as downtime. Maintenance time is regularly scheduled if it is communicated in accordance with the notice section set forth below at least two full business days in advance of the maintenance time. Regularly scheduled maintenance time typically is communicated at least a week in advance, scheduled to occur at night on the weekend, and takes less than 10-15 hours each quarter. We hereby provide notice that every Saturday night 10:00pm – 10:20pm Eastern Standard Time is reserved for routine scheduled maintenance for use as needed.We, in our sole discretion, may take the Services down for unscheduled maintenance and in that event, will attempt to notify you in advance in accordance with the notice section set forth below. Such unscheduled maintenance will be counted against the uptime commitment.
Credit RequestIn order to receive a credit under this Service Level Commitment, you must request it by emailing us at billing@kloudville.com, within five (5) days of the end of the applicable month. If you submit a credit request and do not receive a prompt automated response indicating that the request was received, you must resubmit the request because the submission was not properly received and will not result in a credit. If your account is past due or you are in default with respect to any payment or any material contractual obligations to us, you are not eligible for any credit under this Service Level Commitment. The service credit is valid for up to two years from the month for which the credit was issued. We shall calculate any Services downtime using Company's system logs and other records.
Updates/NoticesThis Service Level Commitment may be amended by us, in our sole discretion but only after providing thirty (30) days notice. Notices will be sufficient if provided to a user designated as an administrator of your Account either: (a) as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen, or (b) by email to the registered email address provided for the administrator(s).
Exclusion of Sandbox, Beta Accounts, and Test EnvironmentsKloudville Sandbox, Beta Accounts, and other test environments are expressly excluded from this or any other Service Level Commitment.
Credit Card Processing ServicesIn the event we provide credit card processing to you – you hereby agree that you will indemnify, defend, and hold us harmless (including but not limited to Kloudville and any processors' employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable legal fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a cardholder that arises out of or relates to: (a) any actual or alleged breach or any violation of any information provided by cardholder; (b) any wrongful or improper storage of cardholder information by you; and (c) any cardholder's access and/or use of credit card with cardholder's unique username, password or other appropriate security code. We acknowledge that while cardholder information is in our possession we are responsible for security of such cardholder data and any ensuing storage, processing or transmitting activity on your behalf and would, to that extent only, be responsible for and store and secure such cardholder information under normal industry standards.
