Terms of Use

Last Updated: Sept 13, 2024

Cloudsania Cloud Services Limited is a technology startup company that unifies business cloud workloads across all cloud providers and assists in managing necessary cloud operations, such as setting up of workloads, deployment of application, security scan against vulnerabilities.

Introduction

These Terms of Use (“Site Terms”) apply to Cloudsania services and any other related features, contents, applications, or websites we may offer from time to time (collectively and as defined below, the “Cloudsania Services”). Please read these Terms carefully by visiting the Cloudsania website, you accept the service Terms, also note that you will be subject to the cloudsania Customer Agreement or other agreement governing your use of our site (the “Agreement”).

This agreement is a legally binding contract. It may change or be updated as our business changes, and you agree you will review it and any updates regularly. Your continued use of the Cloudsania Services means you accept any changes or updates.

Privacy

These Terms include Cloudsania’s Privacy Statement, which is incorporated by reference into these Terms.

i. Agreement

These Terms constitute a binding agreement between:

You and Cloudsania Cloud Services Limited and/or its affiliates (jointly referred to as “Cloudsania” “we” or “us” in this Document)
“You” and “users” shall mean all visitors and users of the Cloudsania Services. You accept these terms each time you access Cloudsania. If you do not accept these Site Terms, you must not use the Cloudsania Services.

ii. Eligibility

The Cloudsania Site are intended solely for persons who are 18years and above, underage persons are prohibited from using our Site. By accessing or using the Cloudsania Site, you represent and warrant that you are 18 years and above.

The Cloudsania Services

The “Cloudsania Services” means any websites, applications, and other services under the control of Cloudsania, whether partial or otherwise, in connection with providing cloud based service and architecting solutions in the cloud via software enterprise platform.

i. Permission Rights

The permission granted to use the Cloudsania Services is subject to the restrictions in these Terms. The Cloudsania Services offers you a platform to assists in managing necessary cloud operations. The use of Cloudsania Services is at your own risk.

ii. Registration.

Account registration is a requirement to access the Cloudsania Services. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

iii. Login Credentials

To use the Cloudsania Services, you will be required to login using an email address/phone number and password, with a temporary verification code. Do not share your account information, or give access to your account to any third party. You are solely responsible for maintaining the confidentiality and security of your Account and every activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Cloudsania Services and any device that you use to access the Cloudsania Services.

Note that Cloudsania will never ask you to reveal your account password either verbally or in writing. Provided we have exercised reasonable skill and due care, Cloudsania shall not be responsible for any losses arising out of the unauthorized use of your Account resulting from you not following these instructions.

iv. Notification of Compromised Login Credentials

Once you discover that your account information has been compromised or that your account has been accessed by a third party, you agree to promptly notify Cloudsania by email, at [email protected] or call the number provided in the contact page. Note that you will be solely responsible for the losses incurred by Cloudsania and others due to any unauthorized use of your account.

v. Communications and Service Notification

By using the Cloudsania Services, you agree that we may communicate or provide notices to you in the following ways:

• By email to the email address or by SMS to the phone number you used to login your account;
• Through banner notices, push notifications, in-app messages or other messages delivered on or through Cloudsania Services; or
• Through other means including any telephone number, mobile number, or mailing address you choose to provide to us.

You agree to keep any contact information you provide to us up to date. You may adjust your communications preferences in your Cloudsania account settings at any time or by unsubscribing from marketing emails using the link provided at the bottom of those emails.

To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at [email protected].

Ownership and Use of Records

We do not claim ownership rights in the information, text, files, data, images, photos, video, sounds, links, works of authorship, or any other materials that you, or third parties with your authorization, post to or share via the Cloudsania Services (collectively, “Records”). We make no representations with respect to such Records. By posting or requesting Records through the Cloudsania Services, you certify that you have the right to post or request such Records and/or that you have obtained all required consents to post or access such Records (including the provision to Cloudsania of Personal Information about third parties), and you agree to access and use them only as permitted by applicable law. In addition, you acknowledge that certain providers of Records may have the right to revoke the use of Records provided to you under certain circumstances, including without limitation where the wrong Records have been provided, and you agree to delete any such Records upon request.

You are responsible for backing up any Records that you store on Cloudsania. If you close your Cloudsania account or if we terminate your Cloudsania account or discontinue the Cloudsania Services, we may permanently delete your data from our servers. We have no obligation to return Records to you in such instances.

vi. Cloudsania Content Ownership and Use

The contents of the Cloudsania Services include designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, “Cloudsania Content”). All Cloudsania Content and the compilation (meaning the collection, arrangement, and assembly) of all Cloudsania Content are the property of Cloudsania or its licensors and are protected under copyright, trademark, and other laws.

vii. License from You

By making available any Records on or through the Cloudsania Services, you grant and agree to grant to Cloudsania a perpetual, non-exclusive license to use, modify, adapt, translate, such Records (a) in order to provide the Cloudsania Services to you; (b) for statistical use (provided that such Records are not personally identifiable); and (c) as necessary to monitor and improve the Cloudsania Services experience.

You agree that any Content submitted by you shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful.

viii. Record Sharing and Use of Records by Third Parties

You control who may access your Records. If you share some or all of your Records, then you agree that anyone you have shared such Records with may use that content. When you give others access to your Records through the Cloudsania Services, they may use, reproduce, distribute, display, transmit, and communicate those Records to others. You should only share or give access to your Records to others that you trust to keep those Records confidential.

ix. License Granted By Cloudsania

We authorize you subject to these Terms, to access and use the Cloudsania Site and the Cloudsania Content solely for your personal and non-commercial purposes, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Cloudsania Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Cloudsania Content on any copy you make of the Cloudsania Content.

x. Cloudsania Marks

Cloudsania, the Cloudsania logo, and other Cloudsania logos and product and service names are or may be trademarks of Cloudsania (the “Cloudsania Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Cloudsania Marks.

Except as permitted within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Cloudsania Services.

Copyright Policy

If you believe in good faith that materials posted on Cloudsania Services infringe your copyright, you (or your agent) may send Cloudsania a “Notification of Claimed Infringement”- requesting that the material be removed or that access to it be blocked. The notice must include name and contact details of the owner of the work or that of an authorized Agent and the specific copyrighted work(s) alleged to have been infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, send Cloudsania a counter-notice. The notices described in this section should be sent to [email protected].

Suggestions and Feedback

At Cloudsania, service satisfaction and improvement is very important to us, we are happy to receive your comments and feedback regarding our Services. Please take notice that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall

Own, exclusively, all now known or later discovered rights to the creative ideas; Not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

Disclaimers, Limitations, and Prohibitions

We do not represent or guarantee the truthfulness, accuracy, or reliability of any content or Records (Data) posted by you or any other third party. You accept that any reliance on such materials will be at your own risk. You are solely responsible for the Records (Data) you post. Cloudsania does not endorse or accept responsibility for any Records (Data) posted by you or other third parties on Cloudsania. You assume all risks associated with your Records (Data), including anyone’s reliance on their quality, accuracy, or reliability. You are solely responsible for any and all fees or costs you may incur to access the Cloudsania Services through any wireless or other communication service.

You agree to use the Cloudsania Services only for their intended purposes. You must use the Cloudsania Services in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Cloudsania Services are prohibited and you agree THAT YOU WILL NOT:

• Harass, threaten, stalk, abuse, upload or post objectionable content that is unlawful, harmful, tortious, defamatory, libellous, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise illegal;
• Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to Cloudsania Services, user accounts, or the technology and equipment supporting Cloudsania Services;
• Frame or link to the Cloudsania Services without permission;
• Use data mining, robots, or other data gathering devices on or through the Cloudsania Services;
• Upload/post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
• Post or disclose Personal Information about another person without their consent;
• Use the Cloudsania Services or Cloudsania Content for any commercial purpose or in any manner not permitted by these Terms;
• Use Cloudsania in an illegal way or to commit an illegal act in relation to the Cloudsania Services or that otherwise results in fines, penalties, and other liability to Cloudsania or others;
• Access the Cloudsania Services from a jurisdiction where it is illegal or unauthorized; or Encourage or enable any other individual to do any of the above.

Account Termination, Removal of Records, and Consequences of Violating These Terms

We reserve the right to suspend or terminate your account and prevent access to the Cloudsania Services for any reason, at our discretion. We reserve the right to refuse to provide the Cloudsania Services to you in the future.

xi.Removal of Records

Cloudsania may review and remove any Records (Data) at any time for any reason, including activity which, in its sole judgment violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Cloudsania Services.

xii. Your Liability for Breach of these Terms

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by, arising out of, or related to your breach of these Terms and your use of the Cloudsania Services.

Cloudsania’s Liability

We may change, suspend, or discontinue any aspect of the Cloudsania Services at any time, including hours of operation or availability of the Cloudsania Services or any feature, without notice or liability.

xiii. User Disputes

We are not responsible for any disputes or disagreements between you and any third party you interact with using Cloudsania Services. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Cloudsania of all claims, demands, and damages in disputes among users of Cloudsania Services. You also agree not to involve us in such disputes. You are advised to use caution and common sense when using the Cloudsania Services.

xiv. Content Accuracy

We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Cloudsania Services. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Cloudsania Services. Services used on the Cloudsania Platform are at your own risk.

xv. Third-Party Websites

The Cloudsania Services may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.

A. DISCLAIMER OF WARRANTIES

BY USING THE CLOUDSANIA SERVICES, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THIS SITE IS AT YOUR SOLE RISK, AND THE SERVICES PROVIDED BY CLOUDSANIA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT. CLOUDSANIA EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CLOUDSANIA SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT UNLESS OTHERWISE SPECIFIED IN WRITING; (B) CLOUDSANIA MAKE NO WARRANTY THAT (i) THE CLOUDSANIA SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE CLOUDSANIA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLOUDSANIA SERVICES WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE CLOUDSANIA SERVICES WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CLOUDSANIA SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

B. LIMITATION OF LIABILITY AND INDEMNIFICATION

BY USING OUR SITE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLOUDSANIA SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CLOUDSANIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE CLOUDSANIA SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON OR THROUGH THE CLOUDSANIA SITE (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO CLOUDSANIA SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. CLOUDSANIA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE CLOUDSANIA SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CLOUDSANIA SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT.

TO THE FULLEST EXTENT POSSIBLE BY LAW, CLOUDSANIA’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CLOUDSANIA SITE OR YOUR USE OF CLOUDSANIA CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $XXX. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CLOUDSANIA FROM AND AGAINST ANY CLAIMS, ACTIONS, OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES, ALLEGING, ARISING OUT OF, OR RELATED TO (I) YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY CONTENT, (II) YOUR USE OF OR RELIANCE ON ANY CLOUDSANIA, OR (III) YOUR BREACH OF THESE TERMS, INCLUDING BUT NOT LIMITED TO ANY BREACH OF YOUR DUTY TO MAINTAIN THE CONFIDENTIALITY AND INTEGRITY OF SHARED RECORDS AND TO USE OR DISCLOSE SUCH SHARED RECORDS ONLY AS AUTHORIZED BY THEIR OWNER. WE SHALL PROVIDE NOTICE TO YOU PROMPTLY OF ANY SUCH CLAIM, SUIT, OR PROCEEDING.

General Terms

These Terms constitute the entire agreement between you and Cloudsania concerning your use of our site. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

xvi. Severability

In the Event that any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

xvii. Title Headings and Descriptions

The section titles and explanations in these Terms are for convenience only and have no legal or contractual effect.

xviii. Interpretations

The English-language versions of the Terms and incorporated agreements, such as the Privacy Statement, contain the binding terms, and any translations into other languages are for convenience only. If the English-language version conflicts with any translation, the English-language version translation shall take precedence.

Dispute Resolution

These Terms and the relationship between you and Cloudsania shall be governed by the laws of the Federal Republic of Nigeria without regard to its conflict of law provisions. You agree to first contact Cloudsania at [email protected] regarding any claim or controversy arising out of or relating to these Terms of Use or your use of the Cloudsania Site. You and Cloudsania agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Cloudsania Site under the rules of the Arbitration and Conciliation Act, Laws of the Federation of Nigeria, 2023. Any such arbitration, to the extent necessary, shall be conducted in Lagos, Nigeria.

Site Policies

Please review our other policies on the Clousania Site. These policies also govern your visit to the Clousania Site.

Changes to These Terms

Cloudsania reserves the right to make changes to Cloudsania Site, these Site Terms and policies, at any time, without your consent. If there are updates to the Cloudsania Terms, we will address the changes promptly and notify you of material changes to these Terms by sending you the amended Terms by email as well as update the revision date of this document.

Contact Information

All notices to you relating to this Agreement shall be posted on the Application or sent to you at the e-mail or contact address, if any, that you provided to us.

Customer Agreement

Last Updated: Sept 13, 2024

This Cloudsania Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Services (as defined below) and is an agreement between Cloudsania Cloud Services Limited and/or its affiliates (jointly referred to as “Cloudsania” “we” or “us” in this Document) and you or the entity you represent (“you” or “your”). This Agreement becomes effective upon your selection of an “I Accept” button or check box accompanying these terms, or upon your initial use of any of the Services, whichever occurs first (the “Effective Date”). By entering into this Agreement, you affirm that you have the legal capacity to enter into contracts (i.e., you are not a minor). If you are entering into this Agreement on behalf of an entity, such as your employer, you affirm that you have the authority to legally bind that entity. Please refer to Section 13 for definitions of key terms used throughout this Agreement.

1. Cloudsania Responsibilities

1.1. General - You are authorized to access and utilize the Services in accordance with the terms set forth in this Agreement. Take note that, Service Terms apply to certain Services.

1.2. Third-Party Content - You may choose to use Third-Party Content at your discretion. This Third-Party Content is subject to the terms of this Agreement and, where applicable, additional terms and conditions that accompany such Third-Party Content. These additional terms and conditions may involve separate fees and charges.

1.3. Privacy - We will only access or use Your Content when it is necessary for maintaining or providing the Services, or when required to comply with the law or a governmental order. We will not disclose Your Content to any government or third party except as necessary to comply with the law or a governmental order. Unless prohibited by law or a governmental order, we will notify you of any legal requirement or order described in this Section 1.3. Your Account Information will be used strictly in accordance with the Privacy Statement, and you consent to this usage. It's important to note that the Privacy Statement does not apply to Your Content.

1.4. Security - In addition to Section 8 and your responsibilities under Section 2.4, we will employ reasonable and appropriate measures to assist you in safeguarding Your Content from accidental or unlawful loss, access, or disclosure

1.5. Notice of Changes to the Services - We reserve the right to modify or terminate any of the Services at our discretion. For significant changes that affect a Service's core functionality, which is generally available to customers and which you use, we will give you at least 12 months' advance notice. However, we are not required to provide such notice if the discontinuation is necessary to:

1. Address an emergency or a risk of harm to the Services or Cloudsania.
2. Respond to claims, litigation, or the loss of license rights concerning third-party intellectual property.
3. Comply with legal requirements.

In any of these cases, we will notify you as soon as reasonably practicable under the circumstances.

2. Your Responsibilities.

2.1. Your Accounts - You agree to abide by the terms of this Agreement and all applicable laws, rules, and regulations governing your use of the Services. To access the Services, you must have a Cloudsania account linked to a valid email address and a valid payment method. Unless explicitly permitted by the Service Terms, you may create only one account per email address. Except for instances resulting from our breach of this Agreement:

1. you are accountable for all activities conducted under your account, regardless of whether they are authorized by you or carried out by you, your employees, or a third party (including your contractors, agents, or End Users), and
2. neither we nor our affiliates assume liability for unauthorized access to your account.

2.2. Your Security and Backup - You are responsible for configuring and utilizing the Services correctly, as well as taking necessary measures to secure, protect, and back up your accounts and Your Content in a manner that ensures adequate security and protection.

2.3. Login Credentials - Cloudsania Login credentials are strictly for your internal use only. You agree not to sell, transfer, or sublicense them to any other entity or person. However, you may disclose your login credentials to your agents and subcontractors who are performing work on your behalf.

2.4. Your Content - You are accountable for Your Content. You must ensure that Your Content and the use of Your Content or the Services by you and your End Users do not breach any of the Policies or any applicable law

2.5. End Users - You will be considered to have taken any action that you authorize, assist, or facilitate any person or entity to take regarding this Agreement, Your Content, or the use of the Services. You are accountable for the End Users' utilization of Your Content and the Services, and for ensuring their compliance with your commitments under this Agreement. Should you become aware of any breach of your obligations under this Agreement by an End User, you must promptly suspend such End User's access to Your Content and the Services. We do not offer support or services to End Users unless there is a separate agreement between us or between you and an End User mandating us to provide such support or services.

3. Fees and Payment.

3.1 Service Fees - We calculate and bill fees and charges on a subscription basis charged monthly/yearly. You are required to pay the applicable fees and charges for the use of the Services as outlined on the Cloudsania Site, using one of our accepted payment methods. All amounts owed under this Agreement must be paid to us without setoff, counterclaim, deduction, or withholding.

Fees and charges for any new Service or new feature of a Service will become effective when we update the fees and charges on the Cloudsania Site, unless otherwise specified in a notice. We reserve the right to increase or introduce new fees and charges for any existing Services you use, providing you with at least 30 days’ advance notice.

If we suspend your account under Section 4.1 or terminate your use of the Services per Section 5.2(b)(ii), we may decide not to bill you for fees and charges after suspension unless your account is reinstated.

3.2. Taxes - Each party is responsible for identifying and paying all taxes and governmental fees imposed on them in connection with transactions and payments under this Agreement, as required by applicable law. The fees you are obligated to pay exclude Indirect Taxes, unless otherwise mandated by law. We may collect and you agree to pay any Indirect Taxes that we are obligated or authorized to collect from you. You will provide us with necessary information to determine if we are required to collect Indirect Taxes. You are not required to pay any Indirect Tax for which you provide us with a valid exemption certificate or direct payment permit that allows us to claim an exemption from such Indirect Tax. Payments made by you under this Agreement will be made without any deduction or withholding, except as required by law. If any withholding or deduction is required on a payment, you will pay additional amounts to ensure that we receive the full amount due under this Agreement. Upon request, we will provide you with tax forms to help minimize or eliminate any withholding or deduction for taxes on payments made under this Agreement.

4. Temporary Suspension.

4.1 Generally - We may immediately suspend your or any End User’s right to access or use any portion or all of the Services upon notifying you if we reasonably determine:

1. You or an End User’s use of the Services:
   1. poses a security risk to the Services or any third party,
   2. could potentially harm our systems, the Services, or the systems or Content of any other Cloudsania customer,
   3. may expose us, our affiliates, or any third party to liability, or
   4. is suspected to be fraudulent;
2. you are, or any End User is, in material breach of this Agreement;
3. you are in breach of your payment obligations under Section 3; or
4. you have ceased operating in the ordinary course, made an assignment for the benefit of creditors, or undergone any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

4.2. Effect of Suspension - If we suspend your right to access or use any portion or all of the Services, you will be responsible for all fees and charges you incur during the period of suspension that we bill to you.

5. Term; Termination.

5.1 Term - The term of this Agreement starts on the Effective Date and continues until terminated as specified in Section 5. Any termination notice from either party must include a Termination Date that meets the notice periods outlined in Section 5.2.

5.2 Termination.

1. Termination for Convenience - You may terminate this Agreement for any reason by notifying us and closing your account for all Services that offer an account closing mechanism. We reserve the right to terminate this Agreement for any reason by giving you at least 30 days’ advance notice.
2. Termination for Cause.
   1. By Either Party - Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement, and such breach remains unresolved for a period of 30 days after receipt of notice by the other party. You must close your account no later than the Termination Date.
   2. By Us. We may also terminate this Agreement immediately upon notice to you:

1. for cause if we have the right to suspend under Section 4 and the issue giving us the right to suspend either:
   1. is not capable of being remedied; or
   2. has not been remedied within 30 days of us suspending your service under Section 4.1;
2. In the event our relationship with a third-party partner who provides software or other technology used to deliver the Services expires, terminates, or necessitates a modification in the way we offer the software or other technology as part of the Services;
3. in order to comply with the law or requests of governmental entities.

5.3. Effect of Termination.

1. Generally - Upon the Termination Date:
   1. except as provided in Sections 5.3(a)(iv) and 5.3(b), all your rights under this Agreement immediately terminate;
   2. You are accountable for all fees and charges accrued up to the Termination Date. Additionally, you are responsible for any fees and charges incurred during the post-termination period as outlined in Section 5.3(b), which we will bill to you;
   3. you will immediately return or, if instructed by us, destroy all Cloudsania Content in your possession; and
   4. Sections 2.1, 3, 5.3, 6 (except Section 6.3), 7, 8, 9, 11 and 13 will remain in effect in accordance with their terms.
2. Post-Termination - Unless we terminate your use of the Services pursuant to Section 5.2(b), during the 30 days following the Termination Date:
   1. we will refrain from taking action to remove any of Your Content from the Cloudsania systems following the termination.; and
   2. We will permit you to retrieve Your Content from the Services only upon settlement of all amounts due under this Agreement.

Take note that following the Termination Date, you are required to adhere to the terms of this Agreement for any continued use of the Services, including payment of applicable fees as outlined in Section 3.

6. Proprietary Rights.

6.1. Your Content - Except as specified in this Section 6, we do not acquire any rights under this Agreement from you (or your licensors) to Your Content. You agree to our use of Your Content for the purpose of providing the Services to you and any End Users.

6.2 Adequate Rights - You represent and warrant to us that:

1. You or your licensors own all right, title, and interest in and to Your Content and Suggestions;
2. You possess all necessary rights in Your Content and Suggestions to grant the rights as contemplated by this Agreement; and
3. None of Your Content or the End Users’ use of Your Content or the Services will violate the Acceptable Use Policy.

6.3. Intellectual Property License. Take note that the Intellectual Property License applies to your use of Cloudsania Content and the Services.

6.4. Restrictions - You and any End User may only use the Cloudsania Content or Services as expressly permitted by this Agreement. Specifically, you and any End User agree not to:

1. Reverse engineer, disassemble, or decompile the Services or Cloudsania Content, or attempt any other process to derive the source code of any software included in the Services or Cloudsania Content (except to the extent prohibited by applicable law).
2. Access or use the Services or Cloudsania Content in a manner designed to avoid incurring fees or exceeding usage limits or quotas.
3. Resell the Services or Cloudsania Content.

Your use of the Cloudsania Marks is subject to the Cloudsania Trademark Guidelines. You must not misrepresent or embellish the relationship between Cloudsania and you (including by stating or implying that Cloudsania supports, sponsors, endorses, or contributes to you or your business endeavors). You are prohibited from implying any relationship or affiliation between Cloudsania and you except as expressly permitted by this Agreement.

6.5. Suggestions - If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

7. Indemnity.

7.1 General - You agree to defend, indemnify, and hold harmless us, our affiliates, and licensors, as well as each of their respective employees, officers, directors, and representatives, from and against any Losses arising from or related to any third-party claim involving:

1. Your or any End Users’ use of the Services (including activities under your Cloud account and use by your employees and personnel);
2. Breach of this Agreement or violation of applicable law by you, End Users, or Your Content; or
3. Disputes between you and any End User.

Take note that, You will reimburse us for reasonable attorneys’ fees, as well as the time and materials of our employees and contractors spent responding to any third-party subpoena or other compulsory legal order or process associated with third-party claims described in (a) through (c) above, at our then-current hourly rates.

7.2 Intellectual Property.

1. Subject to the limitations outlined in this Section 7, Cloudsania will defend you, your employees, officers, and directors against any third-party claim asserting that the Services infringe or misappropriate that third party’s intellectual property rights. Cloudsania will also cover the amount of any adverse final judgment or settlement.
2. Subject to the limitations in this Section 7, you will defend Cloudsania, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
3. Neither party will bear obligations or liability under this Section 7.2 due to infringement caused by the combination of the Services or Your Content, as applicable, with any other product, service, software, data, content, or method. Furthermore, Cloudsania will not assume obligations or liability arising from your or any End User’s continued use of the Services after Cloudsania has instructed you to cease such use. The remedies specified in this Section 7.2 constitute the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights related to the Services or Your Content.
4. For any claim covered by Section 7.2(a), Cloudsania will, at its discretion, choose one of the following options:
   1. Acquire the rights necessary to use the portion of the Services alleged to be infringing;
   2. Substitute the alleged infringing portion of the Services with a non-infringing alternative;
   3. Modify the alleged infringing portion of the Services to ensure it is non-infringing; or
   4. Terminate the allegedly infringing portion of the Services or this Agreement altogether.

7.3 Process - The obligations under this Section 7 will be applicable only if the party seeking defence or indemnity:

1. Provides prompt written notice of the claim to the other party;
2. Allows the other party to oversee the defence and settlement of the claim;
3. Cooperates reasonably with the other party (at the other party’s expense) in the defence and settlement of the claim.

Under no circumstances will a party consent to any settlement of a claim that involves obligations beyond the payment of monetary sums without the written consent of the other party.

8. Disclaimers.

THE SERVICES AND CLOUDSANIA CONTENT ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR CLOUDSANIA CONTENT OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES OR CLOUDSANIA CONTENT OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

9. Limitations of Liability.

9.1 Liability Disclaimers. EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7, NEITHER CLOUDSANIA NOR YOU, NOR ANY OF THEIR AFFILIATES OR LICENSORS, WILL HAVE LIABILITY TO THE OTHER UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (B) THE VALUE OF YOUR CONTENT, (C) LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, OR (D) UNAVAILABILITY OF THE SERVICES OR CLOUDSANIA CONTENT

9.2 Damages - EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7, THE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF EITHER CLOUDSANIA OR YOU, AND ANY OF THEIR RESPECTIVE AFFILIATES OR LICENSORS, WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO CLOUDSANIA UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE THREE (3) MONTHS BEFORE THE LIABILITY AROSE; EXCEPT THAT NOTHING IN THIS SECTION 9 WILL LIMIT YOUR OBLIGATION TO PAY CLOUDSANIA FOR YOUR USE OF THE SERVICES PURSUANT TO SECTION 3, OR ANY OTHER PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

10. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the Cloudsania Site or by otherwise notifying you in accordance with Section 11.9. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services or Cloudsania Content after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Cloudsania Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.

11. Miscellaneous.

11.1 Entire Agreement - This Agreement incorporates the Policies by reference and constitutes the entire agreement between you and us concerning its subject matter. It supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether oral or written, regarding its subject matter. Neither party will be bound by any term, condition, or other provision that differs from or adds to the provisions of this Agreement (regardless of whether it would materially alter this Agreement). In the event of any inconsistency between the terms of this document and those in any Policy, the terms of this document will prevail, except where the Service Terms expressly override this document.

11.2 Assignment - You may not assign or transfer this Agreement or any of your rights and obligations under this Agreement without our prior written consent. Any assignment or transfer in violation of this Section 11.2 will be deemed void. We reserve the right to assign this Agreement without your consent under the following circumstances:

1. in connection with a merger, acquisition, or sale of all or substantially all of our assets, or
2. to any affiliate or as part of a corporate reorganization. Upon such assignment, the assignee will replace Cloudsania as a party to this Agreement, and Cloudsania will be fully released from all obligations and duties under this Agreement. Subject to these provisions, this Agreement will bind and benefit the parties and their respective permitted successors and assigns.

11.3 Force Majeure - Except for payment obligations, neither party nor any of their affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

11.4 Governing Law - This Agreement shall be governed by the laws of the Federal Republic of Nigeria without regard to its conflict of law and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

11.5 Disputes - Any dispute or claim relating in any way to your use of the Services, or to any products or services sold or distributed by Cloudsania will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts.

11.6 Non-Exclusive Rights and Independent Contractors - We and you are independent contractors, and this Agreement expressly states that no partnership, joint venture, agency, or employment relationship is created between us. Neither party, nor any of their respective affiliates, has the authority to act as an agent of the other or to bind the other party.

Both parties retain the following rights:

1. To independently develop or have developed products, services, concepts, systems, or techniques that are similar to or compete with those developed or contemplated by the other party; and
2. To provide support to third-party developers or systems integrators who may offer products or services that compete with the offerings of the other party.

This ensures each party's independence and ability to innovate and engage with the market freely.

11.7 Language - All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will take precedence if there is any conflict.

11.8 Confidentiality and Publicity - You may utilize Cloudsania Confidential Information solely in conjunction with your authorized use of the Services or Cloudsania Content as stipulated in this Agreement. Throughout the Term and for a period of 5 years thereafter, you agree not to disclose our Confidential Information. You will take all necessary precautions to prevent the disclosure, dissemination, or unauthorized use of Cloudsania Confidential Information, employing measures comparable to those used to safeguard your own confidential information. Additionally, you will refrain from issuing any press releases or making any other public communications regarding this Agreement or your utilization of the Services or Cloudsania Content.

11.9 Notice.

1. Notice To You - We may provide any notice to you under this Agreement by:
   1. posting a notice on the Cloudsania Site; or
   2. sending a message to the email address then associated with your account.
   Notices we provide by posting on the Cloudsania Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
2. Notice To Us - To give us notice under this Agreement, you must contact Cloudsania by personal delivery, courier or registered or certified mail to the mailing address provided in section 12 below. We may update the address for notices to us by posting a notice on the Cloudsania Site. Notices provided by personal delivery will be effective immediately. Notices provided by courier will be effective Seven business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.

11.10. No Third-Party Beneficiaries - Except as set forth in Section 7, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

11.11. No Waivers - Our failure to exercise or enforce any right or provision of these Agreement shall not constitute a waiver of such right or provision nor constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

11.12. Severability - In the event that any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement while the rest of the Agreement will remain in full force and effect.

12. Contact Information

All notices to us relating to this Agreement shall be in writing and sent to the following:

13. Definitions.

“Acceptable Use Policy” means the policy as stated in Acceptable Use Policy and as may be updated by us from time to time.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Cloudsania account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Cloudsania account.

“Cloudsania Confidential Information” means all information disclosed by us, our affiliates, business partners, or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Cloudsania Confidential Information includes:

1. non-public information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs;
2. third-party information that we are obligated to keep confidential; and
3. the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Cloudsania Confidential Information does not include any information that:
   1. is or becomes publicly available without breach of this Agreement;
   2. can be shown by documentation to have been known to you at the time of your receipt from us;
   3. is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or
   4. can be shown by documentation to have been independently developed by you without reference to the Cloudsania Confidential Information.

“Cloudsania Content” means designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and any other Content made available by us and our affiliates related to use of the Services or on the Cloudsania Site and other related technology (including any of the foregoing that are provided by our personnel). Note that Cloudsania Content does not include the Services or Third-Party Content.

“Cloudsania Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Cloudsania and its affiliates that we may make available to you in connection with this Agreement.

“Cloudsania Site” means www.cloudsania.com as may be updated by us from time to time.

“Cloudsania Trademark Guidelines” means the guidelines and trademark license at Cloudsania Trademark Guidelines, as may be updated by us from time to time.

“Content” means software data, text, audio, video, or images, information, code, etc.

“End User” means any individual or entity that directly or indirectly through another user (a) accesses or uses Your Content, or (b) otherwise accesses or uses the Services under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Cloudsania account, rather than under your account.

“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, service tax, sales and transactions taxes.

“Intellectual Property License” means the separate license terms that apply to your access to and use of Cloudsania Content and Services at Intellectual Property License as may be updated by us from time to time.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Policies” means the Acceptable Use Policy, Privacy Notice, the Site Terms, the Service Terms and the Cloudsania Trademark Guidelines.

“Privacy Statement” means the privacy statement at Privacy Statement as may be updated by us from time to time.

“Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.

“Service Terms” means the rights and restrictions for particular Services at Service Terms, as may be updated by us from time to time.

“Site Terms” means the terms of use of the Cloudsania Site at Terms of Use, as may be updated by us from time to time.

“Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.

“Suggestions” means all suggested improvements to the Services or Cloudsania Content that you provide to us.

“Term” means the term of this Agreement described in Section 5.1.

“Termination Date” means the effective date of termination provided in a notice from one party to the other in accordance with Section 5.

“Third-Party Content” means Content made available to you by any third party on the Cloudsania Site or in conjunction with the Services.

“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Cloudsania account and any computational results that you or any End User derive from the foregoing through their use of the Services. Note that Your Content does not include Account Information.

Acceptable Use Policy

Last Updated: Sept 13, 2024

This Acceptable Use Policy (“Policy”) governs your use of the services offered by Cloudsania Cloud Services Limited, and its affiliates (“Services”) and our website(s) including cloudsania.com (“Cloudsania Site”). We may modify this Policy by posting a revised version on the Cloudsania Site. By using the Services or accessing the Cloudsania Site, you agree to the latest version of this Policy.

The following uses of the Cloudsania Services are prohibited and you agree THAT YOU WILL NOT:

• Harass, threaten, stalk, abuse, upload or post objectionable content that is unlawful, harmful, tortious, defamatory, libellous, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise illegal;
• Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Cloudsania Site, user accounts, or the technology and equipment supporting the Cloudsania Site;
• Frame or link to the Cloudsania Site without permission;
• Use data mining, robots, or other data gathering devices on or through the Cloudsania Site;
• Upload/post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
• to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”).
• Post or disclose Personal Information about another person without their consent;
• Use the Cloudsania Site or Cloudsania Content for any commercial purpose or in any manner not permitted by this Policy;
• for any content or activity that promotes child sexual exploitation or abuse;
• Use the Cloudsania Site in an illegal way or to commit an illegal act in relation to the Cloudsania Services or that otherwise results in fines, penalties, and other liability to Cloudsania or others;
• Access the Cloudsania Site from a jurisdiction where it is illegal or unauthorized; or Encourage or enable any other individual to do any of the above.

Investigation and Enforcement

We may investigate any suspected violation of this Policy, and remove or disable access to any content or resource that violates this, Policy. You agree to cooperate with us to remedy any violation.

When determining whether there has been a violation of this Policy, we may consider your ability and willingness to comply with this Policy, including the policies and processes you have in place to prevent or identify and remove any prohibited content or activity.

Reporting Violations

To make report on violations click here [email protected]