Terms and Conditions
CLOUD TOGGLE MASTER SUBSCRIPTION AGREEMENT
The following terms and conditions of this Master Subscription Agreement (“Terms” or “Agreement”) between you, representing the entity accessing the Service (“Client”), and CLOUD TOGGLE, Ltd. (“CLOUD TOGGLE”), constitute a legal agreement concerning CLOUD TOGGLE’s proprietary customer engagement platform (the “Software”), which is made available for Client’s use as described herein (the “Service”). Client’s use of the Service is governed by these terms and conditions, so it is important for Client to fully understand how these Terms govern the relationship with CLOUD TOGGLE and the use of the Service. If you have any questions regarding the Terms, please contact CLOUD TOGGLE.
CLIENT’S RIGHT TO USE THE SERVICE DEPENDS ON ACCEPTANCE OF THESE TERMS. BY ACCESSING THE SERVICE, YOU AGREE TO THESE TERMS ON BEHALF OF THE CLIENT. IF YOU ARE ACTING FOR YOUR EMPLOYER OR ANOTHER ENTITY, YOU CONFIRM YOU HAVE THE AUTHORITY TO DO SO.
IF CLIENT DISAGREES WITH ANY TERMS, OR YOU LACK AUTHORITY TO BIND CLIENT, YOU MUST NOT ACCESS OR USE THE SERVICE
CLOUD TOGGLE may update these Terms by posting changes on its website at least thirty days in advance. Client should review the Terms periodically. Continued use of the Services after changes are posted constitutes acceptance of the new Terms
Service and Licenses
Service and Access Credentials
Client will provide necessary cooperation and information to CLOUD TOGGLE to start using the Service. CLOUD TOGGLE will grant access to its software features under these Terms. Client will set up an administrative username and password, which can create subaccounts for employees. Client is responsible for actions taken with these credentials. CLOUD TOGGLE may refuse, suspend, or cancel login IDs that violate these Terms
License to Client
Subject to these Terms, CLOUD TOGGLE grants Client a nonexclusive, nontransferable right and license (without sublicensing) to access and use certain functionality of the Software solely for Client’s internal business purposes (including the Background Materials defined below). The Software is provided solely as hosted by CLOUD TOGGLE, and no rights to receive a copy of the Software are granted. Client’s use of the Service must comply with all conditions in the provided documentation, such as user guides and help information, including data formats, permitted user limits, and prohibited uses
Restrictions
Client shall not, directly or indirectly:
(a) Use CLOUD TOGGLE’s Confidential Information to create any service, software, or documentation that replicates the Software’s functionality. (b) Disassemble, decompile, reverse engineer, or attempt to discover the source code, algorithms, or trade secrets of the Service or Background Materials (except as expressly prohibited by applicable law). (c) Encumber, sublicense, transfer, distribute, rent, lease, time-share, or use any CLOUD TOGGLE Property for the benefit of any third party. (d) Adapt, combine, create derivative works of, or modify any CLOUD TOGGLE Property. (e) Use or transfer any product, technology, or information obtained through the Service in violation of any export control or other laws and regulations.
Feedback
Occasionally, CLOUD TOGGLE may request or Client may offer suggestions for improving the Service (“Feedback”). All Feedback belongs solely to CLOUD TOGGLE, including all intellectual property rights, and is considered Confidential Information. Client agrees to assign all rights to CLOUD TOGGLE. Client warrants having the necessary rights for Feedback compliance
Client Data
Client grants CLOUD TOGGLE a nonexclusive, royalty-free license to access, copy, process, and use all Client-provided information, data, and content (“Client Data”) associated with its authorized use of the Service. This includes all user data processed by the Service, solely for Service provision purposes or as stated herein. Client acknowledges that (a) Service functionality relies on Client Data availability and (b) CLOUD TOGGLE is not responsible for verifying Client Data accuracy or completeness. Unless specifically agreed otherwise in writing by a CLOUD TOGGLE authorized representative, CLOUD TOGGLE is not obligated to store Client Data beyond any specified period in the order.
Client Systems
It is the responsibility of the Client to supply all necessary subscriptions and credentials for CLOUD TOGGLE to access the Client Data. The Client must also ensure that their systems are compatible with the Service and adhere to all configurations and specifications outlined in the Documentation
Limitations
CLOUD TOGGLE holds no liability for Service failures or related issues stemming from (a) Client Data or Client Systems, or (b) external equipment or services beyond CLOUD TOGGLE’s facilities or control, including, but not limited to, satellite, telecommunications, and network services
Support
CLOUD TOGGLE will endeavor to offer Client technical support and provide Service updates as per its standard business procedures. Client acknowledges that CLOUD TOGGLE may impose charges for support services arising from issues or inquiries regarding Client Data or Client Systems
Pricing and Payments
Client is obligated to pay a fee, termed the (“Service Fee”), for the use of the Service at the prevailing rates specified on https://www.cloudtoggle.com or as detailed in the completed CLOUD TOGGLE order form. The Service Fee must be paid monthly through manual or recurring payments, or annually in advance, as outlined in the completed order form. Payments must be remitted in full in US dollars, or if in a different currency this must be formally agreed with an authorized CLOUD TOGGLE representative. All payments stipulated in these Terms exclude federal, state, local, and foreign taxes, duties, tariffs, and similar charges (including sales taxes, use taxes, and value-added taxes), for which Client assumes responsibility, except taxes based on CLOUD TOGGLE’s net income. Client is required to adjust all payable amounts, including Service Fees, to account for any withholding taxes levied by foreign governments on payments to CLOUD TOGGLE
Confidentiality
“Confidential Information” refers to: (a) all financial, business, or technical data disclosed by or for CLOUD TOGGLE in connection with these Terms, reasonably deemed confidential and proprietary; and (b) non-public Client Data and personally identifiable information (“PII”) contained within Client Data. Except for the specific permissions granted in these Terms, neither party (“Recipient”) may utilize, replicate, or disclose any of the other’s (“Discloser”) Confidential Information without written consent, and must take reasonable precautions to safeguard it, including ensuring confidentiality among Recipient’s employees, contractors, and agents (“Representatives”) who access Discloser’s Confidential Information. CLOUD TOGGLE agrees to handle PII in Client Data in compliance with applicable UK laws. These obligations do not extend to Confidential Information (excluding PII) already known to Recipient without restriction, rightfully provided by a third party not in violation of any obligations to Discloser, publicly available without breaching these Terms, or independently developed without reference to Discloser’s Confidential Information. Upon Discloser’s request, Recipient must promptly return all tangible Confidential Information. Each party may reveal the general nature, but not the specific terms, of these Terms without prior consent; however, either party may share a copy or disclose the terms confidentially in financing transactions or due diligence inquiries. Disclosure of these Terms or the other party’s Confidential Information may occur as necessary due to court order, legal or regulatory requirement, law enforcement request, or similar investigation; however, prior to such disclosure, Recipient must make reasonable efforts to (a) promptly inform Discloser in writing of the disclosure requirement and (b) cooperate as requested by Discloser at no expense to Recipient to prevent or minimize disclosure or obtain a protective order.
Despite any constraints on CLOUD TOGGLE’s disclosure rights, in the event of potential business transactions like mergers, acquisitions, or sales of the company or its assets, Client Data (including PII) may be among the assets disclosed to and transferred to potential transferees who agree to confidentiality obligations, if they plan to continue the Services. Client consents to CLOUD TOGGLE transferring such Client Data and PII without requiring prior consent
Proprietary Rights
Definitions
- “Background Materials” refers to all technologies, ideas, inventions, software, methods, and information employed by CLOUD TOGGLE to provide the Service and Results. This includes any enhancements or modifications made by CLOUD TOGGLE, whether at the request of the Client or as a result of Client feedback.
- “Reports” denote the presentations, including charts and graphs, in which the Results are conveyed to the Client.
- “Report Formats” indicate the appearance and structure of the Reports.
- “Results” represent the deliverables produced by CLOUD TOGGLE through the Service, based on the Client Data. It’s important to note that Results specifically exclude Background Materials.
Results and Client Data
Client retains full ownership of all rights, including intellectual property rights, in both the Results and Client Data.
Client recognizes that the Results will be delivered in a Report format exclusive to CLOUD TOGGLE. Client is permitted to reproduce Reports solely for internal use related to the Results.
Additionally, Client grants CLOUD TOGGLE a non-exclusive, royalty-free license to utilize the Results for providing the Service to Client and for CLOUD TOGGLE’s internal business activities.
General Learning; Aggregate Data
Client acknowledges that CLOUD TOGGLE may disclose aggregate Service usage and performance metrics and reuse general knowledge, experience, and technologies obtained during Service provision, including ideas and concepts related to the Results or acquired through similar services for other clients.
Client also acknowledges that: (a) CLOUD TOGGLE has the right to compile and analyze Client Data and Results (“Aggregate Data”) and create reports, studies, and other materials from Aggregate Data (“Analyses”). (b) CLOUD TOGGLE exclusively owns and may use Aggregate Data and Analyses for various purposes, including advertising and marketing, provided that identifiable Client Data or personally identifiable information (PII) is not disclosed.
Reservation of Rights
Warranties and Disclaimers
Client confirms that it either owns or possesses adequate license rights to the Client Data, enabling its use as outlined in these Terms. Client assumes full responsibility and liability for the accuracy and completeness of the Client Data and for CLOUD TOGGLE’s authorized access, possession, and use as described herein.
Furthermore, Client affirms that it maintains a privacy policy that fully discloses to its users the collection, disclosure, and processing of information by third-party providers like CLOUD TOGGLE, including the use of tracking technology to monitor user activity and gather information.
CLOUD TOGGLE guarantees that, throughout the Agreement’s term, the Service will conform to the written specifications provided by CLOUD TOGGLE to Client and will be delivered professionally. Should CLOUD TOGGLE fail to rectify any breach of this warranty within fifteen (15) days of receiving written notice from Client, Client reserves the right to either terminate the Agreement and receive a refund for fees paid for the thirty (30) days prior to the warranty claim date and any prepaid fees for unreceived Service, or continue the Service with CLOUD TOGGLE making commercially reasonable efforts to resolve the issue.
Disclaimers
THE CLOUD TOGGLE SOFTWARE AND SERVICES, ALONG WITH ANY RESULTS DERIVED THEREFROM, ARE PROVIDED WITHOUT ANY ADDITIONAL WARRANTY OF ANY KIND. SPECIFICALLY, CLOUD TOGGLE MAKES NO GUARANTEES: (I) REGARDING THE SERVICE’S MEETING OF CLIENT’S REQUIREMENTS, UNINTERRUPTED OPERATION, ERROR-FREE OR BUG-FREE FUNCTIONALITY; (II) CONCERNING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICE; OR (III) THAT ANY ERRORS IN THE SERVICE WILL BE RECTIFIED.
CLOUD TOGGLE HEREBY RENOUNCES (ON BEHALF OF ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN. THESE INCLUDE BUT ARE NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A SPECIFIC PURPOSE. ADDITIONALLY, THIS DISCLAIMER ENCOMPASSES ALL WARRANTIES ARISING FROM ANY PAST DEALINGS, PERFORMANCE, OR TRADE USAGE.
Injunctions of the Service
- Secure the right for Client to continue Service usage.
- Modify or replace the Service to make it non-infringing while preserving its core functions.
If neither of these options is feasible, CLOUD TOGGLE reserves the right to terminate these Terms by providing written notice to Client. In such a case, CLOUD TOGGLE will refund any prepaid Service fees to Client on a pro-rated basis for the remaining prepaid period.
Indemnification
Subject to the above provision and the liability limits outlined in these Terms, CLOUD TOGGLE commits to defending Client against any third-party claims alleging infringement of rights due to the Service provided by CLOUD TOGGLE, excluding claims resulting from Client’s failure to fulfill its obligations under this Agreement.
Client agrees to indemnify and protect CLOUD TOGGLE from any third-party claims and resulting losses, liabilities, costs, and expenses arising from:
(a) Actual or alleged breaches of Client’s representations and warranties herein, (b) Unauthorized use of the Service or other CLOUD TOGGLE Software, Confidential Information, or data, (c) Utilization of the Results, including any modifications or combination with other data, and (d) Actual or alleged violations by Client of third-party rights (including intellectual property, privacy, or publicity rights).
The indemnified party must: (i) Promptly notify the indemnifying party in writing of any claim, lawsuit, or proceeding for which indemnity is sought, except failure to do so will not release the indemnifying party from its obligations unless prejudiced thereby, and (ii) Allow the indemnifying party to exclusively manage the defense and settlement negotiations for any claim or proceeding, with the indemnified party offering reasonable cooperation and assistance at the indemnifying party’s expense.
The indemnifying party may not settle any claim imposing liability or obligations on the indemnified party without the latter’s prior written consent.
LIMITATION OF LIABILITY
CLOUD TOGGLE shall not be liable for any damages related to the subject matter of these Terms, regardless of the form of any claim or action (whether in contract, negligence, strict liability, or otherwise), including but not limited to:
(a) Loss or inaccuracy of data, interruption of use, or cost of obtaining substitute technology, goods, or services, including any fees levied by a cloud provider due to CLOUD TOGGLE’s software not performing as expected, (b) Indirect, punitive, incidental, reliance, special, exemplary, or consequential damages, such as loss of business, revenue, profits, or goodwill, even if advised of the possibility of such damages.
In no event shall CLOUD TOGGLE’s liability related to these Terms, regardless of the form of any claim or action, exceed the total amounts paid or owed to CLOUD TOGGLE hereunder during the preceding twelve (12) month period. These limitations are separate from all other provisions of these Terms and remain applicable regardless of the failure of any remedy provided herein.
Term and Termination
This Agreement shall start on the date Client initiates Service usage (the “Effective Date”) and shall remain effective for the duration of Client’s authorized Service use (as specified in the CLOUD TOGGLE order form completed by Client). However, confidentiality obligations shall persist for two (2) years following Service expiration or termination.
Trial Version
CLOUD TOGGLE may offer you access to a trial version of the Service, which may be provided free of charge during a trial period determined by CLOUD TOGGLE. If granted access to the trial version, these Terms shall govern your usage of the trial version. Additionally, if you later transition to the paid version, these Terms will apply to your use of the paid version as well. Please note that the trial version may lack certain features or functionalities present in the paid version. CLOUD TOGGLE reserves the right to terminate your access to the trial version at any time.
Termination
Either party may terminate these Terms earlier if the other party breaches any provision herein and fails to remedy such breach within thirty (30) days, five (5) working days for non-payment after receiving written notice from the non-breaching party. CLOUD TOGGLE retains the right to suspend or terminate Service access if Client breaches the license grant or usage restrictions pertaining to the Service
Effects of Termination
Upon the expiration or termination of these Terms, all rights, obligations, and licenses of the parties shall cease, except that: (a) All obligations incurred before the termination date (including, but not limited to, payment obligations) and all remedies for breaches of these Terms shall endure. (b) The following provisions shall survive: Feedback, Confidentiality, Proprietary Rights, Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination, and General Provisions. Unless otherwise agreed in writing and signed by an authorized representative of CLOUD TOGGLE, CLOUD TOGGLE is not obliged to retain any Client Data or Results after the expiration or termination of this Agreement.
General Provisions
Entire Agreement
Waivers, Consents and Modifications
Severability
If any provision of these Terms is found to be illegal or unenforceable, that provision will be adjusted or removed to the minimum extent necessary to ensure that these Terms remain fully enforceable and effective.
Governing Law; Venue; Waiver of Jury Trial
These Terms shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflicts of law provisions. Exclusive jurisdiction and venue for actions related to these Terms or Client’s use of the Service will be the courts of England and Wales, and both parties consent to the jurisdiction of such courts with respect to any such actions. In any action or proceeding arising out of or relating to this Agreement, the prevailing party will be entitled to receive, in addition to all other damages to which it may be entitled, its costs and expenses (including reasonable attorneys’ fees) incurred by such party in connection with such action or proceeding. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Force Majeure
Notices
All written notices or communications must be personally delivered or sent via confirmed facsimile, recognized express delivery courier, or certified or registered mail, prepaid with return receipt requested. For Client, notices should be sent to the address provided to CLOUD TOGGLE upon Service signup. For CLOUD TOGGLE, notices should be sent to Devonshire House, Manor Way, Borehamwood, Hertfordshire, WD6 1QQ, United Kingdom, or to the address listed in the contact section of CLOUD TOGGLE’s website. Notices are effective upon receipt and must be in English. However, CLOUD TOGGLE may also provide notice to the Client via email to the address last provided to CLOUD TOGGLE by the Client administrator or by posting the notice on the CLOUD TOGGLE website
Assignment
This Agreement is binding upon and benefits CLOUD TOGGLE, Client, and their respective successors and assigns. Either party may assign this Agreement to its Affiliates or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. However, Client may not assign its rights or obligations under this Agreement, either in whole or in part, without prior written consent from CLOUD TOGGLE, except as expressly permitted herein. Any attempted assignment or delegation without such consent will be void
Independent Contractors
The parties are independent contractors under these Terms, and nothing herein shall establish either party as the employer, employee, agent, or representative of the other, nor shall it create a joint venture or partnership between the parties. By using the Service, you agree to be bound by these Terms on behalf of the Client. If you are accessing the Service on behalf of your employer or another entity, you affirm that you have the authority to agree to these Terms on its behalf. If the Client disagrees with any provision of the Terms, or if you lack the authority to bind the Client, you may not access or use the Service for any purpose.