4. Furthermore, upon registration for the Services on behalf of a company or other legal entity, you represent that you have the right to oblige such entity, and that you have permission to access its data and information, and to provide us with access thereto.
5. The Services provided by the Company are intended for system security measures, by allowing you to monitor and record your authorized employees’ or other authorized person’s activities, on public infrastructure and applications in the cloud used by your entity.
6. Please note that our Services are intended to act as security for discouraging employees and other authorized persons from taking unauthorized, malicious and negligent actions, but the Services do NOT block any such actions from being taken. In addition, no “real-time” notification will be sent to you with respect to any action taken be any employee or other authorized user.
7. Please further note that we do not provide servers and/or virtual machines and/or access thereto. Any access to virtual machines shall be obtained by you, at your sole expense, directly from external service providers (such as Amazon, Microsoft, etc.).
8. Once you order our Services, we will send you a link containing an OcuCloud image, which will activate our Services directly on your virtual machine.
9. Your system administrator (or any other person designated by your company), will be able to define employees and/or other authorized persons that shall be monitored, and the types of infrastructures and applications in the cloud that shall be monitored.
10. The Services may be used only in connection with the monitoring of activities of employees and other authorized persons on, public infrastructure and applications in the cloud to which your entity has authorized access, and not on, any cloud infrastructure or applications belonging to third parties, which you have no permission to access
11. It is specifically clarified that our Services monitor third parties’ activities (including employees). Such monitoring may be subject to privacy legislations or limitations in certain jurisdictions. You are therefore required to provide notice to any employee and/or representative whose activities are being monitored, and to obtain his/her approval in advance, to such monitoring.
12. Please note that we reserve the right to obtain such rights directly from your employees and/or representatives, every time they access your public infrastructure and application in the cloud.
13. Use of the Services requires registration. The registration process will require providing certain information (such as entity name, employees’ names, and additional data about your company’s activities).
14. In order for the Services and the underlying software to work properly, you must provide complete and accurate data.
15. In no event are you entitled to impersonate anyone else, and/or otherwise misrepresent your identity.
16. Upon registration, you will be required to choose a user name and a password. You are responsible for maintaining the confidentiality of your user name and password, and for all uses of your account. Please note that you will be responsible for any activity done via your account, and you shall be charged for any such activity.
17. Subject to the terms and conditions of this Agreement, Company grants you a limited, nonexclusive, non-transferable license to use the Software (in object code only) and the Services in a single organization, as described herein.
18. Company reserves the right to make corrections, enhancements, updates or other modifications to the Services (and to the underlying software), at any time.
19. The Services shall be provided solely to you. You hereby agree not to reproduce, distribute, create derivative works of, copy, modify, translate, reverse engineer, disassemble, de-compile or otherwise attempt, or permit others to attempt, to discover the source code of the software, in whole or in part.
20. All rights not expressly granted in this Agreement are reserved to Company.
Use of the Services
21. You are responsible for your employees’, contractors’ and agents’ compliance with the terms and conditions of this Agreement.
22. YOU ARE SOLELY RESPONSIBLE FOR USING THE SERVICES IN A MANNER THAT COMPLIES WITH LAWS, RULES, DIRECTIVES, REGULATIONS AND OTHER REQUIREMENTS OF GOVERNMENT AND REGULATORY AUTHORITIES, INCLUDING, WITHOUT LIMITATION, EMPLOYMENT AND PRIVACY RELATED LAWS. YOU SHALL NOT USE THE SERVICES IN ANY MANNER THAT VIOLATES LAWS.
23. You may not use the Services in any way that may subject Company to unfavorable regulatory action, violate any law, infringe upon the rights of third parties, or subject Company to liability for any reason.
User Data / Content
24. The activities that we monitor and record are activities that you do on public cloud infrastructure and applications, to which you provide us access.
25. Please note that we will not download and/or save on our servers any of your content. Furthermore, we will not keep any backup copies thereof.
26. Please note that we have no control over, nor do we have access to, the data logs or recorded content.
27. Notwithstanding the above, Company will receive a notification regarding all persons whose activities are being monitored by the Service. Such data will be used by Company solely for the purpose of charging you, as further set forth below.
29. You hereby grant us an irrevocable, royalty-free, perpetual, worldwide, assignable, sub-licensable license to use any data that is collected by the Services, such as your profile data and crash reports, for the purpose of improving the performance and quality of the Services, offering new features to the Services and for our commercial and internal needs, including sharing such statistical and anonymous data with our affiliates or any other third party subject to applicable law. Such license shall allow us, inter alia, to modify such data, translate it, make derivative works thereof, publish it (on the Services or elsewhere) and display it in any form or media.
Company’s Intellectual Property Rights
30. The Website, the underlying software, and the logos, icons and marks identifying the Services and/or the Company are trademarks of Company, and may not be used without the prior written permission of Company. All software related to the Services (including, without limitation, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software), is the property of Company, and protected by international copyright laws. The compilation of all content on the Services is the exclusive property of Company and protected by international copyright laws.
31. All rights not expressly granted in this Agreement are reserved to Company.
32. The Services are offered in consideration for monthly fees.
33. The prices for the Services are set forth on the Company’s Website, and may change from time to time. We will provide you a notice regarding each change of our pricing.
34. The fees for the Services will be charged based on the number of persons in your organization, whose activities will be monitored. Upon your request to monitor any person’s activities, Company will receive a notification, and the fee for the applicable month will be calculated accordingly.
35. The Services are billed in advance on a monthly basis, and the fees therefore are non-refundable. There will be no refunds or credits for partial months, for account upgrades or downgrades, or for months unused.
36. In the event that you decide to add additional employees or authorized persons to our monitoring services after the beginning of a month, the fees with respect to such additional person shall be charged immediately, with respect to that month (pro-rata to the number of days left on such month).
37. Please note the prices are per-person on infrastructures and/or applications in the cloud which is being monitored, irrespective of the amount of activities done by such person.
38. Company reserves the right to change its pricing policies over time, following a 30-day notice to you. Your continued use of the Services after such modifications will be deemed to be your conclusive acceptance of such changes. If you are dissatisfied as a result of such changes, your only recourse is to terminate your access to the Services.
39. All fees set forth on the Website are exclusive of all taxes or duties imposed by governing authorities. You are solely responsible for payment of all such taxes or duties.
40. OcuCloud may offer, though it is not required to do so, a free fourteen (14) days trial, for the intention of enabling you to evaluate the Services. Such free Trial may not provide the full functionality of the Services as available with the various paid Services.
41. All terms of usage and privacy that apply to the paid Services shall apply to the free trial. Without derogating from, and in addition to, the terms specified in this Agreement, the following shall apply to the free trial period:
42. You acknowledge and agree that OcuCloud shall have the full right and authority to extend the trial period, or cease providing the free trial either to all users in general, or specifically to you, at any time, and for any reason, or for no reason. OcuCloud shall further be entitled to make any modifications to, or remove any features and functionalities of the Service, including, without limitation, limiting the scope of the Services, the amount of usage thereof, or any other functionality or features available through the Services.
43. During the trial period, any technical support or account management shall be provided (if at all) in OcuCloud’s sole discretion.
Term and Termination
44. This Agreement allows you to use the Services for the term you selected when you purchased access to the Services, and for any additional term for which you pay Service fees.
45. Company reserves the right to terminate your access to the Services, without notice and in its sole discretion, in the event that:
a. Company is of the opinion that your use of the Services does not comply with the terms of this Agreement;
b. You fail to pay the Service fees on a timely basis;
c. Company is of the opinion that your use of the Services could expose the Company to legal risks.
46. In any of the abovementioned events, Company may immediately terminate your access to the Services.
47. In addition, we reserve the right to suspended or withdraw the Services, from you personally or from all users, temporarily or permanently, for any or no reason, at any time and without notice.
48. Upon termination of the Services, you will receive immediate email notification regarding such termination. Commencing upon the termination, your employees’ and representatives’ activities will no longer be monitored by Company’s Services, nor will any new data with respect to such activities, be stored.
49. Notwithstanding the above, all copies of the previous monitoring results, which are stored, will remain in your possession. Please note that such stored files shall be subject to your continued relations with third-parties providing you with storage access (i.e. Amazon, Microsoft, etc.).
Warranties and Liability
50. Company will bear no responsibility whatsoever for accessing servers, virtual machines, storage data bases, cloud infrastructure, applications, and/or any data or content, to which it had been provided access to, by you. Without derogating from the above, you are strictly prohibited from providing Company with access to any cloud infrastructure or application database, storage and/or server and/or virtual machine which does not belong to you (or to the entity you represent) or which you do not have access rights to, and/or to any content whose owner and/or author has not approved being monitored.
52. Access to the Services may be suspended or withdrawn, to or from you personally or all users temporarily or permanently, at any time and without notice. We may also impose restrictions on the length, location, and manner of usage of any part of the Services for any reason. If we impose restrictions on you personally, you must not attempt to use the Services under any other name or user or on any other mobile device.
53. We do not warrant that the Services will be compatible with all hardware and software which you may use. We shall not be liable for damage to, or other code that may affect, any equipment (including but not limited to your mobile device), software, data or other property as a result of your download, installation, access to or use of the Services or your obtaining any material from, or as a result of using, the Services.
54. We shall not be liable for the actions of third parties. Without derogating from the above:
a. We shall not be responsible for any damages committed by your employees or other authorized persons, whether such actions have been recorded by us, or not.
b. We shall not be responsible for any damage caused to your servers, virtual machines, storage, data bases, cloud infrastructure and applications, by external hackers, whether the penetration of your systems and the damage were done through our Services, or not.
55. While we endeavor to ensure that all the Services work correctly, and are error-free, it is the nature of any software to include certain errors. We provide no warranty or representation, express or implied, that the Services are complete, accurate, up-to-date, error-free, fit for a particular purpose and, to the extent permitted by law, we do not accept any liability for any errors or omissions.
56. We do not provide any backup to any data and/or content stored relating to our monitoring services. All such data is stored at your sole responsibility. Please ensure that you backup all such data, and that you continue your relations with the, providers that keep this data on a continuous basis.
57. In the event that any advertisements appear on our Website, please note that the advertised services or products are offered by third parties unrelated to Company. We do not make any representation or recommendation regarding the quality, or accuracy of any products or services featured in, or linked to, any such advertisement.
58. We may change or update the Services and anything described in it without notice to you. If the need arises, we may suspend access to the Services, or close it indefinitely.
Limitation of Liability
59. To the maximum extent permitted by law, the Services are available to you “As Is”. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. WE DO NOT WARRANT THAT (i) THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SERVICES WILL BE CORRECTED.
61. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, COMPANY’S AND ITS REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES SHALL BE LIMITED TO THE LOWER OF: (i) THE SERVICE FEES ACTUALLY PAID BY YOU IN THE SIX MONTHS PRECEDING THE CAUSE FOR ANY CLAIM; OR (ii) US$1,000.00.
Promotional Messaging and Email Correspondence
63. You consent to Company providing you in electronic form any information or notices that Company may be required by law to send to you or that may pertain to the Services provided pursuant to this Agreement. Company may provide information to you via e-mail at the e-mail address you designated upon registration.
64. The Company may send you, at any time, directly to the email box you shall provide upon registration:
a. periodical newsletters or ads;
b. notifications relating to the Services and/or the monitored activities and/or the monitored employees;
c. notification regarding certain offers, ads, or additional services provided by the Company, which may fit your profile / location;
d. notifications regarding any updates and/or events happening in your account on the Services; and
65. You hereby agree to receive such emails.
66. Notwithstanding the above, you may address us and request to stop receiving such emails, though that may cause the quality of the services provided to You to be decreased, or even to the cessation of the services entirely.
67. If your e-mail address changes, you must notify Company of such change immediately. If you fail to do so, you understand that any communications sent via e-mail shall nevertheless be deemed to have been provided or made available to you in electronic form.
68. You agree not to access without authority, interfere with, damage or disrupt:
a. any part of the Services;
b. any of our equipment or network on which the Services is stored;
c. any software used in the provision of the Services;
d. any network or software owned or used by any third party that may be linked or otherwise connected to the Services; and
e. any data or profile of other users.
69. In the event that you encounter any illegal use or inappropriate content (including photos) on the Services, or in the event that you feel that your rights and/or privacy have been violated by any user, please contact us immediately at firstname.lastname@example.org.