Terms of Service
Overview:
We (the folks at CloudCannon) run a cloud hosting and content management platform for static websites (cloudcannon.com and *.cloudcannon.com) and would love for you to use it. Our service is designed to get your websites online as quickly and easily as possible.
Please read through our terms carefully. If you don't agree to be bound by these terms, you must not use the service. If you continue to use our service you agree to adhere to these terms.
Thank you for your interest in CloudCannon!
Terms of Service:
1. APPLICATION TERMS
1.1. These Terms apply to your use of the Service (as that term is defined below). By signing up for an account:
a. you agree to these Terms;
b. you are at least 18 years old. If you are under the age of 18, you may only access and use our Service with the consent of a parent or legal guardian. You confirm that a parent or legal guardian has reviewed and discussed these Terms with you; and
c. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.2. If you do not agree to these Terms, you are not authorized to access and use the Service, and you must immediately stop doing so.
1.3. If the processing of Content (as defined below) is governed by the GDPR or the UK GDPR (each as defined below), the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms.
2. CHANGES
2.1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
2.2. These Terms were last updated on July 7th 2023.
3. INTERPRETATION
In these Terms:
CCPA means the California Consumer Privacy Act 2018.
CloudCannon Platform means the software owned by us (and our licensors) that is used to provide the Service.
Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the CloudCannon Software. Your Confidential Information includes the Content.
Content means content, data (including text, images, audio files, links and software), and information (including Personal Information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via the Service, your User Website or User Account.
Data Protection Laws means:
- in respect of us, the New Zealand Privacy Act 2020, the EU/UK Data Protection Laws where applicable, or to the extent that we have entered into a Personal Information Agreement with you, the data protection and privacy law the subject of that agreement; and
- in respect of you, all data protection or privacy laws applicable to you, your operations, and your Content, including the New Zealand Privacy Act 2020.
EU/UK Data Protection Laws means all laws and regulations of the European Union, its member states and the United Kingdom that apply to the processing of Content including (where applicable) the GDPR and the UK GDPR.
Fees means the applicable fees set out on our pricing page on the Website at https://cloudcannon.com/pricing/ or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 8.6.
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
- an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
- a lack of funds for any reason.
GDPR means the European Union General Data Protection Regulation 2016/679.
HIPAA means the Health and Insurance Portability and Accountability Act 1996.
Including and similar words do not imply any limit.
Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Objectionable includes being objectionable, defamatory, obscene, pornographic, harassing, violent, threatening, harmful, or unlawful in any way.
A party includes that party’s permitted assigns.
A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
Payment Card Industry Data Security Standard means the standard also referred to as PCI DSS that is issued by the PCI Security Standards Council (including any addition or change to, or replacement of, that standard made by the Council or any replacement body or body with authority to make those or similar standards).
Personal Information means information about an identifiable individual (a natural person), and includes personal data, personally identifiable information and equivalent information under applicable Data Protection Laws.
Personal Information Agreement means any of the agreements listed in clause 5.10 that we have entered into with you.
Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
Privacy Policies means the CloudCannon Privacy Policy (as that policy is set out on the Website and as updated from time to time), and includes any Personal Information Agreement.
Sensitive Data means any Content that is Personal Information and that is commonly treated as “sensitive”, including banking and payment details, financial information, medical records, identity document information, and other data that is likely to cause serious harm if it was used or disclosed without the consent of the individual to whom the Content relates.
Service means the provision of the CloudCannon platform, having the core functionality described on the Website, as the Website is updated from time to time.
Start Date means the date that you set up an account.
Terms means these terms titled CloudCannon terms of use.
UK GDPR means the laws of the United Kingdom equivalent to the GDPR.
Underlying Systems means the CloudCannon Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.
User Account means a unique name and/or password allocated to you to allow you to access certain parts of the Service.
User Website means a CloudCannon user’s website, on the CloudCannon platform.
We, us or our means CloudCannon Limited, company number 3234469.
Website means the internet site at www.cloudcannon.com, *.cloudcannon.com, or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
You or your means you or, if clause 1.1c applies, both you and the other person on whose behalf you are acting.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
4. PROVISION OF THE SERVICE
4.1. We must use reasonable efforts to provide the Service:
a. in accordance with these Terms and New Zealand law;
b. exercising reasonable care, skill and diligence; and
c. using suitably skilled, experienced and qualified personnel.
4.2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
4.3. We act as an intermediary for our users to host User Websites, and do not vet or approve any Content on User Websites. Any interaction between you and your User Website users, including any agreements entered into between you and your customers, is a matter directly between you and them only. Other than our obligations set out in these Terms, we are not liable to you or any third party for any failure by you to comply with these Terms or any other legal obligation.
4.4. Subject to clause 4.5, we must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to communicate in advance details of any unavailability.
4.5. Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
5. YOUR OBLIGATIONS
5.1. You and your personnel must:
a. use the Service in accordance with these Terms solely for:
i. your own internal business purposes; and
ii. lawful purposes and in accordance with all applicable laws, including complying with:
- the New Zealand Unsolicited Electronic Messages Act 2007 and any anti-spam or similar law to which you are subject; and
- Data Protection Laws;
b. unless agreed with us in writing, not resell or make available the Service to any third party, or otherwise commercially exploit the Service; and
c. unless agreed with us in writing, not store or process any Sensitive Data using the Website or the Service.
5.2. If you are given a User Account, you must keep your User Account secure and:
a. not permit any other person to use your User Account, including not disclosing or providing it to any other person; and
b. immediately notify us if you become aware of any disclosure or unauthorized use of your User Account, by sending an email to support@cloudcannon.com.
5.3. When accessing the Service, you and your personnel are responsible for all Content processed using the Service, and you and your personnel must:
a. not impersonate another person or misrepresent authorization to act on behalf of others or us;
b. correctly identify the sender of all electronic transmissions;
c. not attempt to undermine the security or integrity of the Underlying Systems;
d. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
e. not attempt to view, access or copy any material or data other than:
i. that which you are authorized to access; and
ii. to the extent necessary for you to use the Service in accordance with these Terms; and
f. neither use the Service in a manner, nor transmit, input, store, display or publish any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
5.4. You are solely responsible for your Content. When using the Service to host a User Website (including if you post Content or enable third parties to do so), you must:
a. not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Service or any Underlying System, or otherwise attempt to damage or interfere with the Service or any Underlying System;
b. unless with our agreement, access the Service via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method;
c. ensure the Content is not spam or machine- or randomly-generated content, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
d. comply with any agreed usage limits;
e. in the case of Content that includes computer code, accurately categorize and/or described the type, nature, uses and effects of the materials;
f. notify us through our support pages if you find a User Website that may breach these Terms; and
g. immediately notify us by sending an email to support@cloudcannon.com of any unauthorized use of your User Website, your User Account or any other security breach or vulnerability.
5.5. A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.
5.6. You are responsible for procuring;
a. all licenses, authorizations and consents required for you and your personnel to use the Service, including to use, store and input Content into, and process and distribute Content through, the Service; and
b. all equipment and systems required for you to access and use the Service (including the systems from which Content is processed), and for maintaining that equipment and those systems in accordance with all applicable laws and industry best practice (including relating to security best practice and mitigating interest security risks).
5.7. You indemnify us against all liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind we suffer or incur as a direct or indirect result of your failure to comply with these Terms or the Privacy Policies, including any failure of a person who accesses and uses our Service by using your User Account.
5.8. If we agree with you in writing, we grant you the non-exclusive, non-transferable right to promote, market or resell the Service, in accordance with this clause 5.8. In addition to complying with your other obligations in these Terms, you must:
a. comply with:
i. any territorial restrictions we notify to you;
ii. all applicable laws, regulations and rules; and
iii. reasonable guidance from us.
5.9. We grant to you a non-exclusive, non-transferable license for the time period that we permit you to promote, market or resell the Service to use our branding and trademarks in order to promote, market or resell the Service in accordance with the Agreement. We may revoke this at any time.
5.10 You must not use the Website or the Service to process (including to transmit or store) any Personal Information that is regulated by:
a. the Payment Card Industry Data Security Standard;
b. HIPAA unless and until you have entered into a separate business associate agreement with us; and/or
c. CCPA unless and until you have entered into a separate CCPA data processing agreement with us.
5.11 By using the Website and the Service, you represent and warrant on an ongoing basis that:
a. you, your personnel, and any other person to whom you grant access to your User Account are not:
i. a sanctioned entity under the United States, European Union (or any member state), United Kingdom, or New Zealand law; and/or
ii. subject to any sanction by the governments of those jurisdictions (including, in the case of the United States, any sanction administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), including any sanction that supports a decision or resolution of the United Nations Security Council,
(together Sanctions). In this clause sanctioned entity includes either you or any of your personnel being located, organised, or resident in a country or territory that is, or whose government is, subject to Sanctions or similar embargos; and
b. the systems from and to which the Service processes (including transmits) Content are not located in a country or territory that is, or whose government is, subject to Sanctions or similar embargos.
6. BETA VERSION
6.1. From time to time we may make an early access or beta version of the Service available to you (Beta Services) for a pre-agreed period of time (Trial Period). When we provide you Beta Services, these Terms apply except to the extent varied in this clause 6.1.
6.2. The Beta Services are provided on an as is basis, and, despite any other provision in these Terms, all conditions, warranties, guarantees and indemnities in relation to the Beta Services are excluded by us to the fullest extent permitted by law.
6.3. No additional Fees are payable for your access and use of the Beta Services during the Trial Period.
6.4. Despite any other provision in these Terms:
a. you acknowledge that the Beta Version is still under development; and
b. we, as part of that development, may change or remove any feature or part of the Beta Services at any time and for any reason without liability of any kind.
c. in consideration of our providing the Beta Version for no fees, you agree to inform us of all problems, defects, bugs, errors, issues, and ideas for improvement, relating to the Beta Services of which you become aware.
6.5. Nothing in these Terms imposes any obligation on us, at the termination or expiry of the Trial Period, to maintain any feature or part of the Beta Service in any paid version of the Service or any other service.
7. CONTENT
7.1. You acknowledge that:
a. we may require access to the Content to exercise our rights and perform our obligations under these Terms; and
b. to the extent that this is necessary but subject to clause 10, we may authorize a member or members of our personnel to access the Content for this purpose.
7.2. You must arrange all consents and approvals that are necessary for us to access the Content as described in clause 7.1.
7.3. You acknowledge and agree that:
a. we may:
i. use Content and information about your and your end users’ use of any User Website to generate anonymized and aggregated statistical and analytical data (Analytical Data); and
ii. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
iii. supply Analytical Data to our third party service providers;
b. our rights under clause 7.3a above will survive termination or expiry of these Terms; and
c. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
7.4. You acknowledge and agree that to the extent Content contains Personal Information:
a. we will comply with:
i. Data Protection Laws that apply to us and our Privacy Policies; and
ii. any applicable Personal Information Agreement that applies to that information;
b. you must comply with any obligation on you that is set out in the Privacy Policies;
c. in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 2020, as the data processor for the purposes of the EU/UK Data Protection Laws (if applicable), and as the service provider for the purposes of the CCPA (if applicable);
d. if the EU/UK Data Protection Laws apply, the additional terms in the Data Processing Addendum attached to these Terms also form part of these Terms to the extent applicable; and
e. you must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum.
7.5. While we will take standard industry measures to back up all Content stored using the Service, you agree to keep a separate back-up copy of all Content uploaded by you onto the Service.
7.6. You may delete or request deletion of your Content at any time, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
7.7. You agree that we may store Content (including any Personal Information) in secure servers in California (AWS US West 1) and may access that Content (including any Personal Information) in California (AWS US West 1) and New Zealand from time to time.
7.8. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content is Objectionable, incorrect or misleading.
8. FEES
8.1. You must pay us the Fees.
8.2. We will provide you with valid GST tax invoices on a monthly basis prior to the due date for payment.
8.3. The Fees exclude GST (and all other value added tax, sales tax or equivalent tax payable under any applicable law), which you must pay on taxable supplies.
8.4. You must pay the Fees:
a. in accordance with the payment terms for your chosen plan set out on our pricing page on the Website; and
b. electronically in cleared funds without any set off or deduction.
8.5. We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
8.6. We may increase the Fees by giving at least 30 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on no less than 15 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.
8.7 Upon your written request, we will, at your cost, submit to your audits and inspections, and provide you all information necessary, to demonstrate that both you and we are complying with our respective obligations under Data Protection Laws that apply to us, as applicable (including our respective obligations under Article 28 of the GDPR and the UK GDPR).
9. INTELLECTUAL PROPERTY
9.1. Subject to clause 9.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
9.2. Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. Subject to the Data Processing Addendum attached to these Terms (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
9.3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
9.4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
a. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
b. we may use or disclose the feedback for any purpose.
9.5. You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
10. CONFIDENTIALITY
10.1. Each party must, unless it has the prior written consent of the other party:
a. keep confidential at all times the Confidential Information of the other party;
b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
c. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 10.1a and 10.1b.
10.2. The obligation of confidentiality in clause 10.1 does not apply to any disclosure or use of Confidential Information:
a. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
b. required by law (including under the rules of any stock exchange);
c. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
e. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.
11. WARRANTIES
11.1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
11.2. To the maximum extent permitted by law:
a. the Service is provided as is and as available without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose;
b. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount set out in clause 12.1; and
c. you acknowledge and agree that you use the Website and the Service (including the processing of Content using the Service and, if applicable, the storage of Content using the Service) at your own risk. Without limiting clause 11.2a, we make no representation concerning the quality of the Service and do not promise that the Service will:
i. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any statutory role or responsibility you may have;
ii. satisfy the laws of your country. You are responsible for ensuring that your access to and use of the Service is not illegal or prohibited, and for your own compliance with applicable laws; and/or
ii. be secure, free of viruses or other harmful code, uninterrupted or error free.
11.3. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:
a. to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and
b. it is fair and reasonable that the parties are bound by this clause 11.3.
11.4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
a. supplying the Service again; and/or
b. paying the costs of having the Service supplied again.
12. LIABILITY
12.1. To the maximum extent permitted by law:
a. you access and use the Website and the Service at your own risk; and
b. we are not liable or responsible to you or any other person for any claim, damage, loss, liability and cost under or in connection with these Terms, the Website or Service, or your access to and use of (or inability to access or use) the Website or Service. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
12.2. To the maximum extent permitted by law and only to the extent clause 12.1 does not apply, our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you relating to the Service in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability).
12.3. Neither party is liable to the other under or in connection with these Terms or the Service for any:
a. loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill; or
b. consequential, indirect, incidental or special damage or loss of any kind.
12.4. Clauses 12.1 and 12.3 do not apply to limit our liability under or in connection with these Terms for:
a. personal injury or death;
b. fraud or willful misconduct; or
c. a breach of clause 10.
12.5. Clause 12.3 does not apply to limit your liability:
a. to pay the Fees;
b. under the indemnity in clauses 5.7 or 7.8; or
c. for those matters stated in clauses 12.4a to 12.4c.
12.6. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
12.7. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.
13. TERM, TERMINATION AND SUSPENSION
13.1. Unless terminated under this clause 13, these Terms and your right to access and use the Service:
a. starts on the Start Date; and
b. continues until you cancel your subscription in your admin settings, or we give notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.
13.2. Subject to clause 8.6, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 13.1 will be the expiry of that initial term.
13.3. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
a. breaches any material provision of these Terms or a Privacy Policy and the breach is not:
i. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
ii. capable of being remedied; or
b. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
13.4. You may terminate these Terms and your right to access and use the Service in accordance with clause 8.6.
13.5. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
13.6. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
13.7. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
13.8. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 13.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
13.9. At any time prior to one month after the date of termination, you may request:
a. a copy of any Content stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Content in a common electronic form. We do not warrant that the format of the Content will be compatible with any software; and/or
b. deletion of the Content stored using the Service, in which case we must delete that content within 14 days.
To avoid doubt, we are not required to comply with clause 13.9a to the extent that you have previously requested deletion of the Content.
13.10. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Content if we consider that you or any of your personnel have:
a. failed to pay the Fees in accordance with these Terms;
b. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
c. used, or attempted to use, the Service:
i. for improper purposes; or
ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
d. transmitted, inputted or stored any Content that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
e. otherwise materially breached these Terms.
14. GENERAL
14.1. You agree that we may use your business name and trademarks in our promotional materials and on our Website, with your prior written consent.
14.2. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
14.3. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
14.4. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
14.5. Subject to clause 7.4c, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
14.6. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing support@cloudcannon.com.
14.7. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.
14.8. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 5.7, 7.8, 9, 10, 12, 13.5 to 13.9 and 14.7, continue in force.
14.9. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
14.10. Subject to clauses 2.1 and 8.6, any variation to these Terms must be in writing and signed by both parties.
14.11. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 14.11.
14.12. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.
Change log:
- July 7, 2023: Updated to reflect GDPR and UK GDPR requirements and make some minor changes to wording.
- May 5, 2021: Complete revamp of Terms.
- Apr 30, 2018: Minor changes to wording
- Aug 24, 2015: Added soft limits on sites and bandwidth
- Oct 10, 2014: Changed Cloud Cannon to CloudCannon
- June 30, 2014: Updated to Cloud Cannon Limited., added clause regarding CloudCannon usage for business purposes
- June 13, 2013: Initial terms and conditions