DoubleCloud Customer Agreement
- 1. SCOPE OF THE AGREEMENT
- 2. MODIFICATIONS
- 3. TRIAL PERIOD
- 4. SERVICES ACCESS AND MANAGEMENT
- 5. TEMPORARY SUSPENSION
- 6. SERVICE RATES
- 7. PAYMENT PROCEDURE
- 8. RIGHTS AND OBLIGATIONS
- 9. DATA PRIVACY AND SECURITY
- 10. INDEMNIFICATION
- 11. WARRANTIES AND REPRESENTATIONS
- 12. LIMITATION OF LIABILITY
- 13. TERM AND TERMINATION
- 14. GOVERNING LAW AND DISPUTE RESOLUTION
- 15. CONFIDENTIALITY
- 16. NOTICES
- 17. MISCELLANEOUS
- 18. TERMS AND DEFINITIONS
This DoubleCloud Customer Agreement (the "Agreement") is entered into between the DoubleCloud Contracting Party specified in Section 18 below (also referred to as "DoubleCloud", "we", "us" or "our") and you (hereinafter "Customer", "you" or "your"). It contains the terms and conditions under which we grant access to, and you are entitled to use, the DoubleCloud Platform Services (the "Services" as further specified below).
This Agreement shall become effective as of the date you accept the terms hereof by completing your registration on the Management Console.
The Services are to be used solely for business purposes, i.e. to professional Customers and intended to their professional or business activity, and not for their personal or family use. If you do not agree to all of the terms of this Agreement, you may not access or use the Services.
You warrant and represent to us that you are lawfully able to enter into contracts as follows:
(i) you have full legal authority to enter into this Agreement (e.g., you are not a minor) and, if you are acting on behalf of Customer, that you have legal authority to make this Agreement binding on Customer; and
(ii) you confirm that you will use the Services for your professional and/or business activity and you confirm that you are not a consumer under applicable law; and
(iii) you have read, understood and agree with the terms of this Agreement and the Linked Documents; and
(iv) you comply with the sanction restrictions specified in Section 11.2.1 below.
Capitalized terms used herein have the meanings given in Section 18 below.
This Agreement consists of (jointly, the "Linked Documents"):
DoubleCloud Acceptable Use Policy ("AUP") is set forth here: https://double.cloud/legal/aup/
DoubleCloud Service Terms ("Service Terms") are set forth here: https://double.cloud/legal/service_terms/
Service Level Agreement ("SLA") is set forth here: https://double.cloud/legal/sla/
Technical Support Regulation ("TSR") is set forth here: https://double.cloud/legal/cloud_tsr/
If applicable, you agree that the Data Processing Addendum will apply to you, as set forth here: https://double.cloud/legal/dpa_llc/
IN CONSIDERATION OF the undertakings and mutual covenants contained herein, the Parties hereto now agree as follows:
1. SCOPE OF THE AGREEMENT
1.1. DoubleCloud will grant Customer access to and the right to use the Services, and Customer shall use and pay for the Services in accordance with this Agreement.
1.2. To access and use the Services, Customer shall comply with the Linked Documents, which are integral parts hereof.
1.3. Except as expressly set forth herein, this Agreement does not grant either Party any rights, implied or otherwise, to the other's Content or to any of the other's intellectual property rights.
2.1. DoubleCloud may unilaterally modify the terms of this Agreement, including pricing and any attached or Linked Documents, from time to time, in the manner stipulated herein.
2.2. DoubleCloud will notify Customer at least 30 days prior to any modifications to this Agreement, including pricing and any attached or Linked Documents, becoming effective, except where the changes apply to new technical functionalities of the Services or new Services which DoubleCloud is generally always entitled to introduce and which shall become effective immediately upon posting on the Site, without prior notification.
2.3. DoubleCloud will notify Customer of any modifications to this Agreement via the Management Console or by sending an e-mail to the e-mail address registered by Customer.
2.4. If Customer does not agree with any modifications to this Agreement and/or Linked Documents, Customer may terminate this Agreement by sending a written notice of termination via email to DoubleCloud's e-mail address indicated on the Site or Management Console within 30 days from the effective date of DoubleCloud's notice. After the expiry of 30 days without such termination notice, such absence of termination notice will be deemed acceptance of the modified terms by Customer.
3. TRIAL PERIOD
3.1. DoubleCloud may, on a case-by-case basis, decide to provide Customer with a Trial Period to test the Services free of charge. Such Trial Period will be limited by the duration and extent of the usage rights granted by DoubleCloud. DoubleCloud may also post information about the duration and extent of the usage rights granted during the Trial Period on the Site or will notify Customer via the Management Console or e-mail.
3.2. DoubleCloud may keep records of Customer's use of Services to determine when the Trial Period ends (when the granted usage rights expire).
3.3. If Customer continues to access and use the Services after expiry of the Trial Period, this will be deemed Customer's acceptance of the paid version of the Services in accordance with the terms hereof. Customer may switch to the paid version of the Services before the Trial Period ends by adjusting the respective settings in the Management Console. In this case, any Credit that is unused during the Trial Period shall be retained and the fees for Services in the paid version shall be reduced for Customer accordingly. In any case, a Credit provided during the Trial Period is limited to the duration of the Trial Period set for Customer and is forfeited thereafter.
3.4. Before access to the paid version of the Services is granted, DoubleCloud may ask Customer to furnish additional documents and information confirming the accuracy of Customer's details provided during the initial sign-up procedure. In case of failure to submit any additionally requested documents and information, DoubleCloud may suspend Customer's access to any or all of the Services.
3.5. DoubleCloud may at any time limit, technically and functionally, usage of the Services granted within the Trial Period. For the avoidance of doubt, the Service Levels specified in the SLA will not apply to the Trial Period.
4. SERVICES ACCESS AND MANAGEMENT
4.1. To access the Platform and Services, Customer shall open a unique account on the Platform associated with a valid e-mail address.
4.2. Upon registration, Customer shall provide accurate and complete information requested in the registration form and shall keep such information updated. Should Customer provide inaccurate information or should DoubleCloud have reason to believe that any information provided by Customer is incomplete or inaccurate, DoubleCloud may, as it sees fit, block or delete Customer's account or deny Customer access to the Platform and will inform Customer about any such action and the reasons for it via the Management Console or by sending an e-mail to the e-mail address registered by Customer.
4.3. Customer shall promptly notify DoubleCloud of any instances of unauthorized User access to DoubleCloud services and/or any actual or presumed breach of confidentiality of the chosen means of access to the Management Console.
4.4. Customer may order, set up, and manage the Services via the Management Console, including via the command-line interface, or the API's of the Services.
4.5. Further technical and organizational terms of how Customer may access and use the Services shall be determined in Documentation posted on the Site and/or in the Management Console.
4.6. Customer shall be responsible for security of the chosen means of access to the Management Console and for the confidentiality of such means. If Customer authorizes any third parties to manage Services on its behalf, such third parties or Customer representatives shall comply with the terms of this Agreement and any attached or Linked Documents referred to herein. Customer is responsible for all activities that occur on its account, regardless of whether the activities are authorized by Customer or undertaken by Customer, its employees or a third party (e.g., as contractors, agents or Users). All acts or omissions of such third parties will be attributed to Customer as if they were its own.
4.7. If Customer and third parties interact to manage the Services, DoubleCloud acts solely as an intermediary that made such interaction technically possible. DoubleCloud performs the interaction-related transfer, storage, and provision of access to information which Customer provides to third parties without changing the information. DoubleCloud does not control or monitor Content posted on Platform resources by Customer or any third parties under Customer's control, and is not liable for the accuracy, quality, and permissibility of Content.
4.8. Customer may create and manage its own services and software and may allow other persons to do so by granting them access to such Platform features. In doing so, Customer shall make such persons aware of this Agreement and Linked Documents. Customer shall manage the access of said persons. Customer shall be liable to DoubleCloud for said persons' actions, including breaches of this Agreement and the Linked Documents.
Customer shall enable third party use of Customer's services and software referred to in this Section and shall monitor such use without DoubleCloud's involvement.
5. TEMPORARY SUSPENSION
5.1. DoubleCloud may suspend or limit Customer's or any User's right to access or use any portion or all of the Services immediately upon giving notice to Customer in the following cases:
(a) Customer's or User's use of the Services (i) poses a security risk to the Service or any third party, (ii) could adversely impact the DoubleCloud Platform, the Services or the systems or Content of any other DoubleCloud customer, (iii) could expose DoubleCloud, our affiliates or any third party to liability, or (iv) could be fraudulent; or
(b) Customer or any User is in breach of this Agreement and any attached or Linked Documents referred to herein; or
(c) Customer is in breach of its payment obligations; or
(d) Customer has ceased to operate in the ordinary course of business, has made an assignment for the benefit of creditors or similar disposition of its assets, or has become the subject of bankruptcy, reorganization, liquidation, dissolution or similar proceedings, or any such proceedings have been rejected by the competent authority due to lack of assets;
(e) DoubleCloud becomes obligated to do so by virtue of law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process;
(f) breach of warranties and representations by Customer;
(g) expiration of the Trial Period;
(h) cases stipulated in the Agreement.
5.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Services:
(a) you remain responsible for all fees and charges you incur during the period of suspension; and
(b) you will not be entitled to Compensation under the Service Level Agreements for any period of suspension.
6. SERVICE RATES
6.1. The links to applicable Service Rates for a specific Service are available on the Site at: https://double.cloud/pricing
A Service Rate unit not fully used up by Customer will remain charged as a complete unit unless the Specific Terms stipulate otherwise. Service Rates specified on the Site are net of all applicable taxes unless expressly stated otherwise. Each Party shall be individually responsible for paying taxes levied on it under applicable laws.
6.2. By entering into this Agreement, Customer represents that it has read and agreed to the effective Service Rates posted on the Site. DoubleCloud may from time to time change the Service Rates by updating the relevant information on the Site at the URLs of pricing for specific Services, subject to prior notice being provided to Customer according to Section 2.2. Updated Service Rates shall become effective from the date specified when posted, but in any case not earlier than commencement of the next Accrual Period following the period in which the rates were changed.
6.3. DoubleCloud may provide Customer with discounts or price offerings based on the quantity of Services ordered by Customer, the duration of usage and other metrics of Services usage. Discounts, bonuses and special price offerings for Customers are set in permanent and temporary (limited validity) offers or promotions detailed on the Site or in the Management Console.
7. PAYMENT PROCEDURE
7.1. Customer shall pay the Service Fees based on Customer's usage of Services and in accordance with Service Rates unless any other payment terms are established under Service Terms.
7.2. DoubleCloud uses a processing service provided by payment service providers to process its payments. By entering into this Agreement, Customer agrees to the use of such payment service provider's service and to the transfer of its credit card details to the payment service provider. Customer acknowledges and agrees to be bound by any third-party terms applicable to the processing service.
7.3. Customer shall pay DoubleCloud the applicable fees and charges for use of the Services as described on the Site using one of the payment methods that DoubleCloud supports. All Service Fees are automatically debited monthly in arrears from the Customer by the processing service. Where a separate invoice is sent, Customer is responsible for paying any fees properly due in accordance with the invoices sent by DoubleCloud.
7.4. DoubleCloud will no later than 7 days after the end of each Accrual Period provide Customer with an invoice based on the quantity of Services ordered and used by Customer in the Accrual Period. Statistics of usage of Services in the Accrual Period is available in the Management Console. Customer is hereby notified, understands, and agrees that DoubleCloud may collect Statistics.
7.5. Unless Customer raises any written objections to an invoice within 13 days following the Accrual Period, Customer waives any and all claims relating to the Statistics and Service Fees during the Accrual Period (except claims under the SLA).
7.6. Customer shall pay Arrears as invoiced by DoubleCloud within 15 days following the respective Accrual Period at the latest.
7.7. Customer shall pay all applicable Service Fees and charges for usage of Services using one of the payment methods that DoubleCloud supports. All bank charges and commissions connected with payment for Services shall be paid by Customer. Customer's obligation to pay all Service Fees is noncancelable. Amounts payable by Customer hereunder may not be withheld or set off with counterclaims.
7.8. Customer may contact us via email firstname.lastname@example.org and Management Console if any questions arise in respect of a cancellation and/or refund.
7.9. Late payments are subject to an interest rate of 1.5% per month (or the highest rate permitted by law, if less) starting on the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by DoubleCloud in collecting such outstanding amounts. DoubleCloud may suspend Customer's right to access the Services for any late payment and may cancel any special price offerings (including, but not limited to, Credits, discounts, bonuses and so forth) provided to the Customer by giving prior written notice which will come into force on the day following the date the notice was sent.
7.10. If the applicable law requires Customer to make any deductions from the Service Fees amount, then the total amount of the Service Fees shall be automatically increased by the amount of such deductions, so the Service Fees amount actually received by DoubleCloud after the relevant deductions is equal to the amount calculated pursuant to this Agreement, appendices, and/or invoices. The stamp duty (if any) arising from this Agreement shall be paid by the Customer in full amount.
8. RIGHTS AND OBLIGATIONS
8.1. DoubleCloud shall:
8.1.1. provide Customer with Technical Support Services ("TSS") under the terms of the Technical Support Regulation;
8.1.2. not disclose Customer's data without authorization to any third parties for such third parties' own purposes, unless the obligation to provide such data is stipulated by applicable law or governmental regulation or approved by Customer under this Agreement or in writing;
8.1.3. notify Customer by e-mail of all data incidents which put Customer's user data at risk, except as otherwise stipulated by applicable law;
8.1.4. not use Customer's data and Customer's Content uploaded to the Platform for purposes contrary to the purposes of this Agreement and/or in violation of applicable law.
8.2. DoubleCloud may:
8.2.1. set and change the Limits for usage of the Services; set Quotas; and change the Quotas at Customer's request. Limits, Quotas, and other limitations on use of the Services may vary for different categories of Customers;
8.2.2. from time to time scan the publicly available Platform resources using special DoubleCloud software to verify compliance with security requirements;
8.2.3. take preventive measures for Platform maintenance that result in temporary interruptions in operation of the Services to the extent permitted by the terms hereof and the documents referred to herein, subject to prior notification of Customer;
8.2.4. request Customer to provide additional information and/or documents confirming the reliability of the details provided when Customer signed up to use the Platform. DoubleCloud may suspend Customer's access to the Services if Customer fails to provide the requested information within 7 days of the request date;
8.2.5. engage third parties to provide the Services while remaining responsible for their actions, subject to further conditions set forth in the Data Processing Addendum;
8.2.6. limit or block access to Customer's Content which Customer uploaded to the Platform or suspend Customer's access to a certain Service in the following cases:
(a) where DoubleCloud is obligated to do so by virtue of law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process;
(b) where DoubleCloud receives from a third party any allegation, complaint, claim, inquiry, demand or any other request stating that Customer's Content infringed a third party's rights or applicable law;
(c) where Customer's Content jeopardizes normal operation of the Platform and the Services.
8.2.7. conduct promotions to familiarize Customer with Platform features and Services;
8.2.8. give access to Customer's Content to governmental bodies, courts and arbitrations, prosecutor structures by their request. In this case Double Cloud shall notify Customer about such request as soon as possible.
8.3. Customer may:
8.3.1. receive TSS in the scope and manner stipulated by this Agreement and the Technical Support Regulation;
8.3.2. contact DoubleCloud on all matters related to availability of the Services.
8.4. Customer shall:
8.4.1. pay for the Services on time;
8.4.2. comply with all laws, rules and regulations applicable to use of the Services;
8.4.3. immediately inform DoubleCloud in case of any technical problems;
8.4.4. safeguard the Customer's login details to access the Services and prevent them from being compromised;
8.4.5. obtain and maintain any required consents, permits, filings, registrations, etc., necessary to permit the processing of Customer's Content under this Agreement;
8.4.6. inform DoubleCloud of changes in the Customer's details no later than 7 days from the date of such changes;
8.4.7. not use any third-party intellectual property in violation of the copyright, patent, trademark and license restrictions;
8.4.8. not transfer its rights and obligations hereunder to third parties without written consent from DoubleCloud;
8.4.9. not use the Services to create web services, software or otherwise, if such usage violates applicable law and/or third-party rights;
8.4.10. not decompile, reverse engineer, or disassemble the Services or the Platform, or circumvent the technical constraints of the Services and software products of DoubleCloud, unless permitted under mandatory applicable law (e.g. interoperability) and even in that case, only if DoubleCloud would not offer Customer such service;
8.4.11. not disable, distort, or try otherwise to circumvent any billing or accounting mechanism for Services used by Customer.
8.5. Customer agrees that when the Platform is used to create and manage the Customer services and software specified in Section 4.8. above, such services and software, along with all its content, may be placed on the DoubleCloud Platform with or without identification of the author and/or the right-holder, without obligation to report how such services and software are used, without the need to obtain special permission from Customer, without remuneration, without restriction as to the territory from which Customer and third parties can access said services and software or the locations of DoubleCloud resources where copies of such services and software can be found, during the time from when Customer placed such services and software on the DoubleCloud Platform until such services and software are deleted therefrom, and that they may be placed together with the intellectual property of any persons, regardless of their value, in any sequence.
At the same time, Customer acknowledges and agrees that DoubleCloud has no obligation to review and check, or moderate, such services and software. If Customer is not entitled to grant said rights to use any service, software, their components or their content to DoubleCloud, Customer shall refrain from placing such service or software.
9. DATA PRIVACY AND SECURITY
Customer shall inform its employees and agents of such processing of their personal data by DoubleCloud and shall provide them with all information necessary in order to ensure that DoubleCloud complies with its notice obligations under applicable data protection and privacy laws.
9.2. Except for the data processed as described in Section 9.1, DoubleCloud acts as data processor on behalf of Customer. If, when using the Services, Customer places the personal data of third parties in its Content, including personal data of the Customer's employees, Customer shall be responsible for ensuring that such personal data has been collected, processed and transferred to DoubleCloud in compliance with applicable data protection and privacy laws. Such compliance may require providing a notice to the affected data subjects or obtaining their consent prior to disclosure their personal data on DoubleCloud Services.
9.3. To the extent that DoubleCloud acts as a data processor, you agree that the Data Processing Addendum will apply to you, as set forth here: https://double.cloud/legal/dpa_llc.
9.4. Customer may specify the regions in which Customer's Content will be stored. Customer consents to the storage of its Content in, and transfer of its Content to, the regions it selects.
DoubleCloud will not access or use Customer's Content except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose your Content to any government or third party or (b) move your Content from the regions selected by you; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless this would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 9.
10.1. Customer will defend and indemnify DoubleCloud, its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, and directors against any and all losses arising out of or relating to any third party claims concerning: (a) any Customer Content; (b) Customer usage of the Services (including any activities under the Customer account and use by Customer employees and personnel); (c) breach of this Agreement and any Linked Documents or violation of applicable law by Customer (including by any person/entity under Customer's account and/or Customer's employees and personnel). Customer will reimburse DoubleCloud for reasonable attorneys' fees and legal expenses.
10.2. DoubleCloud will defend and indemnify Customer against any third-party claim alleging that the Services infringe or misappropriate a third party's intellectual property rights. DoubleCloud's indemnity is limited to the amount of any adverse final judgment or settlement.
The obligation applies only if Customer: (i) gives DoubleCloud prompt written notice of the claim; (ii) permits DoubleCloud to manage the defense and settlement of the claim; and (iii) reasonably cooperates with DoubleCloud in the defense and settlement of the claim. In the event that Customer agrees to any settlement of any such claim without DoubleCloud's prior written consent, DoubleCloud shall no longer be obligated to defend and/or indemnify Customer according to Section 10.2 and any indemnification amount already paid shall be refunded by the Customer without undue delay.
The obligation under this Section will not apply to the extent the underlying allegation arises from: (i) Customer's breach of this Agreement or applicable law; (ii) modifications to DoubleCloud technology or Services by anyone other than DoubleCloud; or (iii) the Customer Content.
11. WARRANTIES AND REPRESENTATIONS
11.1. DoubleCloud warrants and represents that:
(a) It has every right, power and authority to enter into this Agreement and to provide the Services and perform all its obligations herein;
(b) The Service Level and Availability of Services will be consistent with the SLA agreed with Customer. All possible compensations for incomplete performance of the SLA are solely determined by the compensation rules set forth in the SLA and other statutory claims (e.g. damages or step-in rights) are excluded.
11.1.1. Except as expressly provided for in this Agreement, to the maximum extent permitted by applicable law, DoubleCloud make no other express or implied representations and/or warranties, and excludes all warranties, including any implied or express warranties, relating to the Services and/or their suitability for Customer's specific purposes.
11.1.2. DoubleCloud does not warrant that the third-party Content will be uninterrupted, error free or free of harmful components, and that any Content will be secure or not otherwise lost or altered. DoubleCloud will not be liable for any disruption or loss you may suffer as a result and will not be liable for archiving and backing up the Customer's Content. In the event of an outage, Customer may not be able to retrieve its Content or stored data. It is recommended that Customer regularly back up its Content and data stored on the Platform by using the Services.
11.1.3. DoubleCloud is not responsible for claims and actions of third parties if Customer provides services to such third parties by using the Services. DoubleCloud is not responsible for violations of third-party rights resulting from actions taken by Customer in using the Services.
11.1.4. DoubleCloud is not responsible for Customer claims relating to remote access to the Services, the quality of operation of telecom operator networks, traffic exchange policies of telecom operators, operation of the Customer's equipment and software, and other circumstances beyond the control of DoubleCloud.
11.2. Customer warrants, represents and undertakes that:
(a) all details provided by Customer when it signed up to the Platform are accurate, complete, and reliable;
(b) Customer has reviewed and accepts all the limitations and guides on how to use the Services and undertakes to comply with them;
(c) Customer has provided all necessary notices, made all necessary registrations and secured all the necessary consents of third parties and legally holds all the necessary rights to information and Content uploaded to the Platform;
(d) Customer is not subject to any sanctions of the European Union, the United States or the United Nations;
(e) Customer or its licensors own all rights, titles, and interests in and to Customer's Content;
(f) Customer has all rights in Content necessary to grant the rights contemplated by this Agreement; none of the Content or Users' use of the Content will violate the AUP;
(g) Customer meets the requirements of applicable law in its activities;
11.2.1. Customer warrants, represents and undertakes that:
(a) It shall comply with all applicable trade, economic, and financial laws and regulations, including those administered and enforced by UAE, the United Nations Security Council and any other government bodies with jurisdiction relevant to this Agreement (collectively, "Sanctions").
(b) Neither it nor its subsidiaries, nor their respective directors, officers, employees or affiliates is located in, or is a resident or national of, any country that is subject to an export embargo, nor is identified on any Sanctions lists, nor is owned or, where relevant under Sanctions, controlled by the same.
(c) It will not, directly or indirectly, engage in any unauthorized business or dealings with any persons under Sanctions or otherwise engage in any activities prohibited by Sanctions. It shall promptly notify DoubleCloud of the occurrence of any fact or event that would render any representation or warranty in this Section incorrect or misleading.
11.2.2. In the event that, after signing this Agreement, Customer has reasonable grounds to believe that any of the foregoing warranties and representations may no longer be true or have been breached, Customer shall immediately notify DoubleCloud in writing.
11.2.3. DoubleCloud may immediately terminate this Agreement in case of any breach by you of any representation or warranty in this Section 11 and given in this Agreement (including, but not limited to preamble of this Agreement) or if DoubleCloud reasonably determines that it cannot perform its obligations hereunder due to Sanctions-related prohibitions.
12. LIMITATION OF LIABILITY
12.1. To the maximum extent permitted by applicable law, DoubleCloud is under no circumstances liable to Customer for lost profits, loss of business, contracts, anticipated savings, loss of profit, loss of revenue, loss of goodwill, loss of reputation, loss or use of data and/or any indirect or consequential damages resulting from or in connection with the Services.
12.2. To the maximum extent permitted by applicable law, neither DoubleCloud, nor DoubleCloud's suppliers, may be held liable under this Agreement for more than the amount paid by Customer to DoubleCloud hereunder for the Service that gave rise to the claim during the 12 (twelve) months before the liability rose.
13. TERM AND TERMINATION
13.1. Term. This Agreement becomes effective at the time Customer accepts it and will remain in effect until terminated under this Section 13.
13.2. Termination by Customer
13.2.1. Customer may terminate this Agreement without a cause by providing us with at least 10 days' advance notice.
13.2.2. If Customer does not agree with modifications to this Agreement and any attached or any Linked Documents, Customer may terminate this Agreement in accordance with Section 2.4. In this case the Agreement is considered to be terminated from the efficiency date of modifications to this Agreement, unless an earlier date is specified in the Customer's notice of termination.
13.3. Termination by DoubleCloud
13.3.1. DoubleCloud may terminate this Agreement without a cause by providing you with at least 30 days' advance notice.
13.3.2. DoubleCloud may terminate this Agreement in full or in part at any time in respect of Services rendered free of charge.
13.3.2. DoubleCloud may terminate this Agreement without notice and immediately disable the Services without reimbursing any costs or damages if Customer fails to meet any of its obligations hereunder and, in particular, if:
(a) DoubleCloud's relationship with a subcontractor or partner who provides software or other technology that DoubleCloud uses to provide the Services expires, terminates or requires DoubleCloud to change the way it provides the Services;
(b) Customer repeatedly (more than twice) breaches the payment terms herein;
(c) Customer fails to remedy a breach of the Agreement that gave rise to its suspension, provided said suspension lasts more than 7 days;
(d) Customer fails to comply with the AUP, causing a violation of third-party rights or applicable law;
(e) Customer fails to comply with the anticorruption clause stipulated herein;
(f) Customer breaches the warranties and representations provided herein;
(g) Customer: (i) becomes the subject of any sanctions imposed by the United States, the European Union or the United Nations; (ii) becomes the subject of any other applicable sanctions; (iii) breaches the obligations stated in Section 11.2.1. above;
(h) it is necessary to comply with applicable law or requests of governmental entities.
13.4. Customer's termination notice shall be sent via e-mail to DoubleCloud's e-mail address indicated on the Site or Management Console.
13.5. Any unused funds on the Customer's Personal Account will be refunded by DoubleCloud within 30 days after termination of this Agreement based on the Customer's e-mail request for such refund submitted to DoubleCloud's e-mail address indicated on the Site or Management Console.
DoubleCloud may offset Service Fees payable by Customer, accrued liquidated damages and losses DoubleCloud incurred as a result of Customer's failure to perform its contractual obligations, from any amounts to be refunded to Customer.
13.6. Storage upon suspension and termination. The procedure for deleting information and Content in cases where Customer access to the Services is suspended and the Agreement is terminated shall be as follows.
13.6.1. DoubleCloud shall store Customer's Content uploaded to the Platform as follows:
(a) for 60 days from the date Customer's access to the Services is suspended due to Customer's failure to comply with the terms of payment for Services and/;
(b) for 30 days from the date Customer's access to the Services is suspended due to Customer's noncompliance with the terms and conditions of Agreement other than nonpayment;
(c) for 7 days after the Trial Period has expired.
DoubleCloud may mark information and Content uploaded to the Platform as "deleted" and may delete them along with the Platform resources within 72 hours after expiration of the time periods stipulated above and if Customer fails to remedy the breaches that caused access to the Services to be suspended (if applicable).
13.6.2. Content storage services that continue to be rendered during a suspension or termination period shall be payable according to the Service Rates. For any use of the Services after the termination date, the terms of this Agreement will apply, and you will pay the applicable fees according to Service Rates.
13.6.3. DoubleCloud may delete Customer's information and Content uploaded to the Platform before the periods specified above expire in the event of early termination of the Agreement by DoubleCloud. If Customer's access to the Services was suspended during Trial Period, DoubleCloud, at its discretion, may delete the Platform resources along with Customer's information and Content associated with such Trial period.
13.6.4. In case of termination of the Agreement, Customer's information and Content uploaded to the Platform shall be marked and deleted along with the Platform resources used by Customer within 72 hours after Agreement termination unless applicable law stipulates some other storage period.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. This Agreement and any attached or Linked Documents, and any dispute of any sort that may arise between you and us should be govern with UAE Laws.
14.2. Any dispute or claim relating in any way to your use of the Services or arising from this Agreement shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre. The seat of arbitration shall be Dubai. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
14.3. The Parties promise and agree that all proceedings conducted with reference to this Section shall be kept strictly confidential and all information disclosed during such proceedings shall be used solely for the purpose of those proceedings.
15.1. Confidential information means any information of the disclosing party, including, but not limited to: scientific, technical, technological, production, financial, economic, or other information, including information on information security, identification/authentication, and authorization (logins, passwords, etc.) tools, software and hardware suites, principles of their operation, source codes (or parts thereof) of computer programs; statistics, information on customers, products, services, research findings. The Parties undertake not to disclose or transfer to any third parties' confidential information obtained from each other while implementing the Agreement, except as specified herein, stipulated by applicable law or agreed by the Parties in writing, and undertake not to use it for purposes contrary to the Agreement.
15.2. The receiving party shall apply the same level of care that it uses to safeguard its own confidential information, but in any case no less than a reasonable standard of care in safeguarding the disclosing party´s confidential information which it uses for its own information of like sensitivity and importance, and upon discovery of any unauthorized disclosure of confidential information in its possession, the receiving party shall use its best endeavors to prevent any further disclosure or unauthorized use thereof.
15.3. Confidentiality obligations do not apply to any information in the public domain at the time of disclosure or that later becomes part of the public domain through no fault of the receiving party.
15.4. If confidential information is disclosed deliberately or carelessly, the Party at fault undertakes to indemnify any losses caused by such disclosure if the affected Party so requests.
15.5. The obligations set forth in this Section shall bind the Parties for a period of 5 years from the date of disclosure of confidential information and such obligations shall survive the termination or earlier expiration of this Agreement.
15.6. The following information provided by the Parties is not deemed to be a breach of confidentiality:
a) information that is required by applicable law or regulatory, legal or administrative process, or any other order or mandate of a court or other governmental or municipal authority to be disclosed by the receiving party, but only to the minimum extent required and for the purpose of such order, and provided that the receiving party first notifies the disclosing party of such order (unless this is prohibited by applicable law) and, upon the request of the disclosing party, the receiving party shall use commercially reasonable efforts to assist the disclosing party, at the disclosing party's sole expense, in seeking an appropriate protective order;
b) information that is provided to auditors and external consultants, subject to such persons undertaking to protect the confidentiality of information transferred under terms that ensure an equal or higher level of protection compared with the terms of the Agreement;
c) information that is provided to a Party's affiliates, if such provision to an affiliate is reasonably needed for the Party to discharge its contractual obligations and the affiliate undertook to protect the confidentiality of the information transferred under terms that ensure an equal or higher level of protection compared with the terms of Agreement;
d) information that is provided to third parties involved in providing all or some Services, if such parties undertook to protect the confidentiality of the information transferred under terms that ensure an equal or higher level of protection compared with the terms of Agreement.
15.7. Any references to DoubleCloud shall only be published and the fact and/or details of cooperation relating to this Agreement shall only be communicated to third parties or the public with the prior written consent of DoubleCloud, except where applicable law mandates disclosure of the relevant information.
16.1. DoubleCloud may send any notices, messages, and documents to Customer by e-mail to the e-mail address provided by Customer in the Management Console or by posting such notices, messages, and documents on the Site and/or in the Management Console. Notices DoubleCloud provides by posting on the Site/Management Console will be effective upon posting and notices DoubleCloud provides by e-mail will be effective when DoubleCloud sends the e-mail. Customer is responsible for keeping its e-mail address current. Customer will be deemed to have received any email sent to the e-mail address then associated with the Customer account when DoubleCloud sends the e-mail.
16.2. Customer may send messages and notices to DoubleCloud via DoubleCloud's e-mail address specified on the Site or Management Console. All legal notices must be sent by Customer to DoubleCloud at such e-mail address.
16.3. The Parties confirm that the exchange of documents, including letters, notifications, notices, and other communications transferred in any way specified above, will have evidential significance and full legal force.
17.1. No agency. This Agreement does not create any agency, partnership relations, joint activity relations, employment, or any other relations between Customer and DoubleCloud that are not expressly stipulated herein.
17.2. Severability. Should any clause (or part of any clause) of this Agreement and/or any document referred to herein become invalid, void, illegal or unenforceable, the remainder of the Agreement and any document referred to herein will remain in effect.
17.3. No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights hereunder and/or any document referred to herein.
17.4. Assignment. This Agreement makes no provision for any assignment of any exclusive rights or license granted by DoubleCloud to Customer for any parts of the Platform and the Services unless otherwise expressly stipulated herein or in the documents referred to herein.
17.4.1. Customer may not assign any part of this Agreement or the documents referred to herein without DoubleCloud's prior written consent.
17.4.2. Customer confirms acceptance of DoubleCloud's right to assign its claims on Customer's liabilities to third parties and submit necessary information about Customer outstanding liabilities.
17.4.3. DoubleCloud may assign this Agreement (a) in connection with a merger, acquisition or sale of all or substantially all of its assets, or (b) to any affiliate or as part of a corporate reorganization. Effective upon such assignment, the assignee is deemed substituted for DoubleCloud as a Party hereto, and DoubleCloud is fully released from all of its obligations and duties to perform under this Agreement.
DoubleCloud shall inform Customer without undue delay of any such assignment via message in the Management console and/or by email. Customer hereby gives its consent to assignments of the Agreement in advance. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted successors and assigns.
17.5. Trademark. DoubleCloud may use Customer's logo, trademark, trade name and/or name of the Customer's software product and/or the Customer's Site for information, advertising and marketing purposes upon Customer's consent with no remuneration payable to Customer for such use.
17.6. Anticorruption Clause.
DoubleCloud is committed to the highest standards of business ethics in all activities. DoubleCloud expect their contractors to abide by the principles of business conduct set out in the DoubleCloud Supplier Code of Conduct. A copy of the DoubleCloud Supplier Code of Conduct is available in the corporate section of the DoubleCloud portal at: https://double.cloud/assets/doublecloud/files/DCloud_Supplier_CoC_ENG.pdf.
The Parties adhere to the applicable anti-corruption laws.
The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.
This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Contract.
Either Party may unilaterally withdraw from the Contract in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.
If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.
The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:
To notify DoubleCloud: email@example.com
To notify another Party: address indicated in the contract details.
17.7. Force Majeure. The Parties are released from liability for partial or complete failure to discharge their obligations hereunder if such failure was caused by force majeure, including acts of God, natural and industrial disasters, acts of terrorism, hostilities, civil unrest, the adoption by public bodies or local governments of acts prohibiting or restricting the Parties' activities hereunder, or other circumstances that arise after the Agreement was signed as a result of emergencies that the Parties could neither foresee nor prevent, and that make it impossible for the Parties to discharge or properly discharge their obligations.
17.7.1. On the occurrence of force majeure, each Party shall notify the other. The notice shall describe the nature of the force majeure and contain official documents certifying its existence and, if possible, evaluating its effect on the Party's ability to fulfill its contractual obligations.
17.7.2. If the force majeure or its consequences last for one (1) month or more, either party may unilaterally terminate Agreement.
17.8. Parties' Details. If the Parties change their names, legal status, addresses and/or payment details or make other changes that may affect implementation of the Agreement, the party making the changes shall notify the other within 5 days from when such changes became effective.
17.9. Survival. The Parties' obligations whose nature is such that they must remain in effect (including, but not limited to, confidentiality obligations, payment obligations, and obligations to use information) will survive the termination of this Agreement.
17.10. Conflicting Terms. In the event of any conflict between the Linked Documents constituting this Agreement, the Agreement shall prevail.
17.11. Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If DoubleCloud provides a translation of the English language version of this Agreement, the English language version of the Agreement will prevail in the event of any conflict.
17.12. Intellectual Property. Other than Customer Content, DoubleCloud reserves all rights not expressly granted to you herein. The Services and the Platform are protected by copyright, trademark, patent and other laws of the United States and other countries. DoubleCloud owns all rights, title, and interest in and to the Services and the Platform and all copies of the Services and the Platform. This Agreement does not grant you any rights to our trademarks or service marks. For purposes of this Agreement, this means all patent rights, copyright, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
18. TERMS AND DEFINITIONS
The capitalized terms used herein have the following meanings, unless the text expressly implies otherwise:
"Accrual Period" means a calendar month, unless otherwise agreed by the Parties. The first Accrual Period is defined as the period from the effective date of this Agreement to the last day of the month (the time zone determining the start and end of a calendar day is UTC +0);
"Account Country" is the country associated with your account which you indicated upon registration on the Site as follows:
(i) For registration, if Customer is an individual, you undertake to provide reliable and complete information about yourself on the issues contained in the registration form, including information on the country in which you reside. In particular, the choice of documents governing the relationship between DoubleCloud and you depend on this information;
(ii) For registration, if Customer is a legal entity, you undertake to provide reliable and complete information about yourself on the issues contained in the registration form, including information that your legal entity is incorporated under the laws of the respective Account Country.
"API" means an application program interface;
"Arrears| means a negative balance on the Customer's Personal Account at the end of an Accrual Period;
"DoubleCloud Contracting Party" means Direct Cursus Technology LLC with place of business: UAE, Dubai, Trade Center Second, The Offices 2, Unit No. TO2-FLR03-03.05-17, and date of incorporation 20.09.2022.
"Days" means calendar days unless otherwise expressly stated in the text. For avoidance of doubts, any reference to the "days" in the text, whether the letter is used the capitalized or not, will be used in the meaning specified in this Section.
"Content" means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials;
"Customer's Content" means Content uploaded by Customer to the Platform via the Services;
"Documentation" means technical documentation, billing documentation, technical support documentation, user guides and admin guides for Services located at: https://docs.double.cloud/docs/;
"Credit" means the amount of bonus or discount that DoubleCloud provides to Customer as stipulated by the Agreement;
"Limits" means the technical limitations of usage of the Services related to the Platform architecture;
"Linked Documents" means the documents constituting integral parts of this Agreement that apply to the Services. A list of Linked Documents is given in a preamble of this Agreement;
"Management Console" means a private section of the Platform, access to which is provided by DoubleCloud to Customer for administering the Services, including, but not limited to order and managing the Services; containing Statistics on the Services used, information on the Customer's Personal Account status, login details, Quotas, and Credits; providing a means for the Parties to exchange notices and messages; and performing other actions required to make use of Platform options;
"Personal Account" means a body of records that describes the financial relationship between DoubleCloud and Customer, which keeps a tally of the Services ordered and used, and contains billing information about Customer's payments made and amounts payable under this Agreement. A Personal Account is of a technological nature and does not have the status of a settlement account or bank account;
"Platform" and/or "DoubleCloud Platform" means the software and hardware platform that provides a means to use the Services and other resources of the Platform;
"Quotas" means the organizational limitations on usage of the Services that DoubleCloud establishes for each Customer individually depending on the quantity of Services ordered and used by Customer. Information on Quotas is available in the Management Console;
"Services" means data analyzing and processing services (including associated APIs) that allow the use of certain categories of Platform resources. A full list of available Services is posted on the Site;
"Service Rates" means the applicable fees for each billing unit of any Service. Links to Service Rates for a specific Service are given here: https://double.cloud/pricing;
"Service Fees" means the aggregate fees based on Customer's usage of the Services and the Service Rates;
"Site" means a website available online at https://double.cloud/ as may be updated by DoubleCloud from time to time;
"Statistics" means electronic data of DoubleCloud's automated record systems which contain information on the quantity of Services used, Service Fees and other information relating to use of the Services available in the Management Console;
"Technical Support Services" means technical support services provided by DoubleCloud to Customer under the Technical Support Regulation in connection with the Services;
"Trial Period" means the period during which Customer is entitled to test the Services and investigate their options;
"User" means any individual or entity that directly or indirectly through Customer accesses or uses Services under Customer's account: (a) accesses or uses your Content; or (b) otherwise accesses or uses the Services under your account.
Web address: https://double.cloud/legal/customer_agreement/
Date of publication: 1 January 2024
Effective date: 1 January 2024 (30 January 2024 for the DoubleCloud users who signed up before 1 January 2024)