Your Agreement with Cloudways
Your use of the Cloudways (the “Service”) is governed by this agreement (the “Terms”). “Cloudways” means Cloudways Ltd., and its subsidiaries or affiliates involved in providing the Service.
1) You accept the Terms by clicking to accept or agree to the Terms.
2) You may not use the Services and may not accept the Terms if
(a) You are not of legal age to form a binding contract with Cloudways, or
(b) You are a person barred from receiving the Services under the laws of the England or other countries including the country in which you are resident or from which you use the Services.
Cloudways provides valued added service over various cloud providers and applications. As a client of Cloudways you agree to uphold the license / user agreements of the cloud providers and application providers to the extent it applies to your use of Cloudways services. Please also read the Cloud Services and Applications License Agreement. As a Cloudways user, you agree to uphold the Cloud Services and Applications Agreement to whatever extent it applies to your usage of Cloud Services, Applications and Cloudways.
PLEASE KEEP IN MIND THAT SOME OF THE CONTENT THAT WE MAKE AVAILABLE TO YOU THROUGH CLOUDWAYS COMES FROM CLOUD SERVICES AND APPLICATIONS. ALL SUCH CONTENT IS PROVIDED TO YOU “AS IS.” THIS CONTENT AND YOUR USE OF IT ARE SUBJECT TO CHANGE AND/OR REMOVAL AT ANY TIME.
Your account with Cloudways
1. You must provide accurate and complete registration information any time you register to use the Service. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Cloudways immediately. Accordingly, you agree that you will be solely responsible for all activities which occur under your account
2. You agree to use the application only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the England or other relevant countries).
3. You may neither share nor re-sell your Cloudways account to 3rd parties.
4. Unless you have been specifically permitted to do so in a separate agreement with Cloudways, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5. You agree not to engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).
6. Your license to use any Applications is granted directly from the original provider of the Application to you, and you agree to abide by the terms of any such license. You will be solely responsible for paying for and obtaining the rights to any Applications you install and operate through the Services, and for compliance with the terms of each Application license.
7. Some of the Services require that you establish your own account with one or more Cloud Providers. You will be solely responsible for paying for and establishing an account ("Customer Cloud Provider Account") with each Cloud Provider you select, and for compliance with the terms of use applicable thereto. You agree to abide by the terms of service and acceptable use policy (AUP) of each Cloud Provider that you use through the Services. You must provide Cloudways with your Customer Cloud Provider Account credentials (i.e., the "CP Key") that are necessary for Cloudways to access and manage your use of the Cloud Provider Servers, including, without limitation, accessing Servers as necessary to identify or resolve technical problems or to respond to Services issues. Cloudways will use reasonable efforts to maintain the confidentiality and security of your CP Keys.
8. Cloudways has also established its own accounts ("Cloudways Provider Accounts") with one or more Cloud Providers, which Cloudways may use to provide you with the services. Cloudways will be responsible for paying for and establishing the account with such Cloud Providers, provided that you will be responsible for paying Cloudways the portion of the Cloud Provider fees allocated to you, and for compliance with the terms of use applicable thereto.
9. Application Trials include the ability to install Applications on a temporary basis for trial purposes. YOU ACKNOWLEDGE THAT THESE SERVERS AND APPLICATIONS ARE INTENDED TO BE TEMPORARY INSTALLATIONS AND THAT CLOUDWAYS MAY DELETE APPLICATIONS AND SHUT DOWN SERVERS AT ANY TIME.
Disclaimer Of Warranty
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CLOUDWAYS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CLOUDWAYS MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS FREE, OR ERROR FREE; NOR DOES CLOUDWAYS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, THROUGH HYPERLINKS TO THE WEB SITES OF THIRD PARTIES OR THAT DEFECTS IN THE SOFTWARE FOR THE SERVICE WILL BE CORRECTED. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF THE SERVICE AND INFORMATION RECEIVED USING THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA TRANSMITTED OR OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH TRANSMISSIONS OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN
Limitation of liability
Under no circumstances and under no legal theory, whether tort (including negligence), contract, or otherwise, shall Cloudways or any other contributor or supplier, be liable to any person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if such party shall have been informed of the possibility of such damages. You further understand and agree that Cloudways is not responsible for any loss or damage incurred by you, including but not limited to loss or damage as a result of:
1. Any changes with Cloudways make to the services, or any temporary or permanent cessation in the provision of the services (or any features within the services)
2. The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of service.
Mutual Indemnification
Both parties (Cloudways and User) shall indemnify and hold harmless the other side (the User and Cloudways) and its Client, their owners, officers, directors, agents, and employees, from and against all claims, liabilities or costs (including attorney’s fees and court costs), brought by any other party, including private parties or governmental entities.
Mutual Confidentiality
Both parties (Cloudways and User) agree not to disclose to any third party, confidential information of Cloudways, User, or anyone with a business or employment relationship with Cloudways or User. Both parties further agrees that they will not use, remove, transfer, transmit, reproduce or otherwise deal with confidential information or other tangible or intangible property of either party, except for the sole purpose of performing the services.
General Legal Terms
1. Cloudways may make changes to the Terms from time to time. When these changes are made, Cloudways will make a new copy of the Terms available at http://www.cloudways.com/terms.php. You understand and agree that if you use the Services after the date on which the Terms have changed, Cloudways will treat your use as acceptance of the updated Terms
2. If Cloudways provides you with a translation of the English language version of these Terms, the English language version of these Terms will serve as the control if there is any conflict.
3. Cloudways is constantly striving to better its product offering and will contact the User using the email provided after signup for these and other purposes: sending welcome emails, sending password reset information, notification of billing, follow-up on signup, and for other messaging needs
4. User irrevocably agrees to accept all notices, of whatever nature, legal or otherwise, by electronic mail or other digital delivery system at the discretion of Cloudways for any matter or any proceeding for which notice is required
5. The Services may include hyperlinks to other websites, content or resources. Cloudways may have no control over any web sites or resources which are provided by companies or persons other than Cloudways.
6. You acknowledge and agree that Cloudways is not responsible for the availability of any such external sites or resources as described in (5.), and does not endorse any advertising, products or other materials on or available from such websites or resources
7. You agree that if Cloudways does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Cloudways has the benefit of under any applicable law), this will not be taken to be a formal waiver of Cloudways rights and that those rights or remedies will still be available to Cloudways.
8. Cloudways employs industry standards technology and best practices to store and protect your Cloud and Application login information. In no case shall Cloudways be held liable for any damages incurred as a result of such network or software related breach. In case of a breach Cloudways will immediately notify you via email or phone call, as Cloudways deems sufficient, to take necessary actions on your end.
9. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
10. Cloudways may automatically back up and shut down Applications and Servers at various times, including without limitation, when you log out of the Service, if you do not respond to a prompt after a certain period of time, or if you explicitly request, or if Cloudways detects that your Application or Server is malfunctioning. The data and software backed up during this process (a "Backup") can be restored, but such restoration is not guaranteed to reproduce the exact state of the Application or Server at the time the Backup was created, particularly if you have used the "terminal" capability or otherwise directly accessed the Server.
11. Cloudways reserves the right to modify or discontinue the features, functionality and other attributes of the Services at any time in its sole discretion. You acknowledge and agree that Cloudways will not be liable to you in connection with its modification or discontinuation of the Services.
Managed Support
Managed support pertains to customers who are either subscribed to Click&Go Managed Services or to Custom/Power Cloud Services.
Support
Cloudways provides 24/7 Support through Ticketing System and Live Chat. However, ticketing system is always preferred over Live Chat since it allows us a better management of any issues. The RESPONSE time for critical issues will be under 1 hour. For non critical issues or feature requests, the response time will be within 24 hours.
Should we fail you regarding response time, Cloudways will credit your account with up to 1 monthly fee.
Migration
Cloudways normally takes between 24 hours to 48 hours in the migration of simple deployments. According to the complexity of the deployments, this time may vary. Customers can request migration from within their support portal (support.cloudways.com). Migration processes are followed via our ticketing system and all related coordination takes place through the ticketing system.
Cloudways gives 2 free migrations per server. After a customer has exhausted free migration limit, migrations on the same server will be billed $49/migration.
Updates
Under Cloudways Management Services, Application Core Updates will be carried out when requested by the customer, and application plugin/extensions updates will be carried out as and when requested by the customer or automatically should there be any security threats.
Backup & DR
Backup frequency will be decided by the customer. Default: file system retention 14 daily / 7 weekly / 3 monthly, database 30 days full backups. Cloudways also offers optional off-site backup facilities. In addition, Managed Click&Go customers can set automatic backups every 1, 6, 12 or 24 hours.
Infrastructure Monitoring
Cloudways uses its own 24/7 monitoring system, independent of the Cloud Providers we work with. This monitoring system sends alerts 24/7 to Cloudways System Administrators. If a customer hasn’t requested monitoring alerts, Cloudways will not send them any alerts, except to informing them about critical issues via ticketing system. We act immediately as soon as we receive an alert.
Server Security
Cloudways carries out monthly server patches and automated security scans in order to maintain the security of the servers at a certain level. It includes patching, scanning and reporting/working with the customer to fix any issues found. At Cloudways, we report issues as soon as we find them.
Mutual Indemnification (Managed Services)
Both parties (Cloudways and User) shall indemnify and hold harmless the other side (the User and Cloudways) and its Client, their owners, officers, directors, agents, and employees, from and against all claims, liabilities or costs (including attorney’s fees and court costs), brought by any other party, including private parties or governmental organisations.
Managed Services Time Period (Managed Services)
If a Click&Go or Custom customer subcribes for Cloudways managed services, he/she will be liable to pay Full management charges for the continuing month even if he/she unsubscribes the next day or before the management period ends.
Managed Services Reasonable Use
There is no strict limitation in the number of support hours that our Managed customers can make use of. However, as part of our business processes, we keep track of the customer's history usage of our Managed services.
Specifically, we set a minimum per hour rate that we aim at offering our Managed service for. Currently this rate is $15/h. If a customer goes below this hourly rate during THREE CONSECUTIVE MONTHS or during a total of SIX MONTHS in a year, we reserve the right to re-negotiate the terms of our engagement.
Governing Law
These Terms of Use are governed by and construed in accordance with English law. Any dispute (including non-contractual disputes) arising from these Terms of Use shall be subject to the exclusive jurisdiction of the English courts.
This is the full agreement. Cloudways may make changes to it from time to time.