CLOUD SERVICES AGREEMENT AND WARRANTY STATEMENT
(End-User Cloud Services/Redistribution Prohibited)
COPPERFASTEN TECHNOLOGIES (T/A TITANHQ) IS WILLING TO ALLOW ACCESS OR USE OF THE SERVICES (AS HEREINAFTER DEFINED) AND ANY RELATED SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS CLOUD SERVICES AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES, AS ACCESSING OR USING THE SERVICES (AND ANY RELATED SOFTWARE) WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU DO NOT AGREE WITH THESE TERMS, THEN DO NOT ACCESS OR USE THE SERVICES AND ANY RELATED SOFTWARE.
1. The Services. The Services provided under this Agreement consists of some or all of computer programs, data compilation(s), and documentation referred to as WebTitan ISO, WebTitan for VMware©, WebTitan Cloud, WebTitan Gateway, WebTitan for Service Providers, WebTitan for Wifi, SpamTitan ISO or SpamTitan for VMware©, SpamTitan Gateway, SpamTitan Cloud, SpamTitan for Service Providers, SpamTitan PLUS, ArcTitan, SafeTitan, PhishTitan and EncryptTitan (the "Services" such term to include any free supplementary or premium upgrades that may be provided to you from time to time).
2. Term and Termination. The permitted use of the Services granted herein shall be term-limited in accordance with the documents that accompanied your purchase (the “Subscription Term”) unless renewed or terminated by either party for material breach (whichever is the earlier). In the absence of additional documents that accompanied your purchase, this Cloud Services Agreement shall take effect, wherein the Subscription Term is 12 months from the date of acceptance. We may end or suspend your rights to use the Services at any time if we determine that you have breached these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.
If the Agreement terminates for any reason or expires, you will not be authorised to use or access the Services, including any online storage or backup services, and we may cancel and/or close your account at our sole discretion. It is your responsibility to store or backup your content elsewhere before this Agreement expires or is terminated as upon such an event, we may delete all of your online content provided to us. Use of the Services, at any time, is governed by the terms of this Agreement.
If you choose to cancel or terminate this Agreement other than at the end of the Subscription Term, you will have access to the subscribed Services until the end of the then-current Subscription Term. You remain liable for any outstanding fees until the end of your current subscription term and will not result in any pro-rated refund of fees already paid. Your cancellation or termination will stop future recurring fees applying from your renewal date onward.
3. Grant of Services. You are granted non-exclusive, non-transferable rights to install and use the Services for the benefit of the permitted number of users as specified in the documents that accompanied your subscription. You may purchase additional subscriptions for the Services from time to time.
This Agreement shall take precedence over any purchase order for additional subscriptions, and any conflicting, inconsistent, or additional terms in such purchase orders shall be null and void.
To the extent that the Services require TitanHQ to provide any software, it will be provided subject to any end user license agreement maintained by TitanHQ from time to time. In addition, any such software may be a modular operating system. Some of the components may be open source packages, developed independently, and accompanied by separate licence terms. In some cases, the open source software licence terms and conditions may conflict with the terms of this Agreement and will apply instead of the terms of this Agreement. If an open source software licence requires us to distribute any source code related to the software or any modifications to the software, we will make the source code available on request.
Your license rights with respect to individual components of any software accompanied by separate license terms are defined by those terms; nothing in this Agreement shall restrict, limit, or otherwise affect any rights or obligations you may have, or conditions to which you may be subject, under such license terms.
In the event that software is provided in conjunction with the Services, such software must be removed and destroyed at the end of the Subscription Term.
4. Restrictions. You may not: (i) permit others to use the Services and/or any software, except as expressly provided above for authorized use by the permitted number of users as specified in the documents that accompanied your subscription; (ii) modify or translate the Services and/or any software; (iii) reverse engineer, decompile, or disassemble the Services and/or any software provided in connection therewith, except to the extent this restriction is expressly prohibited by applicable law; (iv) create derivative works based on the Services or any software; (v) merge the Services or any software with another product; (vi) copy the Services or any software, except as expressly provided above; or (vii) remove or obscure any proprietary rights notices or labels on the Services or any software.
5. Automatic Renewal. You agree that your paid subscription will be automatically renewed. You authorise us to charge your card or payment device on file within 30-days of the end of your Subscription Term (or any anniversary thereof), at the renewal term subscription price in effect at the time the renewal. The subscription price for your auto-renewal is subject to change. Your subscription renewal is ongoing and will continue until you cancel, by giving more than 30 days’ notice before the expiry of your Subscription Term (or any anniversary thereof). If you would like to change your auto-renewal settings, please contact our Sales team.
6. Support and Updates. If your Services and any related software qualify for technical support, such support shall be delivered during the Subscription Term in accordance with TitanHQ’s Service Schedule (which is incorporated herein by reference).
From time to time we may automatically update and change the Services (and/or any related software) to improve performance, enhance functionality, reflect changes to the operating system or address security issues. By agreeing to these Terms and to ensure continued access to our new features, you give us permission to automatically install such updates. Alternatively and at our discretion, we may ask you to approve certain major updates.
You acknowledge that certain updates constitute premium updates (such as custom work, software modification, or other additional value added service), in which case and subject to the prior written agreement between you and TitanHQ, additional fees and charges may be incurred for such premium updates.
If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Services or any related software.
7. Transfers. You may not transfer the Services, any related software or any rights under this Agreement without the prior written consent of TitanHQ, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void. We may transfer our rights and obligations under these terms to another organisation. We will inform you if this happens and we will endeavour to ensure that the transfer will not adversely affect your rights under the contract.
8. Ownership. TitanHQ and its suppliers and partners own the Services and any related software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Services’ design and coding methodology. The Services and any related software are protected by copyright laws and international treaty provisions. This Agreement provides you only a limited use right, and no ownership of any intellectual property.
10. Changes to these terms: TitanHQ reserves the right, at its sole discretion, to modify or replace these terms from time to time. If you have paid a subscription for use of our Services and any related software, any new contractual terms will apply on the renewal of your subscription. If you do not agree with these new contractual terms then you should turn-off autorenewal, delete the Services (and any related software) and cease all use of the Services from the end of the Subscription Term.
LIMITED WARRANTY STATEMENT; LIMITATION OF LIABILITY. TitanHQ warrants only to You that the Services shall perform substantially as described in The Services documentation under normal use. The entire and exclusive liability and remedy for breach of this Limited Warranty shall be, at TitanHQ’ s option, either (i) return of the list price of the Services, or (ii) replacement of defective Services and/or related software; provided the Services and/or related software are returned to TitanHQ with a copy of your purchase confirmation. TitanHQ does not warrant or guarantee that any particular computer or other device will be compatible with or function with the Services or any related software, nor do we warrant or accept any liability for the operation of your equipment that is used to access the Services. TITANHQ AND ITS SUPPLIERS AND RESELLERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED, EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICES OR ANY RELATED SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. This warranty gives you specific rights, and You may have other rights which vary from jurisdiction to jurisdiction.
INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL TITANHQ OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, THEFT / LOSS OF PERSONAL DATA, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF TITANHQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN NO EVENT SHALL TITANHQ’S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE SUBSCRIPTION PRICE PAID FOR THE SERVICES.
You acknowledge that in order to protect against loss of data, through a security breach or otherwise, best practice is to run frequent back-ups of your data; to ensure that in the event of a data attack, it may be possible to restore the amended or deleted data. Depending on the Services acquired, we will use commercially reasonable efforts to protect your data; but subject always to your agreement that it is your responsibility to regularly back-up your data.
The Services are only compatible with certain computers and operating systems. The Services are not warranted for non-compatible systems. It is your responsibility to ensure that your system meets our Services and any software requirements and you are responsible for any costs or investments required in order to continue using the Services and any related software. Call TitanHQ or your dealer for information about compatibility.
Non-TitanHQ Products. The Services and any related software may include or be bundled with other software programs licensed or sold by a licensor other than TitanHQ. TitanHQ does not warrant non-TitanHQ products. Any warranty service for TitanHQ products is provided by the product licensor in accordance with the applicable licensor warranty.
Export Regulation. You acknowledge that the Services and any related software may be subject to the import and export laws of any country where Services are imported or re-exported. You agree to comply with all relevant laws and will not to export any Services in contravention to applicable law nor to any prohibited country, entity, or person for which an export licence or other governmental approval is required.
MISCELLANEOUS. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement is governed by the laws of the Republic of Ireland, Europe. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction of Ireland. However, if you are resident in the European Union, you may be entitled to submit a complaint through the Online Dispute Resolution Platform operated by the European Commission, details of which can be found at ec.europa.eu/consumers/odr. This Agreement is written in English and English is its controlling language.
U.S.GOVERNMENT END USERS. The Services and any related software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is TitanHQ, 1st Floor, Mazars Place, Salthill, Galway, Ireland.
This doc is located at: https://www.titanhq.com/Software-Licence-Agreement/