CLOUD SERVICES AGREEMENT
DEFINITIONS used in this agreement
Software
– shall mean any software agent, application or tool that Ucom
makes available to You for download specifically for purposes of
facilitating Your access to, operation and (or) use of the
Services.
Third
Party Content - shall
mean all software, data, text, images, audio, video, photographs
and other content and material, in any format, that are obtained
or derived from third party sources outside of Ucom that You may
access through, within, or in conjunction with Your use of the
Services. Examples of Third Party Content include data feeds
from social network services, RSS feeds from blog posts, Ucom
libraries, dictionaries, and marketing data. Third Party Content
includes third-party sourced materials accessed or obtained by
Your use of the Services or any Ucom-provided tools.
Users
– shall mean, for Services, those employees, contractors, and
end users, as applicable, authorized by You or on Your behalf to
use the Services in accordance with this Agreement and Your
order. For Services that are specifically designed to allow Your
clients, agents, customers, suppliers or other third parties to
access the Services to interact with You, such third parties
will be considered “Users” subject to the terms of this
Agreement and Your order.
Your
Content – shall mean
all software, data (including Personal Data), text, images,
audio, video, photographs, non-Ucom or third party applications,
and other content and material, in any format, provided by You
or any of Your Users that is stored in, or run on or through,
the Services. The Services under this Agreement, Ucom software,
other Ucom products and services, and Ucom intellectual
property, and all derivative works thereof, do not fall within
the meaning of the term “Your Content.” Your Content
includes any Third Party Content that is brought by You into the
Services by Your use of the Services or any Ucom-provided tools.
USE
OF THE SERVICES
Pursuant
to this Agreement Ucom shall provide the services (hereinafter
the “Services”), listed in the http://www.ucloudspace.am/
portal
(hereinafter the
“Portal”), acting as an integral part hereof, available to
You and You will pay for the Services as decribed in the
Agreement. Except as otherwise stated in this Agreement, You
have the non-exclusive right to use the Services, listed in the
Portal. You may allow Your Users to use the Services for the
purpose defined herein, and You are responsible for their
compliance with this Agreement.
During
the services period, we may update the Services to reflect
changes in, among other things, laws, regulations, rules,
technology, industry practices, patterns of system use, and
availability of Third Party Content.
You
may not, and may not cause or permit others to: (a) use the
Services to harass any person; cause damage or injury to any
person or property; publish any material that is false,
defamatory, harassing or obscene; violate privacy rights;
promote bigotry, racism, hatred or harm; send unsolicited bulk
e-mail, junk mail, spam or chain letters; infringe property
rights; or otherwise violate applicable laws, ordinances or
regulations; (b) perform or disclose any benchmarking,
availability or performance testing of the Services; or (c)
perform or disclose network discovery, port and service
identification, vulnerability scanning, password cracking,
remote access or unauthorized penetration scanning or disclose
the results of such scanning (hereinafter the “Acceptable
Usage Policy”). In addition to the rights granted to us
pursuant to this Agreement and Your order, in case of violation
of the Acceptable Usage Policy, we shall have the right to
undertake corrective measures, up to removal of or suspension of
access to the materials that violate the Acceptable Usage
Policy.
The relations of
the Parties based on the Agreement will also be governed by Ucom
General terms and conditions for provision of electronic
communication and other related services at the extant that the
regulatiosnare in the scop of the relastions and the terms of
this Agreement.
FEES
AND PAYMENT
All
fees payable under this Agreement are due no later than the due date from the invoice.
If You exceed the quantity of Services ordered, then You must promptly purchase and pay fees
for the excess quantity.
You
understand that You may receive multiple invoices for the
Services ordered.
Ownership
rights and restrictions
You
or Your licensors retain all ownership and intellectual property
rights in and to Your Content. We or our licensors retain all
ownership and intellectual property rights in and to the
Services, derivative works thereof, and anything developed or
delivered by or on behalf of us under this Agreement.
You
have the right to use Third Party Content through the Services.
All ownership and intellectual property rights in and to Third
Party Content and the use of such Third Party Content is
regulated by separate conditions, established by third parties
and agreed upon between You and third parties.
You
grant us the right to host, use, process, display and transmit
Your Content to provide the Services pursuant to and in
accordance with this Agreement and Your order. You have sole
responsibility for the accuracy, quality, integrity, legality,
reliability, and appropriateness of Your Content, and for
obtaining all rights related to Your Content required by Ucom to
provide the Services.
You
may not, and may not cause or permit others to: (a) modify, make
derivative works of, disassemble, decompile, reverse engineer,
reproduce, republish, download, or copy any part of the Services
(including data structures or similar materials produced by
programs), unless required to be permitted by law for
interoperability; (b) access or use the Services to build or
support, directly or indirectly, products or services
competitive to Ucom; or (c) license, sell, transfer, assign,
distribute, outsource, permit timesharing or service bureau use
of, commercially exploit, or make available the Services to any
third party, except as permitted by this Agreement or Your
order.
NONDISCLOSURE
By
virtue of this Agreement, the parties may disclose to each other
information that is confidential (“Confidential Information”).
Confidential Information shall be limited to the terms and
pricing under this Agreement and Your order, Your Content
residing in the Services, and all information clearly identified
as confidential at the time of disclosure.
A
party’s Confidential Information shall not include information
that: (a) is or becomes a part of the public domain through no
act or omission of the other party; (b) was in the other party’s
lawful possession prior to the disclosure and had not been
obtained by the other party either directly or indirectly from
the disclosing party; (c) is lawfully disclosed to the other
party by a third party without disclosure restrictions, or (d)
was independently developed by the other party.
Each
party agrees not to disclose the other party’s Confidential
Information to any third party other than as set forth in the
following sentence for a period of 5 years from the date of the
disclosing party’s disclosure of the Confidential Information
to the receiving party; however, we will protect the
confidentiality of Your Content residing in the Services for as
long as such information resides in the Services. Each party may
disclose Confidential Information only to those employees,
agents or subcontractors who are required to protect it against
unauthorized disclosure in a manner no less protective than
required under this Agreement, and each party may disclose the
other party’s Confidential Information in any legal proceeding
or to a governmental entity as required by law. We will protect
the confidentiality of Your Content residing in the Services in
accordance with the Ucom security practices applicable to the
Services defined in Your order.
protection
of your content
You are responsible for any security system vulnerabilities and the
consequences of such vulnerabilities, arising from Your Content,
including any viruses, Trojan horses, worms or other harmful
programming routines contained in Your Content, or from Your use
of the Services in a manner that is inconsistent with the terms of
this Agreement. You may disclose or transfer Your Content to a
third party, and upon such disclosure or transfer we are no longer
responsible for the security or confidentiality of such content
outside of Ucom.
WARRANTIES,
DISCLAIMER AND REMEDIES
Each
party represents that it has validly entered into this Agreement
and that it has the power and authority to do so. We warrant
that during the services period, we will perform the Services
using commercially reasonable care and professional skills in
all material respects. If the Services provided to You were not
performed as warranted, You must promptly provide us with a
written notice that describes the deficiency in the Services.
We
do not guarantee flawless or uninterrupted operation of the
Services, nor that we will remove all the defects available
therein, or that the Services WILL meet Your requirements or
expectations. We bear no responsibility for the quality,
operation or safety of the Services, if ANY PROBLEM RELATING
THERETO ARISE FROM YOur content, or third party content, or
third party services.
IN
NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR
EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING
FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR
REPUTATION.
TERM
AND TERMINATION
This
Agreement shall enter into force upon signing by both parties
and shall act for an indefinite period. Ucom and the Customer
shall be entitled to early termination of this Agreement with a
60 (sixty)-day prior notice.
We
may suspend Your or Your Users’ access to the Services or
Service use, without any responsibility, if we believe that (a)
there is a material threat to the functionality, security,
integrity or availability of Services or the content, data and
applications contained therein, (b) You or Your Users use the
Services for illegal purposes, (c) a fact of violation of the
Acceptable Usage Policy has been revealed, or (d) if it is
required by applicable law in case You, allegedly or actually,
fail to perform Your obligation to provide personal data. Where
it’s reasonable and permitted by law, we will provide a prior
notice of such suspension to You. We will use reasonable efforts
to recover the Services as soon as possible, if You determine
that problem having caused Service suspension is solved. During
the suspension period You may access Your content (as on
suspension date). Any case of Service suspension for any cause
defined herein, shall not exonerate You from Your payment
liability under this Agreement.
After
expiration or termination of this Agreement the provisions of
this Agreement pertaining to disclaimer, remedies and payments
as well as all provisions, which by their nature must remain
effective, shall continue to remain in force.
THIRD-PARTY
CONTENT, SERVICES AND
WEBSITES
The
Services may enable You to transfer Your Content or Third Party
Content, or link to or otherwise access third parties’
websites, platforms, content, products, services and information
(hereinafter “Third Party Services”). Ucom does not control
and is not responsible for Third Party Services. You are solely
responsible for complying with the terms of access and use of
Third Party Services, and if Ucom accesses or uses any Third
Party Services on Your behalf to facilitate performance of the
Services, You are solely responsible for ensuring that such
access and use, including through passwords, credentials or
tokens issued or otherwise made available to You, is authorized
by the terms of access and use for such services. If You
transfer or cause the transfer of Your Content or Third Party
Content from the Services to a Third Party Service or other
location, that transfer constitutes a distribution by You and
not by Ucom.
Any
Third Party Content we make accessible is provided on an “as
is” and “as available” basis without any warranty of any
kind. You acknowledge and agree that we are not responsible for,
and have no obligation to control, monitor or correct Third
Party Content. To the extent permitted by law, we disclaim all
liabilities arising from or related to Third Party Content.
You
acknowledge that: (a) the nature, type, quality and availability
of Third Party Content may change at any time during the
services period, and (b) features of the Services that
interoperate with Third Party Services, such as Facebook™,
YouTube™ and Twitter™, etc., depend on the continuing
availability of such third parties’ respective application
programming interfaces (APIs). We may need to update, change or
modify the Services under this Agreement as a result of a change
in, or unavailability of such Third Party Content, Third Party
Services or APIs. If any third party ceases to make its Third
Party Content or APIs available on reasonable terms for the
Services, as determined by us in our sole discretion, we may
cease providing access to the affected Third Party Content or
Third Party Services without any liability to You. Any changes
to Third Party Content, Third Party Services or APIs, including
their accessibility or inaccessibility during the services
period, shall not affect Your obligations under this Agreement
or respective order and shall not entitle You to request refund,
warranties or other remedies.
FORCE
MAJEURE
The parties shall bear no responsibility for failure to provide or
delay in providing the Services, if it is caused by an act of war,
hostility or sabotage; act of God; pandemic; electrical, internet,
or telecommunication outage that is not caused by the parties;
government restrictions (including the denial or cancelation of
any export, import or other license); or other event outside the
reasonable control of the parties. The parties undertake to use
reasonable efforts to mitigate the effect of a force majeure. If
an event of force majeure lasts more than 30 days, each party may
cancel the Services that have not been provided and the orders
that have not been performed, with a written notice to the other
party. The present paragraph shall not revoke the responsibility
of parties to use reasonable efforts after the event of force
majeure, in accordance with the established procedures, as well as
Your payment liability for the provided Services.
NOTICES
Any
notice required to be given under this Agreement to either party
shall be in writing.
We
may give notices to our customers by means of a general notice
on the Ucom portal for the Services, and notices specific to You
by electronic mail to Your e-mail address on record in our
account information, or by registered mail or post to Your
address.
ASSIGNMENT
You may not assign Your rights under this Agreement or transfer the
Services, or any interest therein, to any other individual or
entity.
ENTIRE
AGREEMENT
You
agree that this Agreement, relevant references to the website of
Ucom, to the Portal and information contained therein,
encompasses the entire agreement pertaining to Your Services and
supersedes all previous and present understandings between the
parties with regard to such Services, whether written or oral,
or written or oral representations made by the parties.
This Agreement
is drawn up in Armenian, in duplicate, both copies having equal
legal power.
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