CloudWize Terms & Conditions

1. ACCEPTANCE OF TERMS

Welcome to cloudwize.io website. This website (the “Site”) is owned and operated by CloudWize Owl Ltd., and/or its affiliates (“CloudWize” or “we”). The terms and conditions below govern your use of this Site and the Services (as defined below).

IMPORTANT – PLEASE READ CAREFULLY THESE TERMS OF SERVICE INCLUDING THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT THE FOLLOWING URL: https://cloudwize.io/privacy-policy  (“PRIVACY POLICY”, AND COLLECTIVELY, THESE “TERMS”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON OR BY ACCESSING AND/OR USING THE SERVICES (AS DEFINED   BELOW), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU  REPRESENT, (THE “CUSTOMER”) ARE ENTERING INTO A LEGAL AGREEMENT WITH CLOUDWIZE OWL LTD. (“CLOUDWIZE”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS. DO NOT SELECT “I AGREE” OR  USE  THE  SERVICES UNTIL YOU  HAVE CAREFULLY READ, UNDERSTOOD AND AGREED TO THESE TERMS. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. CloudWize and customer may each be also referred to herein as “Party”, and collectively as the “Parties”.

2. THE SERVICE

Subject to the Terms and your compliance herewith, CloudWize hereby grants to you a worldwide, non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license, solely for the limited purpose of using the Site, the Output (as defined below) and/or the Services which are described below for your internal cloud hosting and computing services analysis purposes only, in accordance with this Terms.

CloudWize is the developer and proprietor of a technology for analyzing and evaluating the costs and performance of cloud hosting and computing services (the “Cloud Services”), which includes a proprietary software-as-a-service solution which is made available by CloudWize (the “Services”). The Services enable you to upload and submit data regarding your Cloud Services Subject to Customer’s compliance with its obligations under these Terms (the “Submitted Data”), and to receive content and/or analyses and/or results and/or reports generated via the use of the Services (the “Output”).

CloudWize may issue and provide Customer with personal access credentials (“User IDs”) for Customer’s system administrators and personnel designated to use the Services on its behalf (“Personnel”). Customer and its Personnel may only access and use the Services through the User IDs issued to them by CloudWize. Customer is solely responsible for maintaining the confidentiality of the User IDs. Any instruction, action or activity occurring through any such User IDs shall be deemed to be provided and/or taken by Customer, and Customer shall be solely responsible for all activities that occur under such User IDs, including for any unauthorized use of such User IDs or any other breach of security, or any related damage or loss.

You agree that the Cloud Services analysis shall be conducted in CloudWize’s sole and absolute discretion. By submitting the Submitted Data, you grant CloudWize and its affiliates a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, fully paid up, transferable, license to use, process, edit, host, store, reproduce and modify the Submitted Data, and to create derivative works therefrom, for any purpose, including, without limitations, to provide you and our users with the Services and for the purpose of researching, developing, enhancing and improving our current and future products and services, all at our sole discretion.

3. PERMISSION TO USE THE SERVICES

You may use the Output generated by the Service for your internal business and Cloud Services purposes only. You shall not be entitled to use and/or commercialize the Output for any purpose intended for the benefit of third parties, in particular to sell, rent, license or otherwise commercially dispose of or make the Output available to third parties.

You acknowledge that we may, in our sole discretion and at any time(s), add, remove, edit or otherwise change any part of the Site or the Services without notice, including without limitation removing any Submitted Data and/or Output records and we may also discontinue, establish or change limits concerning use of the Site or the Services without notice. You may reject changes by discontinuing your use of the Site and Services. Your continued use of the Site or Services will constitute as your acceptance of and agreement to such changes.

We may block access to the Site or the Services from any user that we suspect of breaching any term of this Agreement, without derogating from any other right or remedy that we may have by law, equity or otherwise.

4. INTELLECTUAL PROPERTY; TRADEMARKS

All contents included on or incorporated into the Site or Services (excluding Submitted Data) or as made available to you by us from time to time, including all rights related to or arising from the Services, the Output, any literary works, analyses, reports, conclusions, discoveries, text, images, photos, trademarks, service marks, designs, UI, technology, software, trade secrets and any other proprietary materials included and/or used therein, and any and all related content and information (collectively, the “Content”), is and remains solely our property and/or our affiliates and is protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws.

This Agreement does not confer to you any right of ownership in the Content, Site or Services or any part thereof other than the license to use the Services and Output as explicitly stated above. You acknowledge that subject to Section 7, the Site, Services and the Content (excluding User Data) including any and all enhancements, modifications, derivatives, emulations of the aforementioned, and any and all rights, including intellectual property rights worldwide in connection therewith, are proprietary in nature and are and shall continue to be owned exclusively by CloudWize and/or its affiliates.

“CloudWize” and all logos and other proprietary identifiers used by CloudWize in connection with the Site and/or the Services, (“CloudWize Trademarks”) are all trademarks and/or trade names of CloudWize, whether or not registered. All other trademarks, Site and Services marks, trade names and logos which may appear on or with respect to the Site and/or the Services, belong to their respective owners (“Third-Party Marks”). No right, license, or interest to CloudWize Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to CloudWize Trademarks or the Third-Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein or by the relevant owners of such Third-Party Marks.

You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of CloudWize and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Site and/or the Services, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of CloudWize marks and logos, whether registered or not.

5. USER CONDUCT; RESTRICTION ON USE

In connection with your use of the Site and the Services, you agree to abide by all applicable local, state, national and international laws and regulations and You may not, whether by yourself or anyone on your behalf, nor allow or facilitate a third party to:

• use the Services and/or the Output or any part thereof for any purpose or in any manner not explicitly authorized hereunder.
• violate any rights of others or the operational or security mechanisms of the Services.
• except as expressly permitted herein, copy, modify, distribute, display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Site and/or the Services and/or the Content, or any parts thereof, including, without limitation, any materials and logos, for any purpose.
• make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Site or the Content;
• create a browser or border environment around the Site and/or Content, link, including in-line linking, to elements on the Site or Services, such as images, posters and videos, and/or frame or mirror any part of the Site, unless as expressly permitted hereunder;
• transmit, distribute, display or otherwise make available through or in connection with the Site or Services any content, including any User Data, which may infringe third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content;
• transmit or otherwise make available in connection with the Site, and/or use the Services to distribute and/or otherwise transmit malicious code or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
• interfere with or disrupt the operation of the Site and/or the Services, or the servers or networks that host the Site and/or the Services or make the Site and/or the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
• use the Site and/or the Services for and/or in connection with any form of spam, unsolicited mail or similar conduct;
• bypass any measures which may be used to prevent or restrict access to the Site and/or the Services and/or certain functionalities therein;
• use the Content and/or the Site and/or the Services for any illegal, immoral or unauthorized purpose;
• access and/or use any Services and/or the Content provided therein in order to build a competitive product or service;
• infringe or violate any of the terms and conditions of this Agreement.

6. MINORS

You represent that you are at least thirteen (13) years of age. We reserve the right to require you at any stage to provide proof of age, so that we can verify that only eligible users are using the Service. In the event that it comes to our knowledge that a person is using the Service who is under the age of thirteen (13), we reserve the right to prohibit and block such user from accessing the Service and will make all efforts to promptly delete any of your Personal Information (as such term is defined in our Privacy Policy here: https://cloudwize.io/privacy-policy).

7. USER DATA

CloudWize is committed to protect the information that you share with it and to ensure that data for which you are responsible is treated and handled in a confidential manner.

CloudWize may collect, store, transfer and use certain data and information submitted by you to CloudWize through the use of the Site and/or the Services, including without limitation, the Submitted Data and information required for registration process (the “User Data”), all pursuant to the provisions of our Privacy Policy. Without derogating from any other provision hereunder, CloudWize may transfer or provide such User Data to external third parties as necessary to provide the Services.

With the exception of the personal contact information data, required by us and provided by you, in connection with the Services’ registration process, you hereby represent and warrant that the Submitted Data and/or User Data does not and shall not through-out your use of the Services, include any information which may be deemed Personal Information, as such term is defined in the Privacy Policy or under any applicable law, or any information which is related to children under the age of 13, or any health, financial, or insurance data or other data subject to specific regulatory or statutory protection regimes, including without limitation information which is regulated under the Children Online Privacy Protection Rule (COPPA) and the Health Insurance Portability and Accountability Act (HIPAA). Without derogating from the aforementioned, and in the event that your Submitted Data and/or User Data includes any information, which may be deemed as personally identifiable information under any applicable law, you hereby represent and warrant that you have provided sufficient notices and obtained necessary or advisable consents required from any party and have otherwise the lawful basis upon which to share the personally identifiable information with CloudWize and make any and all uses as otherwise contemplated under this Agreement.  You agree (i) to provide, maintain and promptly update the User Data submitted in the registration process to the Site or Services and to keep it accurate, current and complete; (iii) to maintain the security of any confidential User Data and any other security or access information used by you to access the Site or Services; and (iv) to remain at all times fully responsible for all activities that occur in connection with your User Data; (v) that Submitted Data does not contain any of your confidential or trade secret information; and (vi) that, in the event that you provide any third parties’ data and information, you have obtained all necessary consents to do so. You shall indemnify CloudWize and its respective officers, directors, employees and representatives (the “Indemnified Parties”) for any liabilities, claims, alleged claims, loss and damages (of every kind, whether known or unknown and suspected or unsuspected), and including reasonable attorney’s fees, resulting from any third-party claim against the Indemnified Parties in connection with the breach of your representation and warranty under this Section 7.

8. YOUR CONTRIBUTIONS TO THE SITE OR THE SERVICES

In the event you provide us, or post on or through the Services or the Site, any suggestions, material, ideas, comments or other feedback relating to the Site and/or the Services and/or the Content, including without limitation, the Output (“Feedback”), you agree that we may, in our sole discretion, use any Feedback in any way, including without limitations in future modifications of the Services or advertising and promotional materials relating thereto. You hereby grant us and our successors a perpetual, worldwide, non-exclusive, transferable, non-revocable, sub-licensable, royalty-free license to un-restrictedly use, modify, create derivative works from, distribute and display any of your Feedbacks, without compensation, liability or notice to you. No portion of your Feedback shall be subject to any obligation of confidence on our part, and you should expect no privacy with respect to your Feedbacks, except for Personal Information that is subject to our Privacy Policy and is not made publicly available by you.

You warrant that (i) you are the author and owner of the intellectual property rights to your Feedbacks or have the appropriate license and sublicense rights from the owner, and (ii) all “moral rights” that you may have in your Feedbacks have been voluntarily waived by you.

9. PRIVACY POLICY

Certain information about you or collected on your behalf, including the User Data, is subject to our Privacy Policy, available at https://cloudwize.io/privacy-policy. By accessing the Site and/or using the Services you consent to the collection and use of information as described herein and/or in our Privacy Policy, as may be amended by us from time to time.

10. DISCLAIMER OF ALL WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE, THE SERVICES, ANY OF OUR USERS’ SUBMITTED DATA AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE OUTPUT, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES. CLOUDWIZE (ON BEHALF OF ITSELF AND ITS SUBCONTRACTORS) DISCLAIMS ANY RESPONSIBILITY FOR ANY LOSS OR HARM CAUSED IN CONNECTION WITH OR RESULTING FROM YOUR USE OF OR RELIANCE ON THE SERVICES, ANY OF OUR USERS’ SUBMITTED DATA AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE OUTPUT.

THIS SITE, THE SERVICES, ANY OF OUR USERS’ SUBMITTED DATA AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, THE SERVICES ANY OF OUR USERS’ SUBMITTED DATA AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE OUTPUT, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS SITE, THE SERVICES AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE OUTPUT, WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SITE, THE SERVICES, ANY OF OUR USERS’ SUBMITTED DATA AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE OUTPUT, IN TERMS OF THEIR CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE. WE MAKE NO WARRANTY THAT THE OUTPUT WILL BE GENERATED FOR EACH FILE IN THE SUBMITTED DATA OR THAT IT WILL COMPLETE ANY ANALYSIS WITHIN ANY PARTICULAR TIME FRAME OR AT ALL. CLOUDWIZE DOES NOT ASSURE THAT THE OUTPUT WILL BE ACCURATE OR THAT CLOUDWIZE WILL DETECT ANY MALICIOUS DATA OR BEHAVIOR.   

11. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING (I) ARISING OUT OF THE USE OR THE INABILITY TO USE THIS SITE OR THE SERVICES, (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (III) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THIS SITE OR THE SERVICE, INCLUDING WITHOUT LIMITATION, THE OUTPUT, UNAUTHORISED ACCESS, USE OR ALTERATION OF YOUR SUBMITTED DATA OR CONTENT, OR (IV) CONTENT, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, you agree that our aggregate liability shall not exceed the amount of US$1.00.

Subject to applicable law, you agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you or anyone at your behalf, arising out of or related to use of the Services or to the Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12. YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT, (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THIS SITE, THE SERVICES, ANY OF OUR USERS’ SUBMITTED DATA AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE OUTPUT; (III) YOUR FEEDBACK; (IV) YOUR USE OF, RELIANCE ON OR ACCESS TO ANY THIRD PARTY SOFTWARE, APPLICATIONS OR DATA RESULTING FROM YOUR USE OF THE SITE OR THE SERVICES; (V) ANY RIGHTS OF A THIRD PARTY WITH REGARD TO YOUR SUBMITTED DATA, INCLUDING PRIVACY OR INTELLECTUAL PROPERTY RIGHTS. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

13. We may change the terms of this Agreement or the Services at any time and in our sole discretion. If we make any material changes to this Agreement, we will post a notice of these changes on our Site. If you do not agree to the new or different terms, you should not use the Site or the Services.

14. GOVERNING LAW

Your use of the Site or the Services may be subject to local, state, national, and international laws. By visiting or using the Site, the Services and any part thereof, you expressly agree that this Agreement will be governed by Israeli law without regard to its choice of law or conflicts of law principles. You expressly consent to the exclusive jurisdiction and venue in the courts in Tel Aviv, Israel, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.

15. These Terms shall be governed by and construed in accordance with the laws of the State of Israel exclusive of its conflict of laws principles.  Any dispute relating to these Terms will be exclusively resolved in the applicable courts located in Tel Aviv, Israel.  The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to these Terms.  CloudWize may seek immediate relief at law or in equity for any breach by Customer in any appropriate court.

The provisions of Section 4 (Intellectual Property), Section ‎5 (User Conduct; Restriction on Use), Section 6 (Minors), Section 9 (Privacy Policy, including the Privacy Policy referred to therein), Section 10 (Disclaimer of all Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification) and Section 15 (Miscellaneous), will survive the termination or expiration of these Terms including any provision meant to survive such termination or expiration or any rights accrued prior thereto.