Terms and Conditions
1.1 Welcome to Cloud Crocodile!
If you are reading this, you have already decided to use cloud crocodile to help manage your cloud. This agreement (which we also call terms and conditions) describes your responsibilities and ours to ensure your cloud runs as smoothly as possible.
1.2 How to contact us
The easiest way to contact us is by email at: team@cloudcrocodile.com.
Our registered office address is: 282 Horton Road, Slough, Berkshire, United Kingdom SL3 9HN.
1.3 Some Definitions
When we refer to “you” or “your,” we mean one of our customers.
If an account has multiple users, “you” means all account holders.
“We”, “our,” or “us” means Cloud Crocodile LTD.
“3rd party cloud hosting account” refers to the cloud hosting that you connect with us.
1.4 Transferring rights and responsibilities
You may not transfer any responsibilities or rights under this agreement. We may transfer all or any of our responsibilities or rights under this agreement. Still, only someone we reasonably consider will treat you fairly and is capable of performing our responsibilities under this agreement to the same standard we do.
1.5 Use of service
By signing up for our service on this website, or when paying for one of our services, entering your details, or agreeing to a demonstration of our services, you agree to abide by the following terms and conditions governing the use of our online service. If you enter into this agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions. In which case, “you” or “your” shall refer to such entity. If you do not have the authority or disagree with the terms and conditions, you must not proceed or use the service.
1.6 Our Services
As part of the service, Cloud Crocodile Limited will provide you with our browser interface, connection to some 3rd party products, web services access, data encryption, transmission, access, and storage.
2. Privacy
As part of our services, we reserve the right to modify our privacy policy at our reasonable discretion from time to time.
After completing your registration, you will be asked whether or not you wish to receive marketing and other non-critical service-related communications from Cloud Crocodile. You may opt-out of receiving such communications at any subsequent time in your settings or via the unsubscribe link from such communication. As the service is a hosted online application, we may need to notify you (whether or not you have opted out as described above) of important announcements regarding the operation of the service. Our full privacy policy is available here: https: //cloudcrocodile.com/privacy-policy/
3. License Grand & Restrictions
We grant a non-exclusive, non-transferable, worldwide right to use the Service solely for your purposes, subject to the terms and conditions of this agreement. All rights not expressly granted to you are reserved by us unless explicitly granted.
You shall not i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the service or the content in any way. ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server, wireless or Internet-based device; or (iv) reverse engineer or access the Service to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual user. Still, they may be re-assigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children; (iii) send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
4. Your Responsibilities
You are responsible for all activity occurring under your 3rd party cloud hosting accounts and your account with us. You shall abide by all applicable local, county/state, national and foreign laws, treaties, and regulations in connection with your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate another Cloud Crocodile user or provide false identity information to gain access to or use the Service.
Following the connection of your cloud crocodile account to your 3rd party cloud hosting account, it will still be your responsibility to maintain and apply changes to your 3rd party cloud hosting account. We recommend that our customers keep an eye on our billing dashboard to ensure that if there is any query related to our service, you can report this to us so that we can resolve any concerns before your billing date. Our bill will typically be charged on a percentage rate agreed at the point of payment based on historical and current cloud cost, and it is your responsibility to make this payment on the agreed billing date to retain access to the Cloud Crocodile service. You will remain fully responsible for your 3rd party cloud hosting account. It is your responsibility to be aware that cloud crocodile will take actions such as but not limited to turning on, turning off, hibernating, and provisioning of 3rd party cloud hosting account services for the purposes of reporting on and optimise your cloud cost, which may incur additional charges and affect your 3rd party cloud hosting services and associated bill.
5. Account Information and Data
We will make our best endeavors to ensure the availability, cost efficiency, and security of your 3rd party cloud hosting account and our service. We will retrieve data from your 3rd party cloud hosting account to enable the services necessary to optimise your 3rd party cloud hosting account. In the unlikely case where Data or services are lost because of software or hardware malfunction, we take no responsibility whatsoever, whether implied or otherwise, for the loss or malfunction of our services or the 3rd Party Cloud hosting account services.
In the event, this Agreement is terminated (other than because of your breach), we will make our best endeavors to return the services that we have altered in your 3rd Party Cloud hosting account to their previous configuration.
We reserve the right to withhold, remove and/or discard your Cloud Crocodile Customer Data without notice for any breach, including, without limitation, your non-payment. Where services are free, we reserve the right to withhold this at any time. Upon termination for cause, your right to access or use our service immediately ceases, and we shall have no obligation to maintain any data or services we offer. During your use of the Service, we will archive certain information and keep some usage and statistical information. In all cases, we reserves the right to delete archived, usage, and statistical data irretrievably once it is older than three (3) months.
6. Intellectual Property Ownership
Cloud Crocodile limited (and its licensors, where applicable) shall own all rights, title and interests, including all related Intellectual Property Rights, in and to our Technology, the Content, and the Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to our Service, Technology or Intellectual Property Rights.
7. Third-Party Interactions
During the use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable third party. Cloud Crocodile and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between you and any such third party. Cloud Crocodile does not endorse any sites on the Internet that are linked through the Service. Cloud Crocodile provides these links to you only as a matter of convenience, and in no event shall Cloud Crocodile or its licensors be responsible for any content, products, or other materials on or available from such sites. Cloud Crocodile provides the Service to you according to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware, or services may require your agreement to additional or different licenses or other terms before your use of or access to such software, hardware, or services.
8. Charges and Payment of Fees
You shall pay all fees or charges on your account following the ongoing fees, charges, and billing terms in effect at the time a fee or charge is due and payable to maintain access to our services. The amount payable will be, in some cases, based on your 3rd party cloud hosting account cost, which we may access via API at any time, including when you connect your 3rd party cloud hosting account. Our understanding of your 3rd party cloud hosting account cost accessed via APIs shall be made available to you when it affects your fee or charge.
We will, in some cases, where a fee is calculated using the cost you incur through your 3rd party cloud hosting account cost, scan your configuration to determine how you have configured your 3rd party cloud hosting account at the point of connection with our service and further simulate or project how much it would cost to maintain your 3rd party cloud hosting account services availability with such configuration, including but not limited to your need to provide additional resources in keeping with such configuration to accommodate any increase in usage over time. We may compare the simulated or projected costs of how much your 3rd party cloud hosting account would have cost you to the understanding we gain of your 3rd party cloud hosting account cost accessed via APIs in order to interpret your fee or charge over time. We reserve the right to adjust how we calculate the simulated or projected cost at any time.
We may charge Adhoc or on an agreed billing schedule for additional services such as but not limited to additional user licenses, technical support, or specific requests.
Payments may be made, in arrears or in advance, monthly, consistent with the Initial Term (the first License Term), or as otherwise mutually agreed upon. You are responsible for paying for all User Licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Cloud Crocodile with a valid credit card or approved purchase order information as a condition of signing up for the Service. An authorised License Administrator may add User Licenses. Cloud Crocodile reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by email. All pricing terms are confidential, and you agree not to disclose them to any third party. Any and all fees paid in advance are not refundable if you cease to use the Service. All invoices shall be paid and cleared at our bank within (7) seven days of receipt. You agree to a minimum term of 1-month term when choosing to pay for our services. The agreed monthly payments will commence on completion of the initial set up and will run until further notice. After the initial 1-month minimum period has expired, the client may cancel the contract by giving Cloud Crocodile notice to terminate in writing or by unsubscribing in your settings area.
To help protect and maintain the high quality of our service and our work, we would ask you to take note of the following statement: IF PAYMENT IS NOT RECEIVED AND CLEARED BY THE DUE DATE INDICATED ON ANY INVOICE ISSUED BY Cloud Crocodile, WE RESERVE THE RIGHT TO RETURN YOUR 3RD PARTY CLOUD HOSTING ACCOUNT CONFIGURATION TO ITS PREVIOUS SETTINGS AND UNDO THE WORK OF CLOUD CROCODILE, APPLY PENALTY CHARGES PERMISSIBLE UNDER THE PROVISION OF ‘THE LATE PAYMENT OF COMMERCIAL DEBTS ACT (1998) AND WE ALSO RESERVE THE RIGHT TO FORWARD ANY OUTSTANDING INVOICE TO OUR COLLECTION SERVICES PARTNER, FOR FORMAL BUT PROFESSIONAL, COLLECTION ACTIVITY.
9. Limits and Excess Fees
Where Cloud Crocodile identifies a need to apply excess fees or limits to your account, we will give you 30 days prior notice of these.
10. Billing and Renewal
Cloud Crocodile charges and collects in arrears or in advance for the use of the Service, which will be communicated at the point of payment. Cloud Crocodile will automatically renew the License Term and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current plan fee plus any excess User licenses times the user license fee in effect during the prior term unless Cloud Crocodile has given you at least 30 days prior written notice of a fee change, which shall be effective upon renewal and after that. Fees for other services will be charged on an as-quoted basis. Cloud Crocodile’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide Cloud Crocodile with complete and accurate billing and contact information. This information includes your legal company name, street address, email address, and name and telephone number of an authorized billing contact and License Administrator if requested. You agree to update this information within 30 days of any change. If the contact information you have provided is false or fraudulent, Cloud Crocodile reserves the right to terminate your access to the Service and any other legal remedies.
Unless Cloud Crocodile, in its discretion, determines otherwise: Clients will be billed in Pounds Sterling and governed by the prevailing exchange rate on the payment due date”). If you believe your bill is incorrect, you must contact us in writing within seven (7) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
11. Non-Payment and Suspension
In addition to any other rights granted to Cloud Crocodile herein, Cloud Crocodile reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Access to the Cloud Crocodile interface will be suspended immediately if an invoice is delinquent by twenty-eight (28) days and is re-enabled when such delinquent invoices are paid in full. Cloud Crocodile reserves the right to suspend our services if delinquent invoices are thirty-five (35) days overdue, terminate your usage, and return your 3rd party cloud hosting account configuration if delinquent invoices are forty-two (42) days overdue. Delinquent invoices are subject to interest of 6.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collection expenses. You will continue to be charged for User licenses during any suspension period. If you or Cloud Crocodile initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Cloud Crocodile may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Cloud Crocodile reserves the right to impose a reconnection fee if you are suspended and request access to the Service thereafter. You agree and acknowledge that Cloud Crocodile has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
12. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term (the first License Term) will be as you elect during the online subscription process or as otherwise mutually agreed upon. Your obligation to pay for the service begins from the Effective Date, and invoices must be paid according to the current payment terms. Access to the Administration interface will be suspended immediately if any invoice related to the ‘Service’ is delinquent. Upon the expiration of the Initial Term, this Agreement will automatically renew for a successive License Term equal in duration to the Initial Term (or one year, if the Initial Term is more significant than one year) at Cloud Crocodile’s then current fees, and payable in advance. Either party may terminate this Agreement or reduce the number of User licenses, effective only upon the expiration of the then-current License Term, by notifying the other party in writing at least thirty (30) days before the date of the invoice for the following term. In the case of free access, notifications provided through the Service indicating the remaining number of days of the free access shall constitute notice of termination. If this Agreement is terminated (other than because of your breach), Cloud Crocodile will make a file of your Cloud Crocodile Customer Data available within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Cloud Crocodile has no obligation to retain your Customer Data and may delete such Customer Data irretrievably more than 30 days after termination.
13. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Cloud Crocodile Technology or Cloud Crocodile Service will be deemed a material breach of this Agreement. In its sole discretion, Cloud Crocodile may terminate your password, account, or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Cloud Crocodile may terminate a free account at any time in its sole discretion. You agree and acknowledge that Cloud Crocodile has no obligation to retain your Customer Data and may delete your Customer Data if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of the such breach.
14. Subscribing to Extra Services
As part of the Service, you can subscribe to extra features where such additional modules are described on the Cloud Crocodile website. Each service may have a fixed monthly charge as well as usage charges. When usage charges apply, these will be calculated automatically and billed at the end of each calendar month or as mutually agreed based on the current Cloud Crocodile pricing.
15. Marketing
You grant Cloud Crocodile the right to display your brand, including company’s name and logo, on its website and other marketing communications.
16. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Cloud Crocodile presents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the documentation we provide under regular use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
17. Mutual Indemnification
You shall indemnify and hold Cloud Crocodile, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of your Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Cloud Crocodile(a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Cloud Crocodile of all liability and such settlement does not affect Cloud Crocodile’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Cloud Crocodile shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, legal representatives and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, patents issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Cloud Crocodile of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Cloud Crocodile; provided that you (a) promptly give written notice of the claim to Cloud Crocodile; (b) give Cloud Crocodile sole control of the defence and settlement of the claim (provided that Cloud Crocodile may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Cloud Crocodile all available information and assistance; and (d) have not compromised or settled such claim. Cloud Crocodile shall have no indemnification obligation, and you shall indemnify Cloud Crocodile according to this Agreement for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process(s).
18. Disclaimer of Warranties
EXCEPT FOR WHAT IS STATED IN SECTION 14, Cloud Crocodile AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT EXCEPT FOR WHAT IS STATED. Cloud Crocodile AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Cloud Crocodile AND ITS LICENSORS.
19. Internet Delays
EXCEPT FOR WHAT IS STATED IN SECTION 14, Cloud Crocodile’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Cloud Crocodile IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
20. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21. Local Laws and Export Control
Cloud Crocodile and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, United Kingdom, or Australia, you are solely responsible for compliance with all applicable laws, including without limitation, export and import regulations of other countries. Any diversion of the Content contrary to United States, UK, or Australian law is prohibited. None of the Content, nor any information acquired through the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects unless specifically authorised by the United Kingdom, United States of America, or Australian Governments’ for such purposes.
22. Notice
Cloud Crocodile may give notice by means of a general notice on the Service, electronic mail to your email address on record in Cloud Crocodile account information, or by written communication sent by first class mail or pre-paid post to your address on record in Cloud Crocodile’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Cloud Crocodile (such notice shall be deemed given when received by Cloud Crocodile at any time by any of the following: electronic mail to our email address or; electronic submission via one of our website contact forms or; letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to Cloud Crocodile at the following addresses (whichever is appropriate): Cloud Crocodile. 282 Horton Road, Slough, Berkshire, United Kingdom, SL3 9HN in either case, addressed to the attention of Managing Director.
23. Modification to Terms
Cloud Crocodile reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
24. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Cloud Crocodile. Still, it may be assigned without your consent by Cloud Crocodile to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control by you that results or would result in a direct competitor of Cloud Crocodile directly or indirectly owning or controlling 50% or more of your website development and platform shall entitle Cloud Crocodile to terminate this Agreement for cause immediately upon written notice.
25. General
This Agreement shall be governed by the laws of England & Wales, United Kingdom, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the English & Welsh courts located in the United Kingdom. No text or information set forth on any other purchase order, preprinted form, or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. Suppose any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable. In that case, such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Cloud Crocodile due to this agreement or use of the Service. The failure of Cloud Crocodile to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Cloud Crocodile in writing. This Agreement, together with any applicable Order or Proposal, comprises the entire agreement between you and Cloud Crocodile and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
26. Further Definitions
As used in this Agreement and in any Order or Proposal now or hereafter associated herewith: “Agreement” means these online End User Agreement, Terms of Use, any Order or, and any materials available on the Cloud Crocodile website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Cloud Crocodile from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided, retrieved from your 3rd party cloud hosting account or submitted by you to the Service in the course of using the Service; “Effective Date” means the earlier of either the date this Agreement is accepted should the Services be ordered online or agreeing to use the service by entering your payment information, acknowledgement or the date you begin using the Service; “Initial Term” means the first License Term period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is monthly, the Initial Term (and first License Term) is the first month); “Intellectual Property Rights” means un-patented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorised to purchase licenses online to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the order; Order means the the initial subscription for the Service and any subsequent orders generated online or in written form, specifying, among other things, plan agreed, other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order, the terms of this Agreement shall prevail); “User(s)” means you, your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by Cloud Crocodile at your request).