Please read them carefully before using the Service.
When you subscribe to our Services, you abide to provide us with accurate and complete information at all times. You are responsible for maintaining the confidentiality of your login credentials and are fully responsible for any activities under your account. You agree and acknowledge the single of use registered account, and that usage of a single account by multiple users is prohibited. JustCloud may also reserves the right to access any accounts for any technical support.
The original content published on the Website including the features and functionality is owned exclusively by JustCloud.
The content may include but not limited to the following; text, logos, icons, graphics, user interfaces, software, computer code, and many more.
Our Website and Services are protected by copyright, trademark and other intellectual property rights laws.
Our Services are billed on a subscription basis. Using the pay-as-you-go model, our subscription runs on a recurring and periodic basis where you can choose to be billed on a monthly or annual basis.
Your subscription will be automatically renewed at the end of every billing cycle under the exact same conditions, unless you choose to terminate your account with us. You may terminate the use of our Services at any time by providing us with a written notice of at least 30 days prior to the end of your subscription date. JustCloud will not provide any refunds and you are fully responsible for any incurred payment due to late termination notice.
JustCloud, in its sole discretion and at any time, may modify the Subscription fees for the subscription to our Services.
Any subscription fee changes will not affect the current billing cycle and the new rate will only become effective at the next billing cycle.
JustCloud will provide you with a reasonable notice prior to any changes in the subscription fees so you can choose to continue or terminate the use of Services.
We may also offer promotional rates from time to time and we hold the rights to terminate the promotion at any time without prior notice.
This agreement governs your acquisition and use of JustCloud services. When you subscribe for the free trial of JustCloud services, the applicable provisions of this agreement will also govern that free trial unless otherwise stated herein. By accepting this agreement, either by (1) clicking on a box indicating your acceptance,(2) executing an order form that references this agreement, or (3) using free services, you agree to the terms of this agreement. If you are accepting this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or do not agree with these terms and conditions, you must not accept this agreement and may not use any of the services.
JustCloud's direct competitors are prohibited from accessing the Services, except with JustCloud's prior written consent. In addition, the services may not be accessed for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This agreement was last updated on 31 May 2019.
"Account" means any accounts or instances created by or on behalf of Subscriber or its Agents within the Services.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, whereby “control” for purposes of this definition means direct or indirect ownership, possession or control of more than 50% of the voting interests of the subject entity.
"Agent" means an individual, including those of your Affiliates authorized to use a Service through Your Account as an agent and/or administrator as identified through a unique login.
"Agreement" means this Master Subscription Agreement.
"Beta Services" means JustCloud services or functionality that may be made available for You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
"Content" means information obtained by JustCloud from publicly available sources or its third party content providers and made available to You through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
"Documentation" means any written or electronic documentation, images, video, text or sound specifying the functionalities of the Services or describing Service Plans, as applicable, provided or made available by JustCloud to You.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
"Order Form" means an ordering document or any of Our generated service order forms executed or approved by You with respect to Your Subscription to a Service, which may detail, among other things, the number of Agents authorized to use a Service under Your subscription to a Service and the Service Plan applicable to Your subscription as a Service. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were and original party hereto.
"Purchased Services" means Services that You or Your Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.
"Services" means the products and services that are ordered by You under an Order Form or online purchasing portal, or provided to You free of charge (as applicable) or under a free trial, and made available online by JustCloud.
"User" means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by JustCloud without charge, for whom a Service has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of You, and third parties with which You transacts business.
“We,” “Us”, or “Our” means JustCloud.
“You” or “Your” means the person accepting this Agreement, or, if applicable, the company or other legal entity for which you are accepting this Agreement.
"Your Data" means electronic data and information submitted by or for You to the Services.
JustCloud will (a) make the Purchased Services available to You pursuant to this Agreement and the applicable Order Forms and Documentation, (b) provide applicable JustCloud standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which JustCloud shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond JustCloud's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving JustCloud employees), Internet service provider failure or delay, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to JustCloud's provision of its Services to its customers generally (i.e., without regard for Customer's particular use of the Services), and subject to Your use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form. We reserve the right to make changes to the Services at any time and from time to time, provided, however, that We will not materially decrease the functionality of the Purchased Services during a subscription term. If We make a material change to the Services, We will notify you of such change.
JustCloud will maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Your Data (other than by You or Users). Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, JustCloud will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, JustCloud will thereafter delete or destroy all copies of Your Data in its system or otherwise in its possession or control, unless legally prohibited.
JustCloud will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with JustCloud's obligations under this Agreement, except as otherwise specified in this Agreement.
From time to time, we may invite You to try Beta Services at no charge. You may accept or decline such trial in Your sole discretion. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the date that a version of the Beta Services becomes generally available.
If You register on JustCloud's website for a free trial, JustCloud will make the applicable Service(s) available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by JustCloud in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Any data you enter into the services and any customization made to the services by or for You, during Your free trial will be permanently lost unless you purchase a subscription to the same services as those covered by the trial, purchases applicable upgraded services, or exports such data, before the end of the trial period.
Notwithstanding the "representations, warranties, exclusive remedies and disclaimers" section and "indemnification by JustCloud" section below, during the free trial the services are provided "as-is" without any warranty and JustCloud shall have no indemnification obligations nor liability of any type with respect to the services for the free trial period unless such exclusion of liability is not enforceable under applicable law in which case JustCloud's liability with respect to the services provided during the free trial shall not exceed SGD$1,000.00. Without limiting the foregoing, JustCloud and its affiliates and its licensors do not represent or warrant to you that: (a) Your use of the services during the free trial period will meet Your requirements, (b) Your use of the services during the free trial period will be uninterrupted, timely, secure or free from error, and (c) usage data provided during the free trial will be accurate. Notwithstanding anything to the contrary in the "limitation of liability" section below, you shall be fully liable under this agreement to JustCloud and its affiliates for any damages arising out of Your use of the services during the free trial period, any breach by You of this agreement and any of Your indemnification obligations hereunder.
You shall review the applicable service's documentation during the trial period to become familiar with the features and functions of the services before making a purchase.
Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by JustCloud regarding future functionality or features.
Services are subject to usage limits specified in Order Forms and Documentation. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding JustCloud's efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services promptly upon JustCloud's request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
You will (a) be responsible for User's compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data, the means by which You acquired Your Data, Your use of Your Data with the Services, and the interoperation of any JustCloud Applications with which You use Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify JustCloud promptly of any such unauthorized access or use, (d) use Services only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy, Order Forms and applicable laws and government regulations, and (e) comply with terms of service. Any use of the Services in breach of the foregoing by You or Users that in JustCloud's judgement threatens the security, integrity or availability of JustCloud's services, may result in JustCloud's immediate suspension of the Services, however JustCloud will use commercially reasonable efforts under the circumstance to provide You with notice and an opportunity to remedy such violation or threat prior to any such suspension.
Usage Restrictions You will not (a) make any Service available to anyone other than You or Your Users, or use any Service for the benefit of anyone other than You or Your Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of JustCloud intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or content, other than framing on Your own intranets or otherwise for your own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
You will pay fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and feed paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
You will provide Us with valid and updated updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to JustCloud. If You provide credit card information to Us, You authorizes Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions”. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment”.
If any charge owing by You under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, JustCloud will give You at least 10 days' prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to You.
JustCloud will not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if You are disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
JustCloud's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder. If JustCloud has the legal obligation to pay or collect Taxes for which You are responsible under this section, JustCloud will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, JustCloud is solely responsible for taxes assessable against it based on its income, property and employees.
Subject to the limited rights expressly granted hereunder, JustCloud, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your Users relating to the operation of the Services.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of You includes Your Data; Confidential Information of JustCloud includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional JustCloud services.
As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this “Confidentiality” section. Notwithstanding the foregoing, JustCloud may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-JustCloud Application Provider to the extent necessary to perform JustCloud's obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) We will not materially decrease the overall security of the Services, and (c) the Services will perform materially in accordance with the specifications set forth in the Documentation.
Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Services, as applicable (including applicable security breach notification law).
Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Beta services are provided "as-is", and as available exclusive of any warranty whatsoever. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.
We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Purchased Service infringes or misappropriates such third party's intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly gives us written notice of the Claim Against You, (b) gives Us sole control of the defence and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) gives Us all reasonable assistance, at Our expense. If We receives information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continues use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days' written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by JustCloud, if the Services or use thereof would not infringe without such combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; or (4) a Claim against You arises from Content, or Your breach of this Agreement, the Documentation or applicable Order Forms.
You will defend Us and Our Affiliates against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Services in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly gives You written notice of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense. The above defence and indemnification obligations do not apply if a Claim Against Us arises from Our breach of this Agreement, the Documentation or applicable Order Forms.
This “Mutual Indemnification” section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any third party claim described in this section.
In no event shall the aggregate liability of each party together with all of its affiliates arising out of or related to this agreement exceed the total amount paid by you and your affiliates hereunder for the services giving rise to the liability in the 12 months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit You and Your affiliates' payment obligations under the "fees and payment" section above.
In no event will either party have any liability arising out of or related to this agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages or if a party's or its affiliates' remedies otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
This Agreement commences on the date You first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The subscription pricing for Our Services that covers the basic functionality of JustCloud may increase overtime with reasonable notice given to User of at least 2 months prior to the price increase. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term's per-unit pricing.
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
If this Agreement is terminated by you in accordance with “Termination” section above, We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with the “Termination” section above, You will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve You of your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
The section titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Your Data” will survive any termination or expiration of this Agreement for so long as We retain possession of Your Data.
The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of Singapore and other jurisdictions. Each party represents that it is not named on any Singapore government denied-party list. You shall not permit Users to access or use any Service in violation of any Singapore export law or regulation.
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
This Agreement is the entire agreement between JustCloud and You regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
There are no third-party beneficiaries under this Agreement.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the Singapore courts.
When you fill in our online form to contact us or sign-up for a demo, we will ask for and may collect your full name, work email, contact number, as well as other related information such as your company name and country. We also require you to specify the subject of matters when you decided to contact us for enquiries and anything else that you think will be helpful or relevant to your projects. However, if you sign-up for our free trial or demo, we will not collect any billing information of your credit card unless or until you have decided to engage our Service with a paid subscription. In cases where you respond to our emails, we may also collect any other information that is stated within your email responses to us.
We may share your personal information with our service providers that provide services on our behalf such as website hosting, cloud computing infrastructure, as well as email delivery.
When we do disclose information, we will ensure the security and confidentiality of the Personal Data in compliance with applicable data protection law.
The Personal Data we collect may be used for a variety of purposes. Some specific examples of how we use the information:
However, when we are compelled by law to disclose information, JustCloud will comply with the authorities and share the Personal Data in accordance with the applicable law and regulation or legal process.
We may notify you via email for any material changes to this Policy and a prominent notice will also be posted on our website prior to the change becoming effective.