Thank you for using CloudSoul!

1. General terms

1.1 Your use of the Services is governed by this Agreement (the “Agreement”). “CloudSoul” means CloudSoul S.à r.l., RCS Luxembourg B288476, VAT LU35952049, registered office at 9 Rue du Laboratoire, L-1911 Luxembourg, Grand Duchy of Luxembourg, and any of its affiliates involved in providing the Services. The “Services” means the CloudSoul Platform (Compliance Core and Security Operations), the one-off Security Report, the website at cloudsoul.net, and any other software, content, or services offered by CloudSoul in connection with any of the foregoing.

1.2 In order to use the Services, you must first agree to these Terms of Use (the “Terms”). You can agree to the Terms by signing an Order Form, by clicking to accept where presented, or by actually using the Services. You understand and agree that CloudSoul will treat your use of the Services as acceptance of the Terms from that point onwards.

1.3 You agree that purchases of Services are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by CloudSoul or any of its affiliates regarding future functionality or features.

2. Use of the Services

2.1 You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any individual user (each, an “Authorised User”) who is provisioned with an account under your account (an “Authorised User Account”). You may not make account access credentials available to third parties, share individual login credentials between multiple users, or resell or lease access to your account or any Authorised User Account. You will promptly notify us if you become aware of any unauthorised access to or use of your account or our Services.

2.2 You agree not to (a) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by CloudSoul, unless you have been specifically allowed to do so in a separate agreement with CloudSoul, or (b) engage in any activity that interferes with or disrupts the Services or the servers and networks which are connected to the Services.

2.3 Your use of the Services must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software.

3. Services policies and privacy

3.1 You agree to comply with the CloudSoul Acceptable Use Policy available at cloudsoul.net/policies/acceptable-use (the “Acceptable Use Policy”), which is incorporated herein by this reference and which may be updated from time to time.

3.2 The Services shall be subject to the privacy policy available at cloudsoul.net/policies/privacy. You agree to the use of your data in accordance with such privacy policy. Where CloudSoul processes personal data on your behalf as part of the Services, the parties shall be bound by a Data Processing Agreement (DPA) entered into separately or incorporated by reference into the Order Form.

3.3 CloudSoul shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime (of which you will be given reasonable notice), or any unavailability caused by circumstances beyond CloudSoul’s reasonable control, including without limitation acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving CloudSoul employees), Internet service provider failures or delays, or denial-of-service attacks.

3.4 CloudSoul operates the Services from infrastructure located within the European Union. Customer data is hosted in an EU region. Specific service-level commitments and security operations response targets, where applicable, are set out in the Order Form.

4. Term, payment and renewal

4.1 The CloudSoul Platform subscription is offered on an annual contract basis with monthly billing. Unless otherwise stated in your Order Form, the initial subscription term begins on the date you sign the Order Form (the “Effective Date”) and continues for twelve (12) months (the “Initial Term”). The one-off Security Report is billed at the time of order.

4.2 At the end of the Initial Term, your subscription will automatically renew for successive one-year periods (each, a “Renewal Term”) unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.

4.3 You agree to pay all fees charged to your account (“Fees”) according to the prices and terms on the Pricing Page (cloudsoul.net/pricing) or as otherwise stated in an Order Form. Price changes on the Pricing Page will be effective immediately for all price decreases or changes made for legal reasons. All other price changes will be effective at the start of your next Renewal Term, provided we have given you at least thirty (30) days’ notice. We have the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. You authorise us and our third-party payment processors to charge the payment method provided on your account on the agreed-upon periodic basis. Fees are payable in euros and are due upon invoice issuance, unless otherwise agreed in an Order Form. Payments are non-refundable except as provided in the CloudSoul Refund Policy at cloudsoul.net/policies/refund or in this Agreement.

4.4 Unless otherwise stated, CloudSoul’s Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If CloudSoul has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide CloudSoul with a valid tax-exemption certificate authorised by the appropriate taxing authority. CloudSoul is solely responsible for taxes assessable against it based on its income, property, and employees.

4.5 If any charge owed by you is thirty (30) days or more overdue, CloudSoul may, without limiting its other rights and remedies, suspend your access to the Services until such amounts are paid in full, provided we have given you ten (10) or more days’ prior notice that your account is overdue. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, or the maximum permitted by law, whichever is lower.

4.6 To dispute an invoice, you must contact info@cloudsoul.net within thirty (30) days of issuance.

5. Customer data

5.1 Customer Data. “Customer Data” means any data, content, configuration, telemetry, logs, alerts, business and IT profile information, files, and other information you or your Authorised Users provide to or generate through the Services, including data ingested from your systems for the purpose of detection, monitoring, response, evidence collection, and reporting. As between you and CloudSoul, you retain all ownership rights in Customer Data.

5.2 Our role and use of Customer Data. CloudSoul will process Customer Data on your behalf and only as necessary to (a) provide, secure, and operate the Services; (b) prevent, detect, and respond to security incidents, abuse, fraud, and threats to you, to other customers, and to the Services; (c) comply with applicable law and lawful requests from authorities; and (d) enforce CloudSoul Policies. To the extent CloudSoul acts as a processor of personal data on your behalf, processing is governed by the DPA referenced in Section 3.2.

5.3 Improvement of the Services. CloudSoul does not sell Customer Data and does not use Customer Data to train or improve products of third parties. We may use aggregated and de-identified operational metadata (which does not identify you, your Authorised Users, your customers, or any individual) to operate, secure, and improve detection, response, and the overall quality of the Services.

5.4 Your responsibilities. You are responsible for all Customer Data and represent and warrant that you have all rights, licences, and permissions required to provide it to the Services and to authorise the processing described in this Agreement. You are responsible for the accuracy and lawfulness of Customer Data and for the actions and omissions of your Authorised Users.

5.5 Sub-processors. CloudSoul uses a limited number of vetted sub-processors to provide the Services. The current list of sub-processors and the mechanism for change notifications are made available through the CloudSoul Trust Centre or on request at info@cloudsoul.net.

5.6 Return and deletion. Upon termination or expiration of this Agreement, CloudSoul will, on your written request received within thirty (30) days of the effective date of termination, make Customer Data available to you for export in a commonly used format. After such period, or absent a request, CloudSoul will delete Customer Data from active production systems within thirty (30) days, subject to retention required by law and to standard backup cycles, after which residual copies are overwritten in the ordinary course.

6. Proprietary rights

6.1 You acknowledge and agree that CloudSoul (or CloudSoul’s licensors) own all legal right, title, and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). This includes, without limitation, all detection logic, rule sets, playbooks, methodologies, dashboards, software, models, and platform interfaces that comprise the Services.

6.2 Except as expressly provided in Section 8, CloudSoul acknowledges and agrees that it obtains no right, title, or interest from you (or your licensors) under these Terms in or to any Customer Data, including any intellectual property rights which subsist in that Customer Data. Unless you have agreed otherwise in writing with CloudSoul, you are responsible for protecting and enforcing those rights, and CloudSoul has no obligation to do so on your behalf.

7. Licence from CloudSoul and restrictions

7.1 CloudSoul hereby grants you a personal, worldwide, royalty-free, non-assignable, and non-exclusive licence to access and use the Services and any software provided to you by CloudSoul as part of the Services, for the sole purpose of using the Services in the manner permitted by this Agreement during the applicable subscription term.

7.2 You may not (and may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or any part thereof, including any detection logic, rule sets, or playbooks, unless this is expressly permitted or required by law, or unless you have been specifically granted permission to do so by CloudSoul; (b) attempt to disable or circumvent any security mechanisms used by the Services; or (c) use the Services in violation of the Acceptable Use Policy.

8. Licence from You

8.1 CloudSoul claims no ownership or control over Customer Data. You retain all rights you already hold in Customer Data. By submitting Customer Data to the Services, you grant CloudSoul a worldwide, royalty-free, and non-exclusive licence to host, store, transmit, process, display, and modify Customer Data solely as necessary to provide the Services to you in accordance with this Agreement.

8.2 You may choose to (or we may invite you to) submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, will not place CloudSoul under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and to disclose the Idea on a non-confidential basis or otherwise to anyone.

8.3 You agree that CloudSoul may use your trade names, trademarks, service marks, logos, and domain names, in customer lists, on its website, and in financial reports for the purpose of identifying you as a CloudSoul customer. Any other marketing use will be agreed with you in advance.

9. Modification and termination

9.1 CloudSoul is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which CloudSoul provides may change from time to time without prior notice to you. Material adverse changes to the Services will not take effect during a paid subscription term except where required by law or for security reasons.

9.2 The term of this Agreement begins on the earlier of (a) your online acceptance of these Terms, (b) the Effective Date of an Order Form, or (c) the date you first use the Services, and continues until terminated in accordance with this Section 9 (the “Term”).

9.3 Either party may terminate this Agreement on written notice (a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach, or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings. CloudSoul may also suspend your or any Authorised User’s access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (iii) for repeated or material violations of the CloudSoul Policies. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination, where doing so is consistent with the security of the Services and applicable law.

9.4 Non-renewal. Either party may elect not to renew the subscription by giving the other written notice of non-renewal at least thirty (30) days before the end of the then-current term, in accordance with Section 4.2.

9.5 Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect, including confidentiality obligations, limitations of liability, and disclaimers. Customer Data return and deletion are governed by Section 5.6.

10. Warranties

10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT CLOUDSOUL’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

10.3 CLOUDSOUL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLOUDSOUL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, OR (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

11. Limitation of liability

11.1 SUBJECT TO SECTION 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLOUDSOUL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFIT, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

11.2 SUBJECT TO SECTION 10.1, CLOUDSOUL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN ANY TWELVE (12) MONTH PERIOD SHALL NOT EXCEED THE FEES PAID BY YOU TO CLOUDSOUL UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 THE LIMITATIONS ON CLOUDSOUL’S LIABILITY IN THIS SECTION 11 SHALL APPLY WHETHER OR NOT CLOUDSOUL HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF ANY SUCH LOSSES.

12. Indemnification

12.1 CloudSoul agrees to indemnify you against any losses or damages finally awarded against you incurred in connection with a third-party claim alleging that your use of the Services, in accordance with this Agreement, infringes or misappropriates any EU patent, copyright, or trade secret of such third party, provided that you (a) provide prompt written notice of such claim to CloudSoul, (b) grant CloudSoul the sole right to defend such claim, and (c) provide to CloudSoul all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, CloudSoul may, at its sole option, (i) revise the Services so that they are no longer infringing, (ii) obtain the right for you to continue using the Services, or (iii) terminate the Agreement upon ten (10) days’ notice and refund any pre-paid Fees covering the remainder of the then-current term after the effective date of termination.

12.2 You agree to hold harmless and indemnify CloudSoul, its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, and partners (collectively “CloudSoul and Partners”) from and against any third-party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services in violation of this Agreement, (c) your violation of applicable laws, rules, or regulations in connection with the Services, or (d) your Customer Data, including any liability or expense arising from claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys’ fees, of every kind and nature. CloudSoul will provide you with written notice of any such claim, suit, or action.

13. Other content or resources

13.1 The Services may include hyperlinks to other websites, content, resources, or email content. CloudSoul has no control over any websites or resources provided by companies or persons other than CloudSoul.

13.2 You acknowledge and agree that CloudSoul is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such websites or resources.

13.3 You acknowledge and agree that CloudSoul is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on or available from such websites or resources.

14. Changes to the Terms

14.1 CloudSoul may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account. Material adverse changes affecting paid customers will not take effect during the then-current paid subscription term except where required by law or for security reasons.

14.2 You understand and agree that if you use the Services after the date on which the Terms have changed, CloudSoul will treat your use as acceptance of the updated Terms.

15.1 The Terms, including all Order Forms and any DPA entered into between the parties, constitute the entire legal agreement between you and CloudSoul and govern your use of the Services (excluding any services which CloudSoul may provide to you under a separate written agreement), and completely replace any prior agreements between you and CloudSoul in relation to the Services.

15.2 There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership, or joint venture.

15.3 If CloudSoul provides you with a translation of the English-language version of these Terms, the English-language version will control if there is any conflict.

15.4 You agree that CloudSoul may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. By providing CloudSoul your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

15.5 You agree that if CloudSoul does not exercise or enforce any legal right or remedy which is contained in the Terms (or which CloudSoul has the benefit of under any applicable law), this will not be taken to be a formal waiver of CloudSoul’s rights, and that those rights or remedies will still be available to CloudSoul.

15.6 The Terms, and your relationship with CloudSoul under the Terms, shall be governed by the laws of the Grand Duchy of Luxembourg, without regard to its conflict-of-laws provisions. You and CloudSoul agree to submit to the exclusive jurisdiction of the courts located within the Grand Duchy of Luxembourg to resolve any legal matter arising from the Terms.

15.7 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Services upon written notice to the assigning party.

15.8 Contact. Questions about these Terms can be sent to info@cloudsoul.net.