CIRRUS Customer Agreement
Last revised on: August 30, 2022
IMPORTANT, PLEASE READ CAREFULLY: This Customer Agreement (this “Agreement”) is a legal agreement between You (defined below) and CT4 (defined below), with respect to use of and access to certain Products (defined below) made available to You by CT4 pursuant to this Agreement.
By clicking a box indicating your acceptance, submitting a purchase order in response to a quote from CT4 or its authorized channel partners relating to a Product, accessing or otherwise using a Product, or otherwise affirmatively indicating your acceptance of this Agreement, you: (a) agree to this Agreement on behalf of the organization, company, or other legal entity for which you act (“Customer” or “You”) and (b) represent that You have the authority to bind Customer to this Agreement.
If You do not have such authority or if You do not agree with the terms of this Agreement, do not use the Products.
1. When we say “Authorized User”, we mean any of your employees, officers, contractors, customers, suppliers and any other third party that you permit to access and use the Products.
2. When we say “CT4”, “we”, “our” or “us”, we mean the CT4 entity you contract with and pay fees to or, if you purchased a Subscription (defined below) to or other access right to the Products from a third party partner reseller authorized by CT4 to sell Subscriptions to you (each, a “Reseller”) the CT4 entity your Reseller contracts with and pays fees to. This table shows which CT4 entity you or your Reseller contracts with. The CT4 entity that you contract with is the “Contracting Entity”.
3. “Documentation” means the user manuals, help files, technical manuals, and any other materials provided by or on behalf of CT4 that accompany the applicable Product, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the applicable Product.
4. A “Product” means a product or service made available to you by CT4 as set forth in an Order.
5. “O365 Account” means an Office365 account controlled by you that is to be backed up via a Product.
6. An “Order” is an order form, online order, or other ordering document entered into by you with CT4 or a Reseller that references this Agreement or pursuant to which you are otherwise informed that this Agreement applies to your access to and use of the Products.
7. “Scope Limitations” means the limitations on your and your Authorized Users’ use of the Product, as may be specified in the applicable Order, or as a result of changes you make to the scope of your Subscription via a Product (e.g., the number of O365 Accounts and data storage limitations).
Subscriptions; Access to and Use of Products
8. CT4 provides access to the Products on a subscription basis, which includes automatically recurring payments for periodic charges (each, a “Subscription”).
9. Subject to your compliance with this Agreement, CT4 grants you, during the Subscription Term (defined below), a non-exclusive, non-sublicensable and non-transferable right to allow your Authorized Users to access and use the Products in accordance with the Documentation for your internal business purposes under the terms and conditions stated herein solely in connection with Covered Accounts (defined below) and subject to the Scope Limitations. You may only use the Products for the number of Covered Accounts covered by your Subscription.
10. Except as otherwise expressly permitted in this Agreement, you will not:
- reproduce, modify, adapt or create derivative works of the Products;
- use the Products in violation of any applicable laws or regulations;
- rent, lease, distribute, sell, sublicense, transfer or provide access to the Products to a third party;
- use the Products for the benefit of any third party;
- incorporate any Products into a product or service you provide to a third party;
- interfere with or otherwise circumvent mechanisms in the Products intended to limit your use;
- reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);
- remove or obscure any proprietary or other notices contained in any Product;
- use the Products for competitive analysis or to build competitive products;
- publicly disseminate information regarding the performance of the Products; or
- encourage or assist any third party to do any of the aforementioned activities.
11. Your use of the Products is subject to all additional terms, policies, rules, or guidelines applicable to the Products or certain features of the Products that we may post on or link to from the Products (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
12. CT4 provides access to the Products including multi-tenanted SaaS solutions. Through this fair use policy we seek to ensure an optimal, as well as fair, user experience and support experience for all our customers. CT4 is committed to an up-front, published, simple, transparent subscription pricing model. We don’t set out to tempt customers with low up-front pricing and then “pile on” additional charges for storage etc. We do not charge extra fees for storage or extra hidden charges when the services are used reasonably and normally. However, to maintain that position (the lack of hidden charges) we need to ensure that the provision of our services is not monopolised by a small subset of customers. Ultimately, provision of the Services must be profitable, as well as fair and transparent.
13. That’s why we monitor many Services and technical usage according to a Fair Use Policy. This Fair Use Policy has been created to prevent improper use of the software or abnormal use of Services, so we can offer all our customers an excellent user experience. The Fair Use Policy for our Services comprises, but is not limited to, elements such as support, storage, egress and ingress charges.
14. CT4 does not charge extra costs when the Services are used reasonably and normally. When we determine the scope of Fair Use we take into account your contract, the observed use of more than a thousand Cirrus users, technical advances and the current price rate of all necessary assets. We’ll adjust these values when there is reasonable cause. In general, this will often mean expansion and raising of thresholds and reducing the cost of excessive use, because of lower costs of cloud storage and cloud computing. We will inform you in a timely fashion when these changes affect your costs or use. When we detect something out of the ordinary in your Cirrus SaaS environment or Service usage, we’ll contact you to discuss the situation and potential alternatives. In extreme cases, we may be required to limit the Service usage (e.g., limit your available storage). Alternatively, we may discuss with you options for temporarily isolating your system from other multi-tenanted users and feed for dedicated hosting for some or all of your Services, or require you to purchase premium Services from us, such as additional storage.
15. You will be charged fees (the “Subscription Fee”) during the Initial Term (defined below) and each Renewal Term (defined below) based on the number of O365 Accounts for which you have purchased access rights during Subscription Term or, if higher, the number of Office 365 accounts that you use the Product in connection with (each, a “Covered Account”) and other Scope Limitations and associated fees that are applicable to your use of the Products (e.g., data packs that allow a specified amount of data storage for your Subscription). All fees are non-refundable and are payable in the currency specified on the Order.
16. CT4 reserves the right to determine pricing for the Products. CT4 will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. CT4 may change the fees for any feature of the Products, including additional fees or charges, if CT4 gives you advance notice of changes before they apply. CT4, at its sole discretion, may make promotional offers with different features and different pricing to any of CT4’s customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement.
17. You authorize CT4 to charge all sums for the Orders that you make and any level of Subscription you select as described in this Agreement or published by CT4, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, CT4 may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
18. If you activate a Subscription by submitting an Order or otherwise indicating your agreement to activate or extend the term of a Subscription, you authorize CT4 to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums.
19. The “Subscription Billing Date” is the date when you purchase your first Subscription to the applicable Product. You will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the Initial Term or upcoming Renewal Term (as applicable). The Subscription will continue unless and until you cancel your Subscription, or we terminate it. You must cancel your Subscription before it renews in order to avoid us billing you for the next periodic Subscription Fee. We will bill the periodic Subscription Fee to the payment method you provide to us on the Order or during registration (or to a different payment method if you change your payment information). You may cancel a Subscription by logging a ticket at https://support.cirrusbackup.com/support/home or contacting us at [email protected].
20. Through the Products, you may be able to specify certain Authorized Users as “Administrators,” who will have important rights and controls over your use of Products and Authorized User accounts (“Accounts”). These rights may include the ability to (a) place Orders for additional O365 Accounts, data packs (where applicable), or other expansions of limits relating to applicable Scope Limitations, (b) renew or extend the Subscription Term, (c) create, de-provision, monitor or modify Accounts, (d) set Authorized User usage permissions; and/or (d)manage access to data by Authorized Users or others. Fees may increase automatically based on the number of then-current Covered Accounts or exceeding applicable Scope Limitations. On request, if applicable to your Subscription, an Administrator may request in writing to CT4 that the usage of the Product will be restricted to a specified number of O365 Accounts.
21. Administrators may also take over management of Accounts previously registered using an email address belonging to your domain. You are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Products for you.
22. If you place an Order through a Reseller, then you are responsible for determining whether the Reseller may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller. As between you and CT4, you are solely responsible for any access, use, or other actions by Reseller to your Authorized User accounts or your other Accounts.
24. Our Products have various user onboarding flows. Some Products require Authorized Users to be designated by Administrators; some allow Authorized Users to sign up for individual Accounts which can become associated with teams or organizations at a later time; and some may allow Authorized Users to invite other Authorized Users. Pricing and functionality may vary according to the type of Authorized User.
25. You are responsible for understanding the settings and controls for each Product you use and for controlling whom you allow to become an Authorized User. If payment is required for Authorized Users to use or access a Product, then we are only required to provide the Products to those Authorized Users for whom you have paid the applicable fees, and only such Authorized Users are permitted to access and use the Products.
26. Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. You are responsible for compliance with this Agreement by all Authorized Users, including for any payment obligations.
27. You are responsible for the activities of all your Authorized Users, including Orders they may place and how Authorized Users access, use, share, disclose, transfer, or otherwise process User Data (defined below).
28. You must require that all Authorized Users keep their user IDs and passwords for the Products strictly confidential and do not share such information with any unauthorized person. You are responsible for any and all actions taken using Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware. You must take all steps reasonably necessary to terminate the unauthorized use. You will, and will cause your Authorized Users, to cooperate and assist with any actions taken by CT4 to prevent or terminate unauthorized use of the Products.
29. During the Subscription Term, we will use commercially reasonable efforts to provide support for the Products in accordance with the applicable support terms available at https://cirrusbackup.com/pricing.
30. Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team by logging a ticket at https://support.cirrusbackup.com/support/home.
Purchase through a Reseller
31. If you purchase a Subscription through a Reseller:
- Instead of paying us, you will pay the applicable amounts due for the Products and associated Subscriptions you have ordered to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use Products if we do not receive the corresponding payment from the Reseller.
- Your order details will be as stated in the Order placed with us by the Reseller on your behalf, and Reseller is responsible for the accuracy of Orders.
- Resellers are not authorized to modify the terms of this Agreement and CT4 is not bound by any obligations to you other than as set forth in this Agreement.
Data use and privacy
32. We implement and maintain technical and administrative security measures designed to protect User Data from unauthorized access, destruction, use, modification, or disclosure.
34. As between you and CT4, you retain all right, title and interest in and to your data in the form submitted by or on behalf of Authorized Users to or via the Products (the “User Data”). Subject to this Agreement, you grant us and our affiliates a worldwide, limited term license to access, use, process, copy, distribute, perform, export, transfer, and display User Data for the purpose of providing and improving the Products.
35. You and your use of Products must comply at all times with this Agreement and all applicable laws and regulations.
36. You represent and warrant that:
- You, on behalf of yourself and Authorized Users, have obtained all necessary rights, releases and permissions to submit all User Data to the Products and to grant the rights granted to us in this Agreement; and
- User Data and its submission and use as you authorize in this Agreement will not violate: (a) any applicable laws or regulations; (b) any intellectual property, copyright, contract, privacy, publicity or other rights, or (c) any of your or third-party policies or terms governing User Data.
37. Other than our express obligations under this Agreement, we shall assume no responsibility or liability for User Data.
38. We are not responsible for any access to or use of User Data by third party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services.
39. Where we think there has been unauthorised access to an Account, we’ll use commercially reasonable efforts to let you know and give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected data, you may be required to assess whether the unauthorised access must be reported to the contact and/or a relevant authority. We think you’re best placed to make this decision, because you’ll have the most knowledge about the personal data stored in your Subscription. The obligations described in this section don’t apply to incidents that you or your Authorized Users cause.
40. The Products automatically collect and transmit technical data about the performance or use of the Products (“Product Usage Data”), which is in aggregated or deidentified form only. Product Usage Data does not include the contents of any User Data or any personally identifiable information. CT4 and the Products may collect, generate, and derive Product Usage Data for our business purposes, including to: (a) track usage for billing purposes; (b) provide support for the Products; (c) monitor the performance and stability of the Products; (d) prevent or address technical issues with the Products; and (e) improve the Products and develop derivative and new products and services. You will not interfere with the collection of Product Usage Data. As between you and CT4, CT4 owns all rights, title, and interest, including all intellectual property rights in and to Product Usage Data, the know-how and analytical results generated in the processing of Product Usage Data, and any and all new products, services, and developments, modifications, customizations, or improvements to any Products based on the Product Usage Data.
41. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
42. While using a Product or otherwise pursuant to this Agreement, you may share confidential information with us, and you may become aware of confidential information about us. You and we each agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so, but in the event this happens, and if permitted, we must notify one another as soon as possible.
43. We may introduce features designed to make Accounts more secure. Depending on where you are in the world, we may require you to adopt some of these features. Where we make the use of features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features. We strongly encourage you to use all optional features.
44. You have an important part to play by keeping your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realise there’s been any unauthorised use of your password or any breach of security to an Account or email address linked to an Account, you need to let us know immediately by lodging a new support ticket on our customer support portal at https://support.cirrusbackup.com/support/home. You also agree not to use free-form fields in any of CT4’s systems or services to store personal data (unless it’s a field explicitly asking for personal data – like a first name or a last name), credit card details, tax identifiers or bank account details.
45. Some of our partner services, such as Azure Cold Storage or Veeam Backup for M365, have additional terms that apply to you.
46. Third-party products are subject to terms and conditions and privacy notices set by their providers. These include how the provider will use User Data or other data or information that you make available to them. By using the Products, you agree to be bound by the terms and conditions of our partners.
- Azure Cold Storage https://azure.microsoft.com/en-au/support/legal/sla/storage/v1_5/
- Veeam: https://www.veeam.com/eula.html
47. Backup Schedule:CT4 is currently offering a daily backup schedule for User Data on the Products, however with future product upgrades this may change.
48. Recovery Point Objective (RPO): The initial backup RPO is 48 hours. Subsequent delta backups have an RPO of 24 hours, assuming 1 backup per day, this can be reduced on request down to 4 hours.
Maintenance, downtime and data loss
49. We strive to maintain the availability of the Products 24 hours a day, 5 days a week (i.e., 12:00am on Monday through 11:59pm on Friday). On occasion, we need to perform maintenance on the Products and the infrastructure through which we make them available, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll use commercially reasonable efforts to notify you in advance and select a day and time that will minimise the impact on our global subscribers.
50. You know how the internet works – occasionally you might not be able to access the Products and User Data. This might happen for any number of reasons, at any time.
51. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Products.
52. If you have a problem, we have excellent support articles available through our FAQ’s at https://cirrusbackup.com/faq/ that should help you with most situations. If you’ve tried CT4 FAQ’s and still need help, you can contact our support by logging a support request at https://support.cirrusbackup.com/support/home.
53. We frequently release new updates, modifications and enhancements to the Products, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, on our blog, or within the Products when you log in).
54. You acknowledge and agree that CT4 may, in its sole discretion, modify the features and functionality of the Products, including:
- establish new limits on the Products (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Products;
- remove or restrict application programming interfaces or make alterations to data retention periods;
- modify the Product, its infrastructure, system configurations or routing configuration; or
- modify or replace any hardware or software within its infrastructure or in equipment used to deliver the Product.
Term and Termination
55. Subject to the terms of your Order with any Reseller and your compliance with this Agreement, unless earlier terminated, the initial length of your Subscription for a particular Product will be as agreed to in the applicable Order (the “Initial Term”). Your Subscription will automatically extend for successive terms of the same length as the Initial Term (or such other length of renewal period as stated on the Order) (each, a “Renewal Term” and the Initial Term, together with all Renewal Terms, if any, the “Subscription Term”). For example, if the length of the Initial Term is 30 days, the length of each Renewal Term will be 30 days. If the length of the Initial Term is 12 months, the length of each Renewal Term will be 12 months.
56. You may choose to terminate your Subscription at the end of the Initial Term or Renewal Term (as applicable) by providing one month’s written notice in advance by lodging a new support ticket on our customer support portal at https://support.cirrusbackup.com/support/home. You’ll still need to pay all relevant Subscription Fees up to and including the day of termination. You may also choose to terminate your Subscription immediately if CT4 has materially breached the terms of this Agreement and has not remedied the breach within 30 days of receiving notice of the breach. If we fail to perform any of our material obligations under this Agreement, you may terminate your Subscription by giving 30 days’ prior written notice, provided that the issues included in your notice have not been resolved within the 30-day period. For more information, including on how to terminate your Subscription, please log a support ticket via https://support.cirrusbackup.com/support/home.
57. CT4 may choose to terminate your Subscription at any time by providing you with one month’s written notice in advance. CT4 may also terminate or suspend your Subscription or access to all or any data immediately if:
- you breach any of the terms of this Agreement and do not remedy the breach in a timely manner after being given notice of the breach,
- you breach any of the terms of this Agreement and, in CT4’s reasonable judgment, the breach cannot be remedied,
- you fail to pay Subscription Fees or other amounts owed to CT4 or the applicable Reseller, or
- you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors or become subject to any similar insolvency event in any jurisdiction.
58. No refund is due to you if you terminate your Subscription or CT4 terminates it in accordance with this Agreement.
59. Once a Subscription is terminated by you or us, User Data will no longer be available for you to access. We retain it for a period 30 days consistent with our data retention policy, during which, as a subscriber, you can reactivate your Subscription and once again access the User Data by paying the applicable then-current Subscription Fees. You can get in touch with us to have User Data removed completely if you wish or alternatively, we can provide a quote to download all your backed-up data into local storage files. Please contact support at https://support.cirrusbackup.com/support/home request a quote for the provision of backup data to local files.
Warranties and Undertakings
60. You warrant and undertake that you shall reasonably assist CT4 in the investigation of any fraudulent use or other misuse of the Products.
61. Any and all commitments, indemnities and other terms and conditions offered by CT4 with respect to use of the Products are made directly by CT4 to you in accordance with this Agreement and do not extend to a Reseller. You warrant that you are responsible for any harmful materials introduced by your Authorized Users through use of the Products.
62. ALL PRODUCTS, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS WELL AS ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
63. WE DO NOT WARRANT THAT THE PRODUCTS WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED.
64. CT4 provides no warranty on the delivery of any future functionality or modification or features or dependent on any oral or written public comments we make regarding future functionality or modification or features.
65. You agree that your purchases are not contingent on any future functionality or features of Products.
66. IN SOME PLACES, THERE MAY BE NON-EXCLUDABLE WARRANTIES, GUARANTEES OR OTHER RIGHTS PROVIDED BY LAW (“NON-EXCLUDABLE GUARANTEES”). THEY STILL APPLY – THIS AGREEMENT DOES NOT EXCLUDE, RESTRICT OR MODIFY THEM. EXCEPT FOR NON-EXCLUDABLE GUARANTEES AND OTHER RIGHTS YOU HAVE THAT WE CANNOT EXCLUDE, WE’RE BOUND ONLY BY THE EXPRESS PROMISES MADE IN THIS AGREEMENT.
67. OUR LIABILITY FOR BREACH OF A NON-EXCLUDABLE GUARANTEE IS LIMITED, AT OUR OPTION, TO EITHER REPLACING OR PAYING THE COST OF REPLACING THE RELEVANT SERVICE (UNLESS THE NON-EXCLUDABLE GUARANTEE SAYS OTHERWISE).
68. You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us in relation to your use of the Product(s) or any third-party product (except as far as we’re at fault).
69. Notwithstanding any other provision of this Agreement, except with the prior written consent of the CT4, you shall not:
- settle or compromise any cause of action, suit or other proceeding if the settlement or compromise obliges CT4 to make any payment or bear any liability or be subject to any injunction or other interim measures by reason of such settlement or compromise;
- assume any obligation or grant any rights or licenses on behalf of CT4; or
- make any statement at any time admitting liability for or on behalf of CT4.
70. OTHER THAN LIABILITY THAT CAN’T BE EXCLUDED OR LIMITED BY LAW OR WHICH ARISES FROM FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, A PARTY’S LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THE PRODUCTS OR THIS AGREEMENT, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED AS FOLLOWS:
- A PARTY WILL HAVE NO LIABILITY UNDER THIS AGREEMENT FOR ANY LOSS OF REVENUE OR PROFIT, LOSS OF GOODWILL, LOSS OF CUSTOMERS, LOSS OF DATA, LOSS OF CAPITAL, LOSS OF ANTICIPATED SAVINGS, DAMAGE TO REPUTATION, LOSS IN CONNECTION WITH ANY OTHER CONTRACT, OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL LOSS, DAMAGE OR EXPENSE and
- THE TOTAL AGGREGATE LIABILITY OF A PARTY TO THE OTHER PARTY IN ANY CIRCUMSTANCES IS LIMITED TO THE TOTAL AMOUNT YOU PAID US (OR A RESELLER) FOR YOUR SUBSCRIPTION IN THE 3 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO THE LIABILITY AROSE.
71. CT4 DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
72. YOU UNDERSTAND THAT USE OF THE PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF USER DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY USER DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS.
73. CT4 DOES NOT GUARANTEE THAT THE PRODUCTS OR OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF USER DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS.
74. CT4 WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL.
75. This Agreement is governed by the laws of the Contracting Entity’s Territory or where not explicitly stated, the laws of Melbourne, Australia. For the avoidance of doubt:
- In Australia, this Agreement is governed by the laws of Melbourne, Australia
- In New Zealand, this Agreement is governed by the laws of New Zealand
- In the United Kingdom, this Agreement is governed by the laws of England
- In the United States of America, this Agreement is governed by the laws of California, USA
76. As between the parties, CT4 retains all rights in and to its patents, patent applications, patent disclosures, inventions and improvements (whether patentable or not), trademarks (and similar rights), copyrights and copyrightable works (including computer programs) and registrations and applications therefor, including any rights in software, firmware, or source code, trade secrets, know-how, database rights, drawings and all other forms of intellectual property (collectively, “Intellectual Property”).
77. All and any updates, derivative works, changes or modifications of any Intellectual Property related to the Products or Intellectual Property incorporating any of CT4’s confidential information, such updates, derivative works, changes, modifications or Intellectual Property will be owned solely by CT4 and you hereby irrevocably assign to CT4 all right, title, and interest in and to such, including all Intellectual Property therein to the extent set forth.
78.If you provide any feedback, comments, suggestions, ideas, description of processes, or other information to CT4 about or in connection with the Products or any CT4 program, including without limitation any ideas, concepts, know-how or techniques contained therein (“Feedback”), then you grant CT4 a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and nothing in this Authorized User Agreement (including without limitation this paragraph 63) limits CT4’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
79. We do our best to control the controllables. We aren’t liable to you for any failure or delay in performance of any of our obligations under this Agreement arising out of any event or circumstance beyond our reasonable control.
80. Any notice you send to CT4 must be sent to [email protected]. Any notices we send to you will be sent to the email address you’ve provided us (or the Reseller) through your Subscription.
81. You must not use the Products in violation of any export or trade embargo laws that apply to you.
82. As our sites are global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your Subscription, or refuse to process a payment if we reasonably believe there’s a risk – like a potential breach of a law or regulation – associated with you, your company, your Subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. You promise that you’re not located in a sanctioned country and are not on a sanctioned persons list. We may also block you or Authorized Users if you or the applicable Authorized Users are in or from a country from which we can’t receive payments. You should check what payment methods are available in your country for making payments. We may take any of these actions at our own discretion and without prior notice.
83. Nothing in this Agreement is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber or invited.
84. CT4 may assign this Agreement – or any of our rights or obligations in this Agreement – to another CT4 Entity as it deems appropriate. “CT4 Entities” are the companies controlled by or under common control with CT4 Pty Ltd (an Australian company with registration number 136 951 052), whether in existence now or in the future. You may not assign or transfer to any party, or charge or sub-contract your rights or obligations under this Agreement without CT4’s prior written consent.
85. We sometimes will decide to change the terms of this Agreement. But don’t worry, changes won’t apply retrospectively and, if we make changes, we’ll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of this Agreement. Generally, we endeavour to provide you with prior notice of material changes before they become effective, unless we need to make immediate changes for reasons we don’t have control over. When we notify you, we’ll do it by email or by posting a visible notice through the Products. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your Subscription by giving the standard advance notice to CT4.
86. In the event any provision in this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, such provision or part of it shall, to the extent it is illegal, invalid or unenforceable, be deemed not to form part of the Agreement and the legality, validity and enforceability of the remainder of the Agreement shall not be affected.
87. Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion, we mean our sole discretion. In this Agreement, unless the context otherwise requires:
- the singular includes the plural and vice versa;
- the use of one gender includes all other genders;
- where any word or phrase is given a defined meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning; and
- person means and includes a natural person, firm or corporation.
88. Contracting entities; law and venue: Our contracting entities are listed in the table below along with what law and territory apply in any dispute between you and us:
|Cirrus edition||Cirrus entity||Address||Registration||Law||Territory|
|Australia||CT4 Pty Ltd||Level 51, Melbourne Central Tower, 360 Elizabeth Street, Melbourne, VIC 3000, Australia||136 951 052||Melbourne, Australia||Melbourne, Australia|
|New Zealand||CT4 NZ Limited||Suite A, Floor 8 Harbourview Building, 152Quay Street, Auckland Central, Auckland, 1010, New Zealand||818 7365||New Zealand||New Zealand|
|United Kingdom||CT4 Europe Limited||85 Great Portland Street, London, W1W7LT, United Kingdom||09357367||England||England|
|United States||CT4 US LLC||1049 El Monte Avenue, Ste C #754, Mountain View, CA 94040||Not applicable||California, USA||California, USA|
|APAC (other than Australia and New Zealand)||CT4 Pte Ltd||1 Coleman Street #05-06A, The Adelphi, Singapore 179803||201435193R||Singapore||Singapore|
|The rest of the world||CT4 Pty Ltd||Level 51, Melbourne Central Tower, 360 Elizabeth Street, Melbourne, VIC 3000, Australia||136 951 052||Melbourne, Australia||Any territory other than Australia, New Zealand, United Kingdom or United States|