Terms & Conditions
Do more with CleanCloud, pay less and optimize your cloud
Service agreement for availability of interface for management of infrastructure of cloud computing
CLEAN CLOUD SERVIÇOS DE INFORMÁTICA LTDA., with its headquarters at the City of São Paulo, State of São Paulo, at Rua Padre João Manuel, 222, office 21B, enrolled with the CNPJ/MF under no. 20.505.485/0001-08, hereinafter “Company”; and
the person or entity identify on the registry of the electronic data bank of CleanCloud, contractor of the services provided by the web platform of CleanCloud, hereinafter “Contracting Party”
Company and Contracting Party are hereinafter referred to jointly as “Parties”, and individually and indistinctly as “Party”
the Company developed a platform for the management of the infrastructure of cloud computing services called cleancloud that can be access by the website http://www.cleancloud.com.br, defined bellow as Service CleanCloud;
the Service CleanCloud is provided by the Company in different subscription plans, each one with its own characteristics regarding coverage of the services provided, functionalities, assistance and price, among others;
the Contracting Party wants to hire one of the subscription plans offered by the Company and the Company want to provide such service to the Contracting Party under the terms of this Agreement
NOW, THEREFORE, the Parties have mutually agreed to enter into this Service Agreement for Availability of Interface for Management of Infrastructure of Cloud Computing (“Agreement”), which shall be governed by the following clauses and conditions.
In addition to the terms otherwise defined under this Agreement, the following terms shall have the following meanings when used herein:
“AWS”: means Amazon Web Service, which shall be contracted by the Contracting Party, in any case, as Infrastructure Provider of Cloud Computing;
“Subscription Pans”: are the subscriptions plans necessary for the use of the CleanCloud Service offered by the Company, which are divided into “Optimum Subscription” and “Monthly Subscriptions”, the last subdivided in “Free Subscription”, “Startup Subscription” and “Corp. Subscription”, as described on Clause 5 herein.
“Service CleanCloud”: means the service of availability of interface for management of infrastructure of cloud computing offered by the Company to the Contracting Party under this Agreement and with access through the website http://www.cleancloud.com.br, which allows the Contracting Party to manage and optimize its Infrastructure Services of Cloud Computing hired by the Contracting Party. This service is provided under the modality usually known as A.S.P – Application Service Provider.
“Infrastructure Service of Cloud Computing”: means the service through which the Contracting Party hires maximum volumes of memory, disk space, internet band and capacity for processing, among others. The Contracting Party pays the provider the amount correspondent to the services effectively used within. The provider of the Infrastructure Service of Cloud Computing is freely chosen by the Contracting Party, among the compatible with the services contemplated by this Agreement, under his sole responsibility, including for the direct payment of the amount due to those services.
“Software CleanCloud”: means the software developed and owned by the Company.
Interpretation. Under this Agreement unless otherwise specified, reference to:
Defined terms on singular shall include the plural and vice versa and words denoting any gender shall include all genders.
References to Clauses shall be interpreted and understand as references to the Clauses of this Agreement, unless the context otherwise requires.
The expressions “including” shall mean “including with no limitations”, as applicable.
The titles on this Agreement are just for the convenience and shall not affect its meaning of interpretation.
All references for any Person shall include its respective successors, beneficiaries and allowed assignee.
This agreement has the purpose of the hiring, by the Contracting Party, of the Service CleanCloud, according to the Subscription Plan chosen by the Contracting Party.
The Company can, at any time and by its sole discretion, create a new Subscription Plan, its price and characteristics, and also discontinue the existent ones and/or change the characteristics of any Subscription Plan.
The use of the services provided on this Agreement depend the hiring, by the Contracting Party, of the Infrastructure Service of Cloud Computing with Amazon Web Services (“AWS”).
The hiring of the service and the payments due to AWS are sole responsibility of the Contracting Party.
It is not the purpose of this Agreement the supply of any kind of cloud computing infrastructure or hosting content on the internet.
USERS CODE AND PRIVATE PASSWORD
The Contracting Party shall choose a user code (only registry of the platform) and create a private secret password, which shall be use as its identification and access key to the use of the Service Company. The private passwords shall be changed only by the Contracting Party, which shall be the sole responsible for its secrecy.
The user code and private password shall not be transferred, commercialize nor in any way assign its use, being the Contracting Party fully responsible, without any joint liability with the Company, for the use of its code and private password.
In case of misuse, by the Contracting Party or third parties, of the user code or private password, the Company may terminate, independently of previous notice, this Agreement, without the Contracting Party or third parties are entitled to any kind of indemnification or reimbursement.
The Contracting Party shall provide the Company with all necessary data for its registration, compromising to provide real, correct, current and complete information about itself, being civil and criminally responsible for those information.
The Contracting Party expressly authorize that the registration referred to in the previous Clause is kept and maintained by the Company, and also authorizes the Company to provide the information from such registration to (i) the competent public authorities that formally request under the Law; and (ii) its strategic partners, commercial or technical, aiming to provide better service conditions, products and/or resources to the Contracting Party.
The Contracting Party shall inform the Company any time there are changes on its registry information, including, but not limited to, any change of address related or not with its credit card used for the payment for the services provided by the Company, as well as any change on the telephone number, e-mail or contact person, which shall be informed on any way made available by the Company, as constant on specific link on the website http://www.cleancloud.com.br.
PRICES, PAYMENT CONDITIONS, READJUSTMENT AND RENEWAL
The amount due by the Contracting Party to the Company for the performance of the Service CleanCloud shall be the one provided on the Subscription Plan chosen by the Contracting Party, constant on the web page of the service hired.
In the Optimum Plan, the payment due, by the Contracting Party to the Company, shall be composed by a single payment, calculated by the following formula:
50% * Amount of the Monthly Savings
Being “Amount of the Monthly Savings” = ((amount monthly spend by the Contracting Party with AWS on the period immediately before the hiring of the Optimum Plan) – (amount monthly spend by the Contracting Party with AWS on the period immediately after the hiring of the Optimum Plan) – (hiring of any new AWS service by the Contracting Party not related with the Optimum Plan)
The Optimum Plan can be cancelled (i) through the payment of the compensation or; (ii) ninety (90) days after its hiring, being provided that any reduction of the AWS compensation after the use of the Optimum Plan shall be used on the calculation of the compensation due by the Contracting Party to the Company.
The payment of the Monthly Plans, by the Contracting Party to the Company, shall be composed by variable instalment of a monthly payment, calculated by the following formula:
Being “Expenses AWS” = the monthly amount paid by the Contracting Party to AWS, being for the purpose of this calculation only included the functionalities present both on AWS and the Service CleanCloud.
Free Subscription: Expenses AWS under or equal US$ 50.00 (fifty American Dollars) there shall be no payment due from the Contracting Party to the Company.
Startup Subscription: (3% * Expenses AWS); IF the Expense AWS is over US$ 50.00 (fifty American Dollars).
Corp. Subscription: special conditions to be negotiated straight with the Company, applied only to companies with Expenses AWS over US$ 5,000.00 (five thousand American Dollars).
The change between Free Subscription and Startup Subscription shall be automatic according to the Expenses AWS.
The Company can, by its sole discretion allow the Contracting Party to try the Service CleanCloud free of charge during a pre-determined period of time. The gratuity of the services withdraws only the payment obligation by the Contracting Party during such period, and both Parties shall fulfill all the remaining clauses and conditions of this Agreement. In case the Contracting Party intent to gives continuance to the services, the compensation of the price shall start on the day that ends the gratuity period, moment on which the Contracting Party shall be positioned on the Subscription Plan equivalent to its characteristics, otherwise the Service CleanCloud shall be immediately disable and this Agreement terminated, without the need for any communication from one Party to the other.
The payment of the price shall be made, from the Contracting Party to the Company, by credit card. The Contracting Party expressly states that, from this moment, agree that the Company make monthly debts on its credit card in the amount of the compensation for the Subscription Plan hired.
If a debt is not possible to be made the Service CleanCloud will be suspended.
If a suspension of the Service CleanCloud occurs the restart of the services shall occur in up to tree (3) business days counted from the verification of the payment of the totality of the debt.
This Agreement shall be automatically renewal with the payment of the compensation.
If any amendment of the clauses and conditions of this Agreement is made the new clauses and conditions shall rule this Agreement from the first automatic renewal after the registration the new text.
The non-utilization of the Service CleanCloud does not imply the automatic cancelation of this Agreement, should the Contracting Party regularly pay the amount due, being subjected to the consequences of it non-payment.
The Company may readjust the compensation for the Subscription Plans, including the maximum amount for a Contracting Party be included on the Free Subscription, at any time and by its own discretion.
OBLIGATIONS OF THE CONTRACTOR
Without prejudice of other obligations provided in Law, the Contracting Party undertakes to:
Pay in time the compensation due for the use of the Service CleanCloud, otherwise be subject to its suspension and/or the termination of this Agreement.
Administer, exclusively and with no solidarity with the Company, the user code and private password, integrally assuming all and any responsibility for the use of them, as well as for actions made through tem, including, but not limited to, economic burdens resulted by its use, especially regarding loss of data, virus contamination, invasion of network, theft of data or information, send of offensive electronic manages and/or inopportune to other internet users and other conducts that may prejudice other users and/or systems connected to the internet, as well as any other actions in disagreement with the Law.
Hire the Infrastructure Service of Cloud Computing with AWS, being responsible for the choice of its characteristics and functionalities and for the payment of the amount due directly to AWS.
Administer and manage the operational system as well as the software included and necessary for the full functionality of the servers of cloud computing related to the Infrastructure Service of Cloud Computing with AWS.
Refrain from use the Service CleanCloud and other services deal with herein with third parties, connected with the services object of this Agreement (such as, but not limited to, Infrastructure Service of Cloud Computing, hosting services, maintenance of domain, or any other), to propagate or maintain content that: (a) violate the law, moral, morality, intellectual property, rights to honor, to private life, to the image, to personal and familiar intimacy; (b) stimulate the practice of illicit conduct or contrary to the moral and good customs; (c) encourage the practice of discriminatory acts, whether due to sex, race, religion, beliefs, age or any other condition; (d) make available or allow access to messages, illicit products or services, violent, pornographic or demining; (e) enter or can induce an unacceptable state of anxiety or fear; (f) enter or induce dangerous practices, risk or harmful to the health and psychic equilibrium; (g) being fake, ambiguous, inexact, exaggerated or extemporaneous, may induct error about its object or intentions or purpose of the communicator; (h) violate secrecy of the communications; (i) constitute illicit, misleading or unfair advertising or configure unfair competition; (j) convey, incites or stimulate pedophilia; (k) incorporate virus or other physical or electronical elements that may damage or prevent the regular operation of the network, the system or the computing equipment (hardware and software) of third parties or that may damage electronic documents and archives storage on those computing equipment; (l) obtain or try to obtain non-authorized access to other systems or network of computers; or (m) reproduce, sell or distribute products with due authorization and the payment of copyrights.
Assume integral responsibility, without solidarity with the Company, for all the data, archive, software, programs and/or content that may host on the server(s) visualized on the website http://www.cleancloud.com.br, as well as the services and information that may provide the resources and services object of this Agreement. Thus, the Contracting Party undertakes all and exclusive legal responsibility for all the data hosted and the content that may make available on the internet, should answer for all damages and loss that the bad usage of the services deal with herein may cause the Company and/or third parties. In the event the Company is compelled to take part on any judicial or administrative procedure related to the responsibility of the Contracting Party, the Contracting Party shall be forced to repay the Company of any legal and financial onus that the Company may incur, without prejudice of the payment of indemnification for loss and damages and loss of profit suffered by the Company.
Make the registration of the Company correctly and complete to secure the correct and effective functioning of the tools built-in the Service CleanCloud.
Considering that the management of the server(s) are responsibility of the Contracting Party, it shall prevent against the loss of data, improper use of information, or any other damage or loss related, being that the Company shall not be held responsible, in any case, for any loss or damages due to the misuse of the Service CleanCloud or the Infrastructure Service of Cloud Computing.
Make and maintain updated security copies (Backups) of the data hosted on the Infrastructure Service of Cloud Computing.
To secure that the Subscription Plan shall attend its demand since only the Contracting Party has full knowledge of the allocation of the service deal with herein.
The Contracting Party takes on, exclusively and without any restrictions or reservations, all the onus and responsibilities due to its actions and conduct as internet user and a user of the Infrastructure Service of Cloud Computing.
OBLIGATIONS OF THE COMPANY
Without prejudice of other obligation provided on this Agreement, the Company undertakes to:
Keep the Service CleanCloud available twenty-four (24) hours per day, seven (7) days per week being provided that may eventually interrupt or suspend such service due to: (a) maintenance of technical/operational nature; (b) act of God or force majeure; (c) actions of third parties that prevent the use of the resources; (d) lack of energy supply for long periods of time (blackout) on our hosts; (e) interruption or suspension of the services or the telecommunication providers. On those cases the Company shall, when it is possible, previously inform the Contracting Party about the possibility of occurrence of interruptions or failure.
Keep the services deal with herein executed with performance and responsiveness for the Contracting Party.
Provide support for the tools provided through helpdesk available on specific link on the website http://www.cleancloud.com.br and/or assistance via e-mail.
The Company can not be held responsible: (a) for the Infrastructure Service of Cloud Computing and the software necessary for such access; and (b) for the management and administration of the operational system and/or applications installed on the server(s) created and administrated by the Contracting Party with the Infrastructure Service of Cloud Computing and managed with the use of the Service CleanCloud.
Due to the complexity and impossibility of exemption of computing system failures, by its own nature, the Parties agree that the Company shall not, in any case, be held responsible for invasions or modification on the Contracting Party`s data due to the action of third parties, including, but not limited to, hackers and/or crackers.
The obligation established on Clause 7.1.1 covers, at least, ninety-nine and a half per cent (99.5%) of the period in which the Infrastructure Service of Cloud Computing is working. Therefore, does not consider, for the calculation of the compromise of availability provided on this Clause, any period which the Service CleanCloud is unavailable due to unavailability of the Infrastructure Service of Cloud Computing.
The Company shall not be held responsible for the consequences, damages or losses, that may be caused to the Contracting Party due to (i) any failure or unavailability of the supply of the Infrastructure Service of Cloud Computing; (ii) default by the Contracting Party to the cloud provider; (iii) deactivation proceeded by the provider of the Infrastructure Service of Cloud Computing, being those motivated or not by action or omission of the Contracting Party; (iv) technical support for specific questions regarding the Infrastructure Service of Cloud Computing; (v) performance of the Infrastructure Service of Cloud Computing; (vi) errors of bugs in APIs of the cloud providers that may provide incorrect information or does dot made the actions intended correctly; (vii) problems with security on the Contracting Party’s applications; (viii) any information, actions of any kind or omissions by the cloud provider; (ix) failures, unavailability or loss of performance on the service of connectivity between networks on the internet, specially between the Company and the cloud provider, the Contracting Party and the Company and the Contracting Party and the cloud provider.
The Company does not control the content transmitted, processed, broadcast and made available by the Contracting Party to third parties with the use of the Service CleanCloud, nor the use of the Infrastructure Service of Cloud Computing. However, if the Company detect or is notified of any conduct and/or method of the Contracting Party contrary to this Agreement, the Company, by its sole discretion, shall immediately suspend and/or cancel this Agreement, independently of notification and without prejudice of indemnification for losses and damages toward the Contracting Party.
For the implementation of the services deal with herein, the Company grants, hereby, the Contracting Party, non-exclusively and non-transferable, remunerated, the license of use of the Software CleanCloud for the use via internet by the Contracting Party, cording to the terms of this Agreement.
The license of use granted under the terms of this Agreement is made in the form worldly known as A.S.P. – “Application Service Provider”.
The Company may make available to the Contracting Party the license of use of other software, of its property and/or third parties (in this case shall be provided to the Contracting Party as a sublicense of use of the software), in any case non-exclusively, non-transferable and remunerated, applying to those licenses the wording provided on this Clause and this Agreement.
The Contracting Party is fully responsible for the information put on the Software CleanCloud, for the registration, permissions, password and usage mode of its users, as well as the use of the Software CleanCloud, in the terms set on this Agreement.
It is applicable to the use of the Software CleanCloud all the clauses of this Agreement.
It is forbidden for the Contracting Party the use of the Software CleanCloud (and other software that may be sublicensed to the Contracting Party) to any other end other than the expressly provided on this Agreement, being forbidden, among others:
The use of the Software CleanCloud or any other software other than under the conditions provided on this Agreement;
Translate, make reverse engineering, decompile, copy images, codes or any part of the Software CleanCloud;
Rent, lease, assign, give away, sublicense or transfer the Software CleanCloud;
Modify the Software CleanCloud or mix all or any of its parts with other program or software;
Remove or amend any copyright notice, register brand, or any other intellectual property notice put on the Software CleanCloud or in any of its parts; and
have access to the source code of the Software CleanCloud
All the materials, software, brands, technologies, names and programs distributed by the Company (with the exception of the software expressly identify as public domain) are protected by copyrights, being exclusive property of the Company or licensed third parties. Any violation of this rights by the Contracting Party or third party using the Contracting Party`s user code and password shall be the Contracting Party`s exclusively responsibility, and the Company is authorized to take all the legal measures to assure its protection, including promote the suspension and/or cancelation of the services deal with herein and the charge of penalty and indemnification for losses and damages and loss of profit.
The technical support provided to the Contracting Party is limited to the Service CleanCloud and its operation, and presupposes advanced knowledge of information technology by the user(s), including the use of the computer and its functions, use of the operational system, knowledge of the Infrastructure Service of Cloud Computing including its operation and functionalities.
The technical support shall be made by assistance via e-mail, through link or specific electronic address on the website http://www.cleancloud.com.br.
The technical support provided by the Company does not encompass internet connection, internal network or computers of the Contracting Party, nor specific questions related to the Infrastructure Service of Cloud Computing that are not contemplated by the Company.
EFFECTIVENESS AND TERMINATION
This agreement shall have full force and effect of the term established on the Subscription Plan hired by the Contracting Party and shall be renew automatically for equal and successive period of time by the payment of the compensation, provided the terms of Clause 5.1.1(i).
The Contracting Party shall express its disinterest in renew the Agreement up to two (2) days prior to the renewal date.
The Contracting Party may normally use the Service CleanCloud during the notice period.
Beyond the cases of termination provided on this Agreement, the Company may terminate this Agreement at any time in the event of bankruptcy or insolvency of the Contracting Party.
On the cases described in this Agreement that require prior notice, the Contracting Party shall have five (5) days to remedy the identified violations. After this term, if the violation persists, this Agreement shall be fully an immediately terminated, being due the amounts eventually not fully paid.
The Contracting Party states to be well acquainted that with de cancelation of the Service CleanCloud for any reason, all the content, such as, but not limited to, all and any notice, content, information or data storage by the Contracting Party related to the Service CleanCloud are automatically erased, without the possibility of recovery and without it manages any onus for the Company or right for indemnification by the Contracting Party.
In any case the Company can be held responsible for direct damages, loss of profit, loss of revenue and/or indirect damages caused to the Contracting Party or third parties, such as, but not limited to, loss of revenue or business opportunities, loss of data, lawsuits against the Contracting Party or third parties for damages related to the services deal with herein.
The Company shall not be held responsible for any discontinuity of the access to the services deal with herein due to failure caused by act of God or force majeure, failures or problems of compatibility between applications, internet connection, defect on products or services provided by third parties, including failure with the Infrastructure Service of Cloud Computing, for unpredicted problems with the technology used, virus contamination or bad use, negligence, fault or omission by the Contracting Party or third parties.
The Parties represent and warrantee that no equipment used under this Agreement violate patent, copyright, commercial secret or any other intellectual property right, of the other Party or any third party, nor shall interfere with the operations of the equipment or resources of the Company.
Governing Law. This Agreement shall be governed by and pursuant to the laws of the Federative Republic of Brazil.
Succession. This Agreement constitutes the irrevocable and irreversible agreement between the Parties, and shall be binding on their heirs, executors, administrators, successors and any assigns thereof on any account whatsoever. The parents or legal representatives of the minor, being the case, shall answer for the acts made by him on the use of the resources of this Agreement, among them damages cause to third parties, practice of acts forbidden by law and this Agreement.
Severability. The total or partial invalidity of a Section or the existence of a question not covered herein shall not affect the validity of the other stipulations contained herein. The ineffective Section or Clause shall be substituted by another Section or Clause in effect that replaces the invalid one and is in accordance with the meaning and intention hereof.
Assignment. The rights and obligations of the Contracting Party hereunder may not be assigned or transfer, in part or in total, directly or indirectly, without the prior written consent of the Company, being permitted such assignment or transfer by the Company without any prior consent from the Contracting Party.
No Waiver. Neither any failure nor any delay by any Party in exercising any right, power, or privilege hereunder will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power or privilege.
Authorization. The Parties are duly authorized, under applicable laws, to sign this Agreement and to carry out the obligations undertaken therein. This Agreement is valid, binding and enforceable against the Parties in accordance with its respective terms and conditions.
Secrecy. The Parties agree that all the information obtained under this Agreement are classify and are protected by confidentiality and shall not be revealed to third parties unless in cases provide on this Agreement or under the law.
Sending E-mail. The Contracting Party shall, on the act of the hiring of the Service CleanCloud, indicate if accepts that the Company send e-mail with informative messages, regarding specific communications concerning this Agreement and/or any resource, offer, service or products offered by the Company.
Electronic Acceptance. The Contracting Party expressly represent and warrantee recognize that this Agreement formalizes, binding the Parties, with the click in “in accordance” button on the page of this Agreement, and that read and is aware and in full accordance with all the terms and conditions of this Agreement. The Contracting Party shall receive a copy of this Agreement and further amendments on the e-mail address registered on the website http://www.cleancloud.com.br.
Service Channel. The service channel available for the Contracting Party is the channel through e-mail on specific link on the website http://www.cleancloud.com.br. The service channel may be changed at any time by the Company by previous communication to the Contracting Party.
Act of God or Force Majeure. The Parties hereby agree and acknowledge that time is of the essence in performing their obligations, covenants and agreements under this Agreement. Notwithstanding the foregoing, no Party shall be responsible for any failure to comply with the terms of this Agreement, or for any delay in performance of, or failure to perform under this Agreement where such failure or delay is due to an act of God or force majeure.
Jurisdiction. The Parties elect the jurisdiction of the judiciary district of the City of São Paulo, State of São Paulo, Brazil, as competent to settle any doubts arising from this Agreement, with the exclusion of any other, as privileged as it may be.