CloudAlly is a company that provides cloud based automated data backup services which are offered through the Site (the “Cloud Backup Services”). These Terms apply to Your use of the Site as well as to Your subscription to and use of the Cloud Backup Services, if you elect to subscribe to such services. Section 6 below includes specific terms which are only applicable to subscribers to the Cloud Backup Services. We reserve the right, at our discretion, to modify these Terms, which modification will be effective 10 days following the posting of the modification to the Site, and will apply to causes of action arising after the effective date of the change. We will inform You regarding such modifications by posting such latest changes on the Site. You should continue checking the Site for changes. If you have subscribed to the Cloud Backup Service or otherwise provided us with your email address, we may also notify you of changes to these Terms via email. Your continued use of this Site or of the Cloud Backup Services, as applicable, 10 days following the posting of changes to these Terms will mean You accept those changes.
1. Your Acceptance
2. Ability to Accept Terms
You affirm that You are over the age of 18, as the Site is not intended for children under 18. If it comes to CloudAlly’s attention through reliable means that a registered user is a child under 18 years of age, CloudAlly will cancel that user’s account and/or access to the Site and/or access to the Cloud Backup Services.
3. Website Access
3.1. CloudAlly hereby grants You permission to use the Site, provided that: (i); You will not copy, distribute or modify any part of the Site without CloudAlly’s prior written authorization; (ii) You will not send unsolicited or unauthorized advertisements, spam, chain letters, etc.; (iii) You will not transmit and/or upload any Content which contains software viruses, or other harmful computer code, files or programs; (iv) You will not disrupt servers or networks connected to the Site; and (v) You comply with these Terms.
3.2. In order to access some of the services of the Site, You may have to create an account. You may never use another’s account without permission. When creating Your account, You must provide accurate and complete information. You are solely responsible for the activity that occurs in Your account, and You must keep Your account password secure. You must notify CloudAlly immediately of any breach of security or unauthorized use of Your account. You will be liable for any use made of Your account or password and the losses of CloudAlly or others due to such unauthorized use. CloudAlly will not be liable for Your losses caused by any unauthorized use of Your account.
3.3. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” and “offline readers,” that accesses the Site in a manner that sends more request messages to CloudAlly’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser. CloudAlly reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names or email addresses, from the Site, nor to use the communication systems provided by the Site for any commercial solicitation purposes.
3.4. CloudAlly, in its sole discretion, has the right to terminate Your access to the Site immediately and with or without cause.
4. Intellectual Property Rights in Site Content
4.1. The content on the Site, including without limitation, the text, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, services, User Submissions and any other content on the Site (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to CloudAlly. Content on the Site is provided to You “AS IS” for Your information and personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, decompiled, or otherwise exploited for any other purposes whatsoever without CloudAlly’s prior written consent.
4.2. For clarity, Content does not include any Data (as defined in Section 6 below) that you back up using the Cloud Backup Service, and, as further detailed in Section 6, CloudAlly does not acquire any ownership rights in or to your Data.
4.3. CloudAlly reserves all rights not expressly granted in and to the Site. If You download or print a copy of the Content for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site.
4.4. “CloudAlly”, the CloudAlly logo, and other marks are Marks of CloudAlly or its affiliates. All other trademarks, service marks, and logos used on our Site are the trademarks, service marks, or logos of their respective owners.
5. User Submissions
For clarity, the following section does not apply to any Data (as defined in Section 6 below) that you back up using the Cloud Backup Service. Such Data is not a “User Submission.”
5.1. The Site may permit the submission of Content by You and other users (“User Submissions”) and the hosting, sharing and publishing of such User Submissions on the CloudAlly blog ( Office 365 backup blog). Note that these User Submissions are not related to the Cloud Backup Services and are available on the public section of our Site. You understand that whether or not such User Submissions are published, CloudAlly does not guarantee any confidentiality with respect to any User Submissions.
CloudAlly has complete discretion whether to publish Your User Submissions. You will be solely responsible for Your User Submissions and the consequences of posting or publishing them. CloudAlly has the right in its sole discretion and without further notice to You, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on its Site (including User Submission) at any time and for any reason. Without limiting the foregoing, CloudAlly has the right to delete any comment that it believes, in its sole discretion, does or may violate these Terms by You.
5.2. You represent and warrant that: You own or have the necessary rights and permissions to use and authorize CloudAlly to use all Intellectual Property Rights in and to any User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, knowhow, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of Your ownership rights in Your User Submissions.
However, by submitting the User Submissions to CloudAlly, You hereby grant CloudAlly a worldwide, nonexclusive, royalty free, perpetual, sub license-able and transferable license to use, reproduce, distribute, prepare derivative works of display, and perform the User Submissions in connection with the Site and CloudAlly’s (and its successor’s) business, including without limitation for redistributing part or all of the User Submission (and derivative works thereof) in any media formats and through any media channels and You hereby waive any moral rights in Your User Submission, to the extent permitted by law. You also hereby grant each user of the Site or other viewer of the User Submission a nonexclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions.
5.3. You agree that You will not display, post, submit, publish or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise inappropriate; (vii) involves theft, money laundering or terrorism; or (viii) is otherwise malicious or fraudulent.
5.4. You understand that when using the Site, You will be exposed to User Submissions from a variety of sources, and that CloudAlly is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of or relating to such User Submissions. You may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You may have against CloudAlly with respect thereto, and agree to indemnify and hold CloudAlly, its owners, affiliates, employees, agents and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to Your use of the Site. 5. The Cloud Backup Services
The terms of this Section 6 apply only to subscribers to the Cloud Backup Services.
In order to use the Cloud Backup Services, You must create a user account and then select the cloud based services which You wish to back up (the “Data”). The Cloud Backup Services will then back up Your Data on a regular basis and store it securely in encrypted form on an online storage space provided by reputable third party storage providers (currently by Amazon S3 Storage – the “Storage Providers”). Once the backup process is completed, You will be able to monitor and restore the Data using the Cloud Backup Services. Other than for performing the Cloud Backup Services or for other services with your consent, and subject to applicable law, CloudAlly will not access Your Data without Your permission, and Your Data will be decrypted only per your authorization when you view, index, virus scan, export or restore such Data.
The service fees for Your use of the Cloud Backup Services (the “Fees”) are based on the number of Accounts or volume that You choose to back up using the Cloud Backup Services in each calendar month. “Account” means each unique user, seat or license within the Cloud Backup Services, which include, for example, active individual Salesforce users, individual Google Apps Domain Users, or individual personal Google or Yahoo! Mail accounts.
If you wish to subscribe for an annual period, please contact us directly. Annual fees include a discount and paid using check, wire transfer or PayPal.
Our current monthly fees for use of the Cloud Backup Services are set forth in the Site under Price List.
The Fees are payable in advance, as follows: For a monthly subscription: at the beginning of each calendar month with respect to the Data to be backed up in that month.
In the event You add additional Accounts to the Cloud Backup Service during a monthly billing cycle, You will be charged Fees for such additional Accounts for that month, but they will be invoiced at the beginning of the following billing cycle.
The Fees will be paid by You via credit card or any other payment method as will become available at
CloudAlly’s discretion. Payments do not include any taxes and You will bear the cost of any applicable tax.
Unless Your Account is properly terminated, CloudAlly will automatically continue to back up Your Data on a monthly basis. For clarity, if You terminate an Account before the end of a certain month, You will be charged Fees for the entirety of that month.
CloudAlly’s billing system is not error free and CloudAlly will not be liable for any miscalculations or malfunctions in processing any Fees. If You think that a mistake has occurred, You must send Your complaint to accounting@CloudAlly.com within 30 days of Your discovery of such mistake.
CloudAlly reserves the right to modify these payment terms, including but not limited to the fees mentioned above, in its sole discretion, with a prior notice of 30 days to be posted on the Site.
6.2. Proprietary Information in Data and Cloud Backup Services
You represent that You are the sole owner of the Data and You retain all title, ownership rights and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Data.
CloudAlly retains all title, ownership rights and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Cloud Backup Services.
6.3. Termination of the Cloud Backup Services
If at any time You wish to discontinue using the Cloud Backup Services, You may cancel Your Account using the account setting page.
CloudAlly reserves the right to terminate Your access to the Cloud Backup Services immediately and without notice if you fail to comply with these Terms.
Upon termination of the Cloud Backup Services, we will use reasonable commercial efforts to send notification of such termination to the email address You provided to us, informing You that Your access to the Cloud Backup Services will be discontinued, and Your Data will be deleted after a certain period without a recovery option. Note that it is Your responsibility to manage the removal of the Data, and CloudAlly will have no liability if You fail to receive the email or act in accordance with the email, or if Your Data is deleted. Termination for any reason will not entitle You to a refund of Fees paid by You to CloudAlly.
6.4. Currently CloudAlly does not throttle bandwidth or limit storage size in the Cloud Backup Services. However, CloudAlly reserves the right to impose limits on abuse or excessive use, as determined by CloudAlly, at its sole discretion. CloudAlly may set reasonable storage limits in the future.
7. Privacy and Security
With respect to privacy and security of our Cloud Backup Services, we take various steps to help ensure the safety of our users and their data, including by using Secured Socket Layer (SSL) and data encryption, firewalls and other technology aiming to prevent access from outside intruders and ensure that our services are hosted in a secure server environment, as well as by using OpenID and OAuth authentication and authorization tools.
CloudAlly permits You to link to materials on the Site for personal, noncommercial purposes only
9. Information Description
CloudAlly attempts to be as accurate as possible. However, CloudAlly cannot and does not warrant that the Content available on the Site is accurate, complete, reliable, current, or error free. CloudAlly reserves the right to make changes in or to the Content, or any part thereof, according to its sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at Your own risk and responsibility.
10. Copyright and Content Policy
It is the policy of CloudAlly to respect the legitimate rights of copyright owners. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the “DMCA”), CloudAlly has designated an agent (specified below) to receive notifications of claimed copyright infringement on its sites. Please be advised that We enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.
If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide CloudAlly’s Copyright Agent with the following information in accordance with the DMCA:
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
• A description of the copyrighted work that You claim has been infringed;
• A description of where the material that You claim is infringing is located on the CloudAlly? Site, with enough detail that We may find it on our Site; providing URLs in the body of an email is the best way to help us locate content quickly;
• A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
CloudAlly’s agent for notice of claims of copyright infringement can be reached as follows:
Phone: (650) 3533425
If You believe that the material You posted was removed by mistake, and that You have the right to post the material, You may elect to send us a counter notice. To be effective the counter notification must be a written communication provided to our designated agent that includes substantially the following (please consult Your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
• A physical or electronic signature of the subscriber.
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly.
• A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
• The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification of infringement or an agent of such person.
Such written notice should be sent to our designated agent as follows:
Phone: (650) 3533425
11. Limitation of Liability and Warranty
NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE SITE (INCLUDING THE CONTENT AND ANY OTHER SERVICES PROVIDED THEREBY) AND THE CLOUD BACKUP SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANT-ABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WHILE WE MAKE REASONABLE EFFORTS TO ENSURE THAT THE SITE WILL FUNCTION AS CLAIMED, CLOUDALLY DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, VIRUS ATTACKS AND THE LIKE, OR THAT IT WILL ALWAYS BE AVAILABLE. THE SITE WILL OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. IN ADDITION, YOU AGREE THAT CLOUDALLY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO ITS USERS THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS, ETC. IF YOU SUBSCRIBE TO THE CLOUD BACKUP SERVICES, YOU AGREE AND ACKNOWLEDGE THAT ALTHOUGH CLOUDALLY USES ITS REASONABLE COMMERCIAL EFFORTS TO MAKE THE CLOUD BACKUP SERVICES ACCURATE, SECURE AND RELIABLE, IT CANNOT AND DOES NOT WARRANT THAT THE CLOUD BACKUP SERVICES SHALL AT ALL TIME BE ACCURATE, COMPLETE, SECURE, RELIABLE, CURRENT, OR ERROR FREE.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTION WITH OTHER CLOUDALLY USERS. IF YOU HAVE A DISPUTE WITH ANY OTHER USER OF THE SITE, YOU AGREE THAT CLOUDALLY IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. CLOUDALLY RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE BETWEEN TWO OR MORE USERS, ARISING OUT OF THEIR USE OF THE SITE.
UNDER NO CIRCUMSTANCES SHALL CLOUDALLY, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS BE LIABLE FOR ANY ACTUAL OR POTENTIAL DAMAGE THAT MAY BE CAUSED TO YOU AND/OR TO ANY THIRD PARTY INCLUDING WITHOUT LIMITATION, ANY LOSS OF MONEY, GOODWILL, REPUTATION, SPECIAL, INDIRECT, DIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA OR BREACH OF DATA SECURITY) THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CLOUD BACKUP SERVICES AND ANY OTHER SERVICES AVAILABLE ON THE SITE, EVEN IF CLOUDALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION, TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT CLOUDALLY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES ARISING FROM YOUR USE OF THE SITE SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE LESSER OF (A) AMOUNTS ACTUALLY PAID BY YOU TO CLOUDALLY FOR THE CLOUD BACKUP SERVICES DURING THE 12-MONTH PERIOD PRIOR TO YOUR BRINGING A CLAIM AND (B) $100 AND THAT, EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, THE LIABILITY FOR WHICH IS UNCAPPED, YOUR TOTAL LIABILITY TO CLOUDALLY FOR ANY CLAIM HEREUNDER WILL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO CLOUDALLY FOR THE CLOUD BACKUP SERVICES DURING THE 12-MONTH PERIOD PRIOR TO CLOUDALLY BRINGING A CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY.
THE ABOVE TERMS REGARDING WARRANTY AND LIMITATION OF LIABILITY APPLY WHETHER OR NOT ANY SERVICES PROVIDED UNDER THESE TERMS ARE FOR PAYMENT.
YOU AND CLOUDALLY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR TO THE CLOUDALLY BACKUP SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You agree to defend, indemnify and hold harmless CloudAlly, its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of the Site; (ii) Your violation of these Terms; (iii) Your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; (iv) any claim that one of Your User Submissions caused damage to a third party; or (v) to the extent that You subscribe to the Cloud Backup Services, Your use of the Cloud Backup Services, including without limitation, any third party intellectual property claims concerning the Data.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by CloudAlly without restriction or notification to You.
Last updated: July 11, 2017