CTERA Cloud Terms of Service
Welcome to the CTERA Cloud Services!
Last updated: April 2022
CTERA Networks Ltd. and/or its affiliates (“CTERA” or “we“) offer a multi-cloud data management platform that allows enterprises to share data across globally distributed networks and enables secure tiering to the cloud. The CTERA platform includes on-premises software components for fast access from local storage systems and endpoint devices (such as laptops, tablets, mobile devices, VDIs, etc.), as well as cloud backend file management services and cloud storage (collectively, the “Cloud Services“).
These CTERA Cloud Terms of Services (“Terms“) govern the access and use of our platform and products as part of our Cloud Services. By accessing, browsing, downloading, using or registering to the Cloud Services, including virtual machines, software, applications, or websites owned or operated by us, you are agreeing to be bound by these Terms, and no varying terms apply (including those in any agreement between you and a reseller of the Cloud Services). If you do not agree with these Terms, please do not access, download or use the Cloud Services.
In agreeing to these Terms on behalf of an organization, you are representing that you have the authority to bind that organization to these Terms (“you” and “your” will refer to that organization).
If you are using a trial subscription of the Cloud Services, the Cloud Services will be accessible only until the end of the trial period, unless you purchase a subscription. For important information regarding your trial subscription, please see Section 6 below.
1. Use of the Cloud Services
1.1 Your Subscription. During your initial subscription term and any renewal term(s), you may access and use the Cloud Services according to the specific level of use (number of end users, storage capacity, etc.) purchased by you, for your internal business purposes.
1.2 Subscription Renewal. Unless otherwise specified on an order, your initial subscription term to the Cloud Services, and any subsequent subscription term, will automatically renew at the then-current price and term length, unless either of us cancels by written notice to the other at least thirty (30) days before expiration of the then-current subscription term.
1.3 Changes to the Cloud Services. We may discontinue or change the Cloud Services, or any part or feature thereof (including any service provider), at any time. We will notify you at least thirty (30) days before we discontinue, or make any major change to, the Cloud Services. If due to a major change you wish to stop using the Cloud Services, then you may cancel your subscription via email to firstname.lastname@example.org (with cancellation confirmation from our representative). Upon discontinuance by us or cancellation by you, as described above, you will receive a prorated refund of any unused prepaid subscription fees. For purposes of this section, a “major change” shall mean a change to the Cloud Services that significantly impairs your ability to use the Cloud Services in the same manner as before such change.
2. Your Account; Acceptable Use
2.1 Your Account. We will open for you an account under which you will receive the Cloud Services. Any information which you provide to us in connection with your account must be true, current and complete at all times. You are responsible for all activities occurring under your account.
2.2 Access Controls. Upon opening your account, you will be given default access controls (user name, admin rights, password, or other credentials or login information), and you will be prompted to change them. You will be responsible for your access controls and their use by your authorized users. You will not disclose your access controls other than to your authorized users and will use reasonable efforts to prevent unauthorized access to your access controls. We will not be liable for any unauthorized access to, use of, or alteration, corruption, deletion or loss of any Content (as defined below) due to any use of your access controls.
2.3 Unauthorized Use. If you become aware of any unauthorized access or use of the Cloud Services or your account, or of any loss or theft of your access controls, please contact us via email to email@example.com. You will promptly take all steps necessary to terminate any such unauthorized access or use and will provide us with all cooperation and assistance reasonably requested.
2.4 Problems Notification. If you encounter any problems, defects, bugs or errors with the Cloud Services or your account, please inform us without delay.
2.5 Your Affiliates. If you allow use of the Cloud Services by your affiliates, you agree to be responsible for their use and for their compliance with these Terms.
2.6 Compliance. You must always access and use the Cloud Services in compliance with these Terms, any user or technical documentation provided or published by us, and all applicable laws, rules and regulations.
2.7 Cooperation and Access. You will provide all necessary cooperation to us and our service providers in relation to the Cloud Services, and will authorize all necessary access to such information and systems as may be reasonably required by us, our service providers or any third party on their behalf, in each case in order to provide the Cloud Services, including but not limited to the your Content, security access information and configuration services.
2.8 Prohibited Use. You will not: (a) interfere with, attempt to interfere with or disrupt the functionality or proper working of the Cloud Services or of any computer system or network involved in the provision of the Cloud Services; (b) circumvent or manipulate the operation or functionality of the Cloud Services; (c) interfere with, attempt to interfere with or disrupt the security or integrity of the Cloud Services; (d) use the Cloud Services to introduce or propagate any unauthorized data, or any malware, viruses, worms, Trojan horses, spyware or other malicious or harmful code; (e) change, modify or otherwise create derivative works of all or any portion of the Cloud Services; or (f) use the Cloud Services in order to build a similar or competitive service.
In consideration of your subscription to the Cloud Services (other than during a trial period), you will pay us, or our authorized reseller, the fees and charges as quoted to you when you purchase the Cloud Services. Fees are exclusive of any applicable sales or use taxes (such as GST or VAT), and you are responsible for all such taxes. Unless specified otherwise on an order, fees and charges are due and payable upfront, upon your initial subscription to the Cloud Services and for any renewal term. Unless such fees and charges are paid by credit card, they will be paid within thirty (30) days of your receipt of an invoice, by wire transfer to us or our authorized reseller. We reserve the right to change our prices at any time, in respect of any renewal term. Except as otherwise provided in these Terms, all payment obligations are non-cancelable and nonrefundable.
4. Support and Service Availability Commitment
4.1 Technical Support. During your subscription term, we will provide you with technical support in connection with the Cloud Services, according to our support policy which can be found at CTERA Customer Support Services Guide and the specific support plan purchased by you. Technical support will be provided only to your qualified support personnel. A support case may be opened on: https://support.ctera.com.
4.2 Maintenance Updates. We apply ongoing maintenance updates to our software used in the Cloud Services. Except in the case of urgent updates, we schedule maintenance during non-peak usage hours and will provide advance notice of any planned unavailability (if reasonably possible). You agree to comply with all maintenance requirements of which we notify you. In addition, from time to time, our service providers may apply maintenance to the cloud infrastructure used in the Cloud Services, and we will provide you with prior notice of any scheduled maintenance (except for emergency maintenance) of which our service providers notify us.
4.3 Service Availability Commitment. If you purchase the CTERA “Premium Cloud Care” support plan specified in the Support Policy, we will provide you with a service availability commitment in respect of the Cloud Services, including certain service credits if we fail to meet that commitment, as set forth in our Service Level Agreement.
4.4 Professional Services. CTERA professional services may be purchased for a separate fee.
5. Software License
5.1 License. Any software that we provide to you in connection with the Cloud Services for use on your local environment (“Software“), is copyrighted and licensed, not sold, to you, and we grant you a limited, non-exclusive and non-transferable worldwide license, to use that software solely for your internal business purposes, and according to any usage limitations outlined in the applicable order.
5.2 Restrictions. You will not: 1) use, copy, modify, or distribute the Software except as expressly permitted in these Terms; 2) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Software, except as expressly permitted by law without the possibility of contractual waiver; 3) use any of the Software’s components, files, modules, audio-visual content, or related licensed materials separately from that Software; 4) sublicense, rent, or lease the Software; or 5) remove or alter any copyright or other proprietary rights notices affixed to the Software.
5.3 FOSS. The Software includes certain free and open-source programs (collectively, the “FOSS”). A list of the FOSS, together with their respective licensing terms and notices, is available at https://kb.ctera.com/docs/ctera-open-source-licenses.
To the extent the provisions of any FOSS license grant you additional rights, those provisions will govern your use of the applicable FOSS component. The authors, licensors, and distributors of the FOSS have disclaimed all warranties relating to any liability arising from the use and distribution of the FOSS. Certain FOSS licenses require that source code corresponding to the distributed FOSS binaries be made available under the terms of the same FOSS license upon request. To obtain such source code, please send a request by mail to: Open Source Requests, CTERA Networks Ltd, 25 Efal St, Petach Tikva, Israel.
6. Trial Subscriptions
Your use of the Cloud Services during a trial period may be subject to capacity limitations or other restrictions. During a trial period, we may offer you support in accordance with one of the support plans specified in our Support Policy. The service availability commitment set forth in the Service Level Agreement does not apply during a trial period. During the trial period, the Cloud Services are provided “AS-IS” (without warranty or liability of any kind). We may suspend, limit, or terminate your trial subscription, or any support provided during a trial period, at any time and for any reason. Data ingested by the Cloud Services during the trial period is not intended for production use after the trial period (even if you purchase a subscription). Unless you purchase a subscription to the Cloud Services by the end of the trial period, you may not be able to further access the data stored in the Cloud Services and we, after using reasonable efforts to notify you, may delete such data.
7. Your Content
7.1 Content. You are solely responsible for all programs, data, information or other content that you, or any persons that access or use your account or the Cloud Services subscribed to by you (“End User(s)“), upload and store on your account (“Content“), and will ensure that the Content (including the transmission and storage thereof) complies with these Terms and all applicable laws, rules and regulations.
7.2 Lawfulness. You may only use the Cloud Services to store, retrieve, query, serve, and execute Content that is owned, licensed or lawfully obtained by you.
7.3 Notices Regarding Content. You will ensure that the Content will not include any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, injurious to any person or property, harassing or offensive, and will promptly handle and resolve any third party notices or claims relating to the Content, including notices by any person or entity claiming that the Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices.
7.4 Protection of Content. You are to maintain adequate security and protection of the Content transmitted to or stored through the Cloud Services, which may include the use of encryption technology and access controls to protect the Content from unauthorized access and adequate backup of the Content on your on-premises equipment.
7.5 Permitted Access. You hereby grant us and our service providers the right to access, use and disclose the Content as necessary to: (a) provide the Cloud Services, or (b) comply with a request of any governmental or regulatory body (including subpoenas or court orders), or as otherwise required to comply with applicable law, provided that you were provided with advance notice and an opportunity to seek a protective order, unless such notice to you would violate the law or a binding order of a governmental or regulatory body (each of (a) and (b), a “Permitted Access“).
7.6 No Use of Content. We and our service providers will not access, use, disclose or retain the Content for any purpose, including a commercial purpose, except as necessary to provide the Cloud Services or as otherwise permitted by Section 7.5.
7.7 Cooperation. You will provide all information or other materials related to the Content as reasonably requested by us or our service providers to verify your compliance with these Terms. We and our service providers may monitor the external interfaces (e.g., ports) of the Content to verify your compliance with these Terms. You will not block or interfere with our or our service providers’ monitoring, but you may use encryption technology or firewalls to help keep the Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Cloud Services that we reasonably believe may be attributable to the Content or any end user materials that you control.
7.8 Prohibited Content. If we or our service providers reasonably believe that any Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of these Terms (“Prohibited Content”), we may request that the Prohibited Content be removed from your account or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we or our service providers may remove or disable access to the Prohibited Content or suspend the provision of the Cloud Services to you, including your access to your account. Notwithstanding the foregoing, we or our service providers may remove or disable access to any Prohibited Content without prior notice, where it may disrupt or threaten the Cloud Services, pursuant to the Digital Millennium Copyright Act or as required for complying with law or any subpoena, warrant, or order of a court or governmental agency.
8. Data Protection and Information Security
8.1 Protection of your Content. Without derogating from your obligations under Section 2.2 and Section 7.4, we will implement reasonable and appropriate measures designed to help you to secure the Content against accidental or unlawful loss, access or disclosure. For example, we will encrypt the Content before it is transmitted to the cloud infrastructure through the Cloud Services.
8.3 Storage Regions. You may specify the regions in which the Content will be stored, from the regions offered by our service provider of the cloud infrastructure used in the Cloud Services. You are solely responsible for ensuring that the transfer and storage of the Content through the Cloud Services, including but not limited to any personally identifiable information included in the Content, to and in the region(s) you selected are in full compliance with any applicable privacy laws and regulations. In addition, if applicable, you expressly consent to the transfer and storage of the Content outside the European Union. We will not move your Content from the regions selected by you, except as necessary to comply with the law or a binding order of a governmental or regulatory body, in which case, unless it violates the law or the binding order, we will give you notice of such legal requirement or order.
8.4 Data Protection. You are solely responsible for evaluating and verifying that the components and features of the Cloud Services adequately support any specific regulatory or legislative requirements that you, or any user of your account, may have with respect to any personally identifiable information or other information that is regulated by privacy or data protection laws of any jurisdiction (“Protected Information“), included in the Content, and you agree that you are the controller of any such Protected Information.
If and to the extent that you are using the Cloud Services to process the Protected Information of individuals located in the United Kingdom, Switzerland or the European Union (EU), the Data Processing Addendum located at https://www.ctera.com/dpa/, as may be updated from time to time (the “Data Processing Addendum“), will apply to our processing of such Protected Information on your behalf and will be incorporated into these Terms and form a part thereof. In the event of a conflict between these Terms and the Data Processing Addendum with respect to any Protected Information, the Data Processing Addendum will prevail in respect of such information.
8.5 Data Subjects’ Rights. Any individual’s request with respect to his or her Content, including request for access to or correction or deletion of such Content, will be forwarded directly to you, and you will be solely responsible for dealing with such requests in accordance with all applicable laws and regulations.
If you have any questions about the security of any Protected Information, you may contact us at firstname.lastname@example.org.
8.6 Collection of General Technical Data. During your use of the Cloud Services, we or our service providers may gather general technical data related to your account, such as the number and size of the files uploaded to, or otherwise handled through use of, the Cloud Services, usage statistics and analytics, resource identifiers, meta data tags, security and access roles, rules, usage policies and permissions, for the purpose of analyzing usage patterns and improving the Cloud Services, and to investigate fraud, abuse or violations of these Terms.
9. Representations and Warranties
9.1 Mutual Representations and Warranties. Each of us hereby represents and warrants to the other that: (i) it has full corporate power and authority to enter into these Terms and to perform its obligations hereunder; (ii) these Terms, when executed and delivered by it, will constitute a valid and legally binding obligation on its part, enforceable in accordance with their terms; (iii) the execution, delivery and performance of these Terms will not result in the breach or violation of any law or regulation applicable to it or any contract or commitment by which it is bound; and (iv) it has obtained any and all required permits, authorizations, licenses and consents in connection with the execution and delivery of these Terms and the consummation and performance of the transactions contemplated hereunder.
9.2 Your Representations and Warranties. You further represents and warrants to us that: (a) you own or possess all right, title and interest in and to the Content as necessary to grant the rights that are granted to us and our service providers by these Terms; (b) the Content does not violate any privacy, publicity, or any other rights; (c) the Content is not unlawful and will not otherwise give rise to civil or criminal liability; and (d) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and are not listed on any U.S. Government list of prohibited or restricted parties.
10. Proprietary Rights
10.1 Reservation of Rights. We, our affiliates, licensors and service providers own and reserve all worldwide rights, title and interests in and to the Cloud Services and all hardware, software and other items used to provide the Cloud Services, other than the rights we expressly grant to you to use the Cloud Services. No title to or ownership of any proprietary rights related to the Cloud Services is transferred to you pursuant to these Terms.
10.2 Feedback. If you provide us any suggestions, recommendations or other feedback relating to the Cloud Services, then you hereby automatically assigns all rights in and to that feedback to us or our designee, for no consideration.
11. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CLOUD SERVICES ARE PROVIDED “AS IS” AND WE, OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS AND RESELLERS, MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE CLOUD SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE CLOUD SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, OR UNSUSPENDED FOR UNSCHEDULED DOWNTIME, TIMELY, SECURE, PRIVATE, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS AND RESELLERS, DISCLAIM ALL WARRANTIES REGARDING THE CLOUD SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
You will defend us, our affiliates, licensors and service providers, and each of our and their respective directors, officers, employees, agents and representatives (each, an “Indemnifiable Person”) against any claim or action concerning: (a) your or any End User’s use of the Cloud Services, (b) an alleged infringement or misappropriation of third-party rights by any of the Content, (c) any breach or violation by you or the Content of these Terms or of any applicable laws and regulations, or (d) any dispute between you and any End User, (each of the above, a “Claim“), and will pay the amount of any final judgment, fine or settlement awarded or agreed to in respect of such Claim. In addition, you will reimburse our or the Indemnifiable Person’s reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent, responding to any third party subpoena or other compulsory legal order or process associated with any Claims, at our or the Indemnifiable Person’s then-current hourly rates.
We will reasonably notify you in writing of any Claim that is subject to this indemnification obligation and reasonably cooperate, at your expense, in the defense of such Claim. In no event shall you enter into any settlement regarding a Claim without our prior written consent, provided however that you shall not be required to obtain such consent if the proposed settlement solely imposes monetary liability which is fully paid by you hereunder and does not concede or admit liability on our part or of any Indemnifiable Person.
13. Limitations of Liability
13.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT WILL WE, YOU, OR ANY OF OUR RESPECTIVE AFFILIATES, LICENSORS, RESELLERS AND SERVICE PROVIDERS, BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (B) ANY LOSS OF PROFITS, REVENUE, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE OR DATA, OR (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF, IN EITHER CASE, IT HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES, LICENSORS, RESELLERS, OR SERVICE PROVIDERS, BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE CLOUD SERVICES, INCLUDING, WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, AS A RESULT OF ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE CLOUD SERVICES FOR ANY REASON; OR (B) FOR ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, CORRUPTION, LOSS OR FAILURE TO BACKUP OR STORE ANY OF THE CONTENT.
IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES’, LICENSORS’ AND SERVICE PROVIDERS’ AGGREGATE LIABILITY TO YOU UNDER OR IN CONNECTION WITH THESE TERMS, WILL NOT EXCEED THE AMOUNT THAT YOU ACTUALLY PAY US UNDER THESE TERMS FOR THE CLOUD SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.
13.2 Further Limitations. You may not bring a claim under these Terms more than eighteen (18) months after the cause of action arises. In addition, notwithstanding anything to the contrary in these Terms, in no event will our liability to you in respect of: (a) any breach or violation by any of our service providers of these Terms or of applicable law, or (b) any act or omission of any of our service providers or any of their employees, agents or representatives, or (c) any matter for which any of our service providers is liable to us, exceed the liability of such service provider to us, if any, for such matter.
14.1 Suspension of Cloud Services. We may suspend, without liability, your right to access or use all or any part of the Cloud Services immediately upon notice to you, if we determine:
(a) that your or any End User’s subscription to or use of the Cloud Services (i) poses a security risk to the Cloud Services, any computer system or network involved in the provision of the Cloud Services, or any third party, (ii) may adversely impact the Cloud Services or any portion thereof or the systems or content of any other customer of the Cloud Services or of any of our service providers, (iii) is in violation of any applicable law, (iv) may subject us or any of our service providers or any third party to liability, or (v) may be fraudulent;
(b) that you or any End User is in breach of these Terms, including if you are delinquent on any payment obligations; or
(c) You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
(d) in any of the following events: (i) a denial of service attack or any other event which may create a risk to the Cloud Services or to any other customers if the Cloud Services are not suspended, (ii) a security incident or other disaster that impacts the Cloud Services or the security of any of the Content or any other data stored through the Cloud Services, (iii) any of our service providers suspends the provision of its services to us, for any reason; or (iv) in order to comply with the law or requests of any governmental or regulatory entities.
14.2 Notice of Suspension. To the extent practicable, we will provide you with reasonable advance notice before suspension of your account or of your or any End User’s use of the Cloud Services.
14.3 Consequences of Suspension. If we suspend your or any End User’s right to access or use all or any portion of the Cloud Services:
(a) you remain responsible for all fees and charges incurred by it through the date of suspension;
(b) you remain responsible for any applicable fees and charges for any Cloud Services to which you continues to have access or possessions, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; and
(c) we will not erase any of the Content as a result of the suspension, except as specified elsewhere in these Terms.
15. Term and Termination
15.1 Term. These Terms commence on the earlier of (a) the start date specified on your order or (a) the date you accept these terms and conditions, and continues for the subscription term specified on your order and any renewal subscription term. These Terms will renew in accordance with the provisions of Section 1.2.
15.2 Termination by you. You may terminate these Terms, upon thirty (30) days advance written notice to us, if there is any material default or breach of these Terms by us which is not cured within such 30 days-notice period.
15.3 Termination by Us. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms, immediately upon written notice to you, and if relevant, provide you with an opportunity to cure of fourteen (14) days: (A) for cause, if any act or omission by you results in a suspension described in Section 14.1, (B) for cause, if there is any breach by you of these Terms; (C) if our service providers terminate our access to any portion of the Cloud Services or terminate your account for any reason, or (D) in order to comply with any law or regulation, or requests of governmental or regulatory entities.
15.4 Consequences of Termination. Upon any termination of these Terms or of a subscription:
(a) We will discontinue the provision of the Cloud Services to you;
(b) You will remain responsible for all fees and charges that you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
(c) Unless we terminate these Terms or your use of any specific account for cause, you will receive a prorated refund of any unused prepaid subscription fees;
(d) You will immediately return or, if instructed by us, destroy all programs, data, information or other content in your possession that we or any of our affiliates or service providers made available to you in connection with the Cloud Services; and
(e) You will promptly discontinue any use of the Software and destroy all of your copies of the Software.
(f) All provisions of these Terms which by their nature are intended to survive the termination of these Terms (including but not limited to the provisions of Sections 9, 10, 11, 12, 13, 15, 16, 17 and 18) will continue to apply in accordance with their terms.
(g) During thirty (30) days following termination:
(1) We will not erase any Content, in order to enable you to transfer the Content to a new private or public storage device or service, at your sole responsibility, cost and expense;
(2) You may retrieve the Content from the Cloud Services only if you have paid any charges which may be payable for post-termination use of the Cloud Services and all other amounts due; and
(3) Unless we terminate these Terms or your use of any specific account for cause, we will provide you with the same post-termination data retrieval assistance that we make generally commercially available without additional charge to our customers. Any additional post-termination assistance from us is subject to mutual agreement by you and us, on terms to be agreed.
(h) After said (30) days period following termination, we may erase all the Content, without further notice.
By accessing, downloading, using or registering to the Cloud Services, you understand and consent to us sending you (including via email) information regarding the Cloud Services, such as: (a) notices about your use of the Cloud Services, including notices of violations of use; (b) updates to the Cloud Services and new features or products; and (c) administrative messages and other information. Notices emailed to you will be considered given and received when the email is sent. If you do not consent to receive notices electronically, you must stop using the Cloud Services.
17. Governing Law and Jurisdiction
17.1 General Rule. If you are located in the United Kingdom, Switzerland or the EU, governing law is the law of England, and jurisdiction and venue is in London, England. If you are located within the Americas or in a country other than the United Kingdom, Switzerland or EU, governing law is the law of the State of New York, U.S.A. and jurisdiction and venue is in New York, New York, U.S.A. Governing law is without regard to any conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
17.2 Exception. The foregoing shall not apply with respect to legal proceedings initiated by our service provider that result from or relate to your breach of these Terms. In such cases, the governing law and jurisdiction and venue will be as set forth in our agreement with such service provider.
18. Miscellaneous Provisions
18.1 Entire Agreement. These Terms constitute the entire understanding between us concerning their subject matter and supersede all prior or contemporaneous agreements or understandings between us on their subject matter. Unless otherwise agreed to in writing by the party intended to be bound, the terms and conditions of these Terms will prevail over any contrary term, condition or other provision in any order, sales acknowledgment, receipt, acceptance, confirmation, invoice, correspondence or any other document issued by either of us.
18.2 Modifications. We reserve the right to modify these Terms. We will post the most current version of these Terms at https://www.ctera.com/WSA. If we make material modifications to these Terms, we will notify you via the Cloud Services and/or by email to the address associated with your account. If you do not accept such modifications, you must stop using the Cloud Services and terminate your account via email to email@example.com (with cancellation confirmation from our representative). By continuing to use the Cloud Services after we posted a modified version of, or notified you of modifications to, these Terms, you agree to be bound by the modified terms. It is your responsibility to check our website regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms.
18.3 Section Headings. The section headings used in these Terms are for reference and convenience only and will not affect the interpretation of these Terms.
18.4 Severability. If any provision of these Terms is held by a court to be invalid, void, illegal or unenforceable, it will be amended to the minimum extent necessary to ensure it is not invalid, void, illegal or unenforceable, and, as far as is possible, to ensure that it is consistent with the intent and effect of the provision. If it is unable to be so amended, the provision will be severed and the validity, existence, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.
18.5 Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect, unless expressly waived in writing.
18.6 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure result from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, epidemics, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
18.7 Independent Contractors. We and you are independent contractors, and neither of us, nor any of our respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
18.8 No Third Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
18.9 U.S. Government Rights. The Cloud Services and all related software, materials and technology, are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Cloud Services. If you are using the Cloud Services on behalf of the U.S. Government and these Terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of such services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
18.10 Import and Export Compliance. You must comply with all domestic and international import and export laws and regulations that apply to your use of the Cloud Services. These laws include restrictions on destinations, end users and end use.
18.11 Assignment. Neither of us may assign or transfer any of our respective rights or obligations under these Terms to a third party without the prior written consent of the other, except to an affiliate, to a successor pursuant to a merger, reorganization, consolidation or sale, or to an entity that acquires all or a substantial portion of our assets or business relevant for the performance of our obligations under these Terms. Any attempted assignment or transfer in violation of the foregoing will be void. These Terms will be binding upon the permitted successors and assigns of either of us.
18.12 Questions. Should you have any questions concerning these Terms, or if you wish to contact us for any reason, please send us an email to firstname.lastname@example.org.