Terms of Service
Master Subscription Agreement for CloudTDMS Services
This Master Subscription Agreement (“Agreement”) is for Your use of the CloudTDMS Services to generate Test Data using CloudTDMS online platform and/or applications & tools. It is effective between You and Us as of the date of You accept this Agreement.
“CIP” means the “Cloud Innovation Partners” and its Affiliates.
“Cloud Innovation Partners” means the company You Are Contracting With. As well as its legal entities:
- Cloud Innovation Partners Ltd, Company number 10528084, Incorporated in the United Kingdom
- Cloud Innovation Partners SAS, Company/SIRET number 90927709700012, Incorporated in France
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.
1. Acceptance of these Terms & Conditions
YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT BY:
- CLICKING A CHECK BOX OR BUTTON, OR
- EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR
- BY ACCESSING, DOWNLOADING OR USING THE CloudTDMS SERVICES.
BY ACCEPTING THIS AGREEMENT, YOU AGREE TO ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE CLOUDTDMS SERVICES.
Please note that certain Services may be subject to certain eligibility requirements and other conditions, such as registration requirements, CIP approval of order forms, and payment of applicable fees. Any rights that you may have under the Agreement with respect to such Programs or Offers are subject to your fulfilment of such requirements and conditions. You must not access, download or use any Services unless you have accepted the terms of the Agreement and fulfilled all applicable eligibility requirements and conditions.
2. Application of these Terms & Conditions
This agreement shall address the following plans and offerings of CloudTDMS:
- Starter (Free - for one user only)
- Professional (paid subscription for one user only)
- Business (paid subscription muti-user)
The Enterprise plan/offer of CloudTDMS shall be addressed in a dedicated document.
3. Fees and Payment Terms
CloudTDMS is provided to Customer subject to payment of the subscription fees. Customer agrees to pay the subscription fee associated with the chosen plan/offer at sign-up (Starter/Free, Professional, Business or Enterprise, as described below). Customer may upgrade to a different plan/offer anytime. Customer hereby authorizes CIP to charge the credit card provided upon its acceptance of the terms of this Agreement on a monthly or annual basis. If payment of any fee is rejected, or otherwise overdue, CIP may suspend Customer's access to CloudTDMS until such delinquency is corrected. No refunds will be provided. CIP may change the plans/Offers and/or subscription fees by not less than thirty (30) days advance notice.
The current plans are as follows (prices on our website):
|Professional||Monthly & Yearly Subscriptions|
|Premium||Monthly & Yearly Subscriptions|
|Team||Team||Monthly & Yearly Subscriptions|
|Business||Monthly & Yearly Subscriptions|
4. Use of the CloudTDMS Services
Subject to compliance with this Terms and conditions, CIP authorizes you to access and use the CloudTDMS Services solely for your own internal use.
You may NOT use the CloudTDMS Services with Production Data/Platforms or to provide services based on CloudTDMS features to others, including services of development, test, implementation, customization or configuration. You may not transfer, sublicense, distribute or otherwise provide third parties access to any applications, integrations or other material that you develop using the CloudTDMS Services. If you need to access the Subscription Service on a production basis or to provide services or develop applications for others, please contact CIP to discuss commercial offerings.
You may not, without Our prior written consent, access or use the CloudTDMS Services for production purposes, or if You are Our direct competitor, or to monitor the availability, performance or functionality of the CloudTDMS Services, or for any other benchmarking or competitive purposes.
You agree that CIP may collect, use and disclose quantitative data derived from the use of the CloudTDMS Services for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed regarding your use of the CloudTDMS Services will be in aggregate form only.
5. Use of the Starter/Free Plan
THE CloudTDMS Starter/Free Services ARE PROVIDED TO YOU UNDER THIS AGREEMENT AT YOUR OWN RISK AND “AS-IS” WITHOUT WARRANTY OF ANY KIND
CIP may update, upgrade, add or remove modules, features and/or functionalities, and otherwise modify the CloudTDMS Services in its sole discretion without notice to you. Access to CloudTDMS technical support resources is not provided with Services.
CIP reserves the right to terminate or modify the CloudTDMS Starter/Free Services including any of its features and content, in whole or in part, in any manner in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the CloudTDMS Starter/Free Services is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the CloudTDMS Services to registered users or another subset of users. You are solely responsible for making all arrangements necessary for you to access the CloudTDMS Starter/Free Services.
6. Your rights to use the services
The CloudTDMS Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by “Cloud Innovation Partners”.
You agree not to use, nor permit any third party to use, the CloudTDMS Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the CloudTDMS Services to any third party.
- Reproduce, modify, copy, sell, trade, lease, rent or resell the CloudTDMS Services.
- Decompile, disassemble, or reverse engineer the CloudTDMS Services.
- Make the test data generated by CloudTDMS available on any file-sharing or application hosting service.
7. Interaction with Data Storages or Sources
You SHOULD NEVER USE OR CONNECT CloudTDMS TO PRODUCTION INSTANCES OF DATA STORAGES OR SOURCES. ONLY ALLOWED USE OF OUR TEST DATA GENERATION SERVICES IS WITH NON_PRODUCTION INSTANCES/DATABASES/SERVICES.
Any data transferred to Data Storages/Sources solutions or applications or platforms using CloudTDMS Services is subject to all of the applicable data provisions of Customer's agreement with Data Storages/Sources solutions or applications or platforms (e.g., privacy policies, acceptable use policies, and takedown requirements). Data Storages/Sources solutions or applications or platforms could be (but not limited to):
- Amazon AWS Services (S3, Redshift etc…)
- Google & GCP Services (Drive, Big Query etc…)
- Microsoft Azure Services
- MySQL Databases
- Postgres Databases
- Oracle Databases
You represent and warrant that you own or otherwise rightfully possess all intellectual property and other rights necessary to allow you to connect CloudTDMS to Data Storages/Sources.
8. Warranty Disclaimers
The CloudTDMS Services AND OTHER CIP CORE TECHNOLOGY (AS DEFINED BELOW) ARE PROVIDED TO YOU UNDER THIS AGREEMENT AT YOUR OWN RISK AND “AS-IS” WITHOUT WARRANTY OF ANY KIND. You shall manipulate only non-sensitive & non-production data into the CloudTDMS, especially connecting CloudTDMS to only non-production platforms & services (Such as Dev, Test, QA etc…).
CIP has no obligation or liability for or with respect to its test data Services designed for non-production purposes only, including without limitation: warranty, support, reliability, backup, performance or service level, refund, service credits, loss of use or loss of data.
9. Limitation of Liability
CIP SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES OR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY KIND ARISING UNDER OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST DATA, INTERRUPTION OF BUSINESS, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF ONE HUNDRED EURO OR THE AMOUNT PAID BY YOU HEREUNDER IN THE MONTH PRECEDING THE INCIDENT.
IN NO EVENT SHALL CIP HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY DIRECT/INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Term and Termination
This Agreement commences on the date you accept it and continues until all User Subscriptions granted in accordance with this Agreement have expired or been terminated. User Subscriptions for CloudTDMS Services commence on the date you accept this Agreement and continue until terminated by either party.
You may terminate CloudTDMS Services User Subscriptions immediately without cause at any time upon written notice to Us.
We may terminate CloudTDMS Services User Subscriptions at any time without cause upon immediate written notice to You, upon notice to You if CloudTDMS Services have not been accessed by a User for 3 months or longer, or upon immediate written notice to You of a material breach of this Agreement.
Upon any termination of this agreement, we shall have NO OBLIGATION to maintain or provide any of your Data or configurations in CloudTDMS. We shall thereafter, unless legally prohibited, DELETE all of your Data and Configurations in CloudTDMS systems or otherwise in Our possession or under Our control.
UPON ANY TERMINATION OF THIS AGREEMENT, ALL DATA, CONFIGURATIONS AND OTHER MATERIALS DEFINED AND DEVELOPED BY YOU USING THE CloudTDMS Services AND HOSTED ON OUR PLATFORM WILL BE PERMANENTLY LOST.