Legal Information

Privacy Policy

This Privacy Policy describes how the CloudClarity website (https://www.cloudclarity.app) collects, uses and discloses information, and what choices you have with respect to the information. Updates in this version of the Privacy Policy reflect changes in data protection law.

When we refer to “Cloud Lifecycle Solutions”, we mean Cloud Lifecycle Solutions PTY LTD that acts as the controller or processor of your information, as explained in more detail in the “Identifying the Data Controller and Processor” section below.

Cloud Lifecycle Solutions (“Cloud Lifecycle Solutions,” “we,” “us,” “our,” or “Company”) is committed to respecting the privacy of the information collected from its customers, visitors, and other users (“you” or “your”) of the CloudClarity website, (the “CloudClarity site,” or “Site”).  We created this Privacy Policy (this “Policy”) to explain how we collect, use, disclose, and safeguard your information when you use the Cloud Lifecycle Solutions Site.  

This Policy is only applicable to the CloudClarity Site, and not to any other websites that you may be able to access from the Site or via the Services, each of which may have data collection and use practices and policies that differ materially from this Policy. This Policy applies to all personal information received by Cloud Lifecycle Solutions whether in electronic, paper or verbal format.

PLEASE READ THIS POLICY CAREFULLY. We take the security and privacy of your personal information very seriously and only collect personally identifiable information that is appropriate for you to use, interact and improve Cloud Lifecycle Solutions Site. If you do not agree with the terms of this Policy, please do not download the Site, access the Services, or otherwise use the Cloud Lifecycle Solutions Site.

Information we collect and receive

Personal Information. We may ask for certain personal information from you for the purpose of providing you with any content and/or services that you request (including but not limited to your name, organization, address, phone number, email address).

We may also decide to keep the info you submit to us on file so we can properly respond to any of your questions or concerns, as well as for future communication.

Testimonials. From time to time, we may specifically contact you to provide a testimonial regarding your experience, thoughts and comments about the CloudClarity Site. If you agree to provide a testimonial, we will publish your testimonial on our Site and the information you provide such as your full name and company will be public. However, you have the right to decline our request for a testimonial and not provide us any information.

Other information we collect

Automatic Collection. We may automatically collect the following information about your use of our Services: access time, device ID, Application ID or other unique identifier; domain name, IP address, language information; device name and model; operating system information; location information; your activities within the Services; and the length of time that you are logged in.

Cookies. From time to time, we may use the standard “cookies” feature of major browser applications that allows us to store a small piece of data on your device about your activity on our Site. We do not set any personally identifiable information in cookies, nor do we employ any data capture mechanisms on our website other than cookies. We are always looking to improve the quality of our service and to customise your experience on our Site. Cookies help us learn which areas of our site are useful and which areas need improvement. You can choose whether to accept cookies by changing the settings on your browser. However, if you choose to disable this function, your experience with our Site may be diminished and some features may not work as they were intended.

How we use that information and with whom it may be shared

Having accurate information about you permits us to provide you with a smooth, efficient, and customised experience. Cloud Lifecycle Solutions uses your information in furtherance of performance of a contract to provide you our Site, information we collect with your consent and our legitimate interests in operating our Site and business as listed below. Please see how we use the information we collect from you:

Personal Information. We will not share your personal information with any third parties without your consent, except as necessary to provide you with the CloudClarity Site or to comply with the law. We may use your personal information to verify your identity, to check your qualifications, or to follow up with transactions initiated on the Site. We may also use your contact information to inform you of any changes to the Site, or to send you additional information about Company. If you give your permission, we may share your contact information with our business partners or other companies that we integrate with.

Anonymous Information. We use anonymous information to analyse our Site traffic, but we do not examine this information for individually identifying information. In addition, we may use anonymous IP addresses to help diagnose problems with our server, to administer our Site, or to display the content according to your preferences. Traffic and transaction information may also be shared with business partners and advertisers on an aggregate and anonymous basis.

Marketing. We may use your personal information to:

to provide you with information about the CloudClarity Site, features we add to CloudClarity Site that are similar to those that you have already purchased or enquired about;
to make suggestions and recommendations to you and other users of CloudClarity Site about additional features or services that may interest you, which may be based on your activity on CloudClarity Site.
to provide you updates about CloudClarity, and our success innovating CloudClarity Site.

Use of Cookies. We may use cookies and other tracking technologies to deliver content specific to your interests, to save your password so you don’t have to re-enter it each time you visit our Site, or for other purposes. Promotions or advertisements displayed on our Site may contain cookies. Aggregate cookie and tracking information may be shared with third parties. Also, we may display certain advertising offers on our Site to allow service providers, advertisers, or other third parties to advertise on our Site. Most browsers are set up to accept cookies by default. You can remove or reject cookies, but be aware that such action could affect the availability and functionality of the CloudClarity Site.

Disclosure to Protect Lawful Interests. We may disclose personal information if required to do so by law or in the good-faith belief that such action is necessary to (1) conform to the edicts of the law or comply with legal process served on Company or its parent company, subsidiaries or affiliates, (2) protect and defend the rights or property of Company or the users of the Site, or (3) act under exigent circumstances to protect the safety of the public or users of the Site.

Sale of Information. In order to accommodate changes in our business, we may sell or buy portions of our company or other companies or assets, including the information collected through this Site. If Company or substantially all of its assets are acquired; customer information will be one of the assets transferred to the acquirer.

Retention Period. We review our retention periods for personal information on a regular basis. We will hold your personal information on our systems for as long as you are using the CloudClarity Site.  

Your rights

Correcting Your Information. The accuracy of your information is important to us. We are working on making it easier for you to review and correct the information we hold about you. If you change email address, or you think any of the other information we hold is inaccurate or out of date, please email us at: info@ cloudclarity.app.

Access to Information. You have the right to ask for a copy of the information we hold about you, free of charge, and we will respond to your request within 30 (thirty) days.

Marketing. You have the right to ask us not to process your personal information for marketing purposes. You can exercise your right to prevent such processing by contacting us at: info@ cloudclarity.app.

The CloudClarity Site, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal information to these websites.

Right To Portability. You have the right to receive personal data you have provided to us in a structured, commonly used and machine readable format. You also have the right to request that we, as the controller, transmit this data directly to another controller. You may only exercise this right with respect to the personal data you have provided to us with your consent or for the performance of a contract. The right to data portability only applies to personal data. This means that it does not apply to genuinely anonymous data. If you wish to exercise your right to portability, free of charge, please contact us at info@ cloudclarity.app. We will respond to your request within 30 (thirty) days.

Right to File a Complaint. If you are residing in European Economic Area: If you have any concerns and/or complaints regarding our information privacy practices, please contact us at info@ cloudclarity.app, we will help to resolve your question, concern or complaint. If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, after you contacted us, you have the right to file a complaint with your Data Protection Authority.

Transferring your information outside of Europe

Cloud Lifecycle Solutions' components are hosted in Azure. As part of the services offered to you through the CloudClarity Site, the information which you provide to us may be transferred to countries outside the European Union (“EU”).  By way of example, this may happen if any of our or third-party providers’ servers are from time to time located in a country outside of the EU. These countries may not have similar data protection laws to the EU.

By submitting your personal data, you are agreeing to this transfer, storing or processing. If we transfer your information outside of the EU in this way, we will take steps to ensure that appropriate security measures are taken with the aim of ensuring that your privacy rights continue to be protected as outlined in this Policy.

If you use our services while you are outside the EU, your information may be transferred outside the EU in order to provide you with those services.

Identifying the Data Processor and Data Controller

Data protection law in certain jurisdictions differentiates between the “controller” and “processor” of information. In general, you are the controller of your data. In general, Cloud Lifecycle Solutions is the processor of your data.

Data Security

We have administrative, technical, and physical security measures in place to help prevent the loss, misuse, and alteration of the information that we obtain from you, but we make no assurances about our ability to prevent any such loss, misuse, to you or to any third party arising out of any such loss, misuse, or alteration.  Any information disclosed online can potentially be intercepted and used by unauthorized parties.

CONTROLS FOR DO-NOT-TRACK FEATURES

Most web browsers and some mobile operating systems include a Do-Not-Track (“DNT”) feature or setting that you can activate to signal your privacy preference not to have information about your online browsing activities monitored or collected.

Our Site does not track your browsing activities across third party websites and we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your preference not to be tracked online.  No uniform technology standard for recognising and implementing DNT signals has been finalised. Because there is not yet a common understanding of how to interpret the DNT signal, we do not currently respond to DNT signals which may be sent from your computer, mobile device, or any other mechanism that automatically communicates your choice not to be tracked online.  If a standard for online tracking is adopted that we must follow in the future, we will provide information about that practice in a revised version of this Policy.

Third Party Services

The Site may contain links to other websites. If you choose to visit other websites, we are not responsible for the privacy practices or content of those other websites, and it is your responsibility to review the privacy policies at those websites to confirm that you understand and agree with their policies.

NOTICE CONCERNING THE INFORMATION OF CHILDREN

The CloudClarity Site is not directed to children. In connection with our Services, we do not knowingly solicit information from or market to children under the age of 16. Please contact us if your child has provided personal information to us and we will take reasonable measures to promptly delete the information from our records; however, please be aware that the information may not be completely or comprehensively removed from our databases, if it is kept in a de-identified manner and if we are not able to link that information to the individual.

How to Contact Us

If you have questions or comments about these policies, please email us at info@cloudclarity.app.

Updates and Changes

We reserve the right, at any time, to add to, change, update, or modify this Policy, simply by posting such change, update, or modification on the Site and without any other notice to you. Any such change, update, or modification will be effective immediately upon posting on the Site. It is your responsibility to review this Policy from time to time to ensure that you continue to agree with all of its terms.

Terms and Conditions

By subscribing, accessing or using the Services you agree to the terms of this agreement. If you are accepting these terms on behalf of another person, companyor other legal entity, you represent and warrant that you have full authority to bind that person, corporation, or legal entity to these terms.

Cloud Lifecycle Solutions and Client agree to the following Agreement and any Confirmation.

1. DEFINITIONS

1.1.Except to the extent expressly provided otherwise, in this Agreement:

“Account” means an account enabling a User to access and use the CloudClarity Services;

“Agreement” means this agreement including the and any Confirmation;

“CloudClarity Services” means the CloudClarity Services, as specified in the CloudClarity Services Specifications;

“CloudClarity Services Defect” means a defect, error or bug in the Platform having a material adverse effect on the operation, functionality or performance of the CloudClarity Services, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Client or any User using or accessing the Platform or the CloudClarity Services;

(b) any use of the Platform or the CloudClarity Services contrary to the CloudClarity Services Specifications, whether by the Client or by any User;

(d) an incompatibility between the Platform or CloudClarity Services and any other system, network, application, program, hardware or software not specified as compatible in the CloudClarity Services Specifications.

“CloudClarity Services Specifications” means the latest version of the specifications, including any user guide or reference manual developed by Cloud Lifecycle Solutions for the Platform and the CloudClarity Services, as may be amended from time to time and made available at http://www.cloudclarity.app;

“Business Day” means any weekday other than a statutory holiday in Sydney, Australia;

“Confirmation” means a confirmation notice issued by Cloud Lifecycle Solutions , or any other person on its behalf, to the Client , confirming the subscription to the Services, the Term of the subscription, the number of Users allowed, the payment details and access credentials;

“Client” means the person that subscribed to the Services as detailed in the Confirmation;

“Client Confidential Information” means any information disclosed by or on behalf of the Client to Cloud Lifecycle Solutions at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential” or should have been reasonably understood by Cloud Lifecycle Solutions to be confidential and the Client Data;

“Client Data” means all data, works and materials uploaded to or stored on the Platform by the Client ; transmitted by the Platform at the instigation of the Client ; supplied by the Client to Cloud Lifecycle Solutions for uploading to the Platform; transmission by or storage on the Platform or generated by the Platform as a result of the use of the CloudClarity Services by the Client in order to issue a Report;

“Effective Date” means the date of the subscription and payment to the CloudClarity Services;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights and patents);

“Maintenance Services” means the general maintenance of the Platform and CloudClarity Services, and the application of Updates;

“Personal Data” has the meaning given to it in the Privacy and Personal Information Protection Act 1998 (NSW) or any other similar law or regulation applicable to Client ;

“Platform” means the platform managed by Cloud Lifecycle Solutions and used by Cloud Lifecycle Solutions to provide the CloudClarity Services, including the application and database software for the CloudClarity Services and the system and server software used to provide the CloudClarity Services;

“Purchase Price” means the price, excluding applicable taxes, paid for a subscription for the CloudClarity Services for the Term and number of Users as specified in the Confirmation and any Confirmation issued form the automatic renewal of the CloudClarity Services;

“Report” means a report generated by the use of the CloudClarity Services based on Client Data;

“Services” means the CloudClarity Services, the Support Services and the Maintenance Services;

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the CloudClarity Services, but shall not include the provision of training services;

“Term” means the length of time period specified in the Confirmation during which any User has the right to benefit from the Services;

“Cloud Lifecycle Solutions” means Cloud Lifecycle Solutions Pty Ltd a company duly incorporated under the laws of Australia with its principal place of business at Level 2, 44 Pitt Street, Sydney, NSW 2000;

“Update” means a hotfix, patch or minor version update to any Platform software;

“User” means one, many, an unlimited number of users, an Azure subscription ID as specified in the Confirmation and for which the Client granted authorisation to access the Platform and the CloudClarity Services ;

2. CloudClarity SERVICES

2.1. Cloud Lifecycle Solutions shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Client and for the specific User.

2.2. Cloud Lifecycle Solutions hereby grants to the Client a worldwide, non-exclusive, non-transferable access to use the CloudClarity Services for the internal business purposes of the Client and for Client’s clients during the Term.

2.3. The access granted by Cloud Lifecycle Solutions to the Client under Clause 2.2 is subject to the following limitations:

(a) the CloudClarity Services may only be used by the officers and employees, of the Client that have been authorised by the Client ; and

(b) the CloudClarity Services must not be used at any point in time by more than the number of concurrent Users specified in the Confirmation, if any.

2.4. Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the access granted by Cloud Lifecycle Solutions to the Client under Clause 2.2 is subject to the following prohibitions:

(a) the Client must not assign its right to access and use the CloudClarity Services;

(b) the Client must not permit any unauthorised person or User to access or use the CloudClarity Services;

(c) the Client must not use the CloudClarity Services to provide services to third parties in a manner that can compete with Cloud Lifecycle Solutions and CloudClarity as a software provider;

(d) the CloudClarity Services may be used by the Client to provide accessory consulting services part of its consulting activities to its current or future clients but in no way shall be used as a specific service or as its main business service to its clients;

(e) the Client must not make any alteration to the Platform; and

(f) the Client shall not copy, reverse engineer, disassemble, decompile, translate, or try to modify the CloudClarity Services or Platform.

2.5. The Client will not receive, review, or otherwise use or have access to the source code for the CloudClarity Services or Platform.

2.6. At no time shall the Client or any User engage in any illegal, deceptive or unfair trade or other practice that may adversely affect the image or reputation of the CloudClarity Services or Cloud Lifecycle Solutions or make any false, misleading or disparaging statement or representation regarding the CloudClarity Services or Cloud Lifecycle Solutions . The Client shall use only sound business methods and ethical trade practices in promoting, marketing and distributing the Report resulting from the use of the CloudClarity

2.7. The Client shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised User may gain access to the CloudClarity Services using an Account.

2.8. Cloud Lifecycle Solutions shall use reasonable endeavours to maintain the availability of the CloudClarity Services to the Client at the gateway between the public internet and the network of the hosting services provider for the CloudClarity Services, but does not guarantee 100% availability.

2.9. In the event of any downtime, Cloud Lifecycle Solutions will use reasonable commercial efforts in order tosolve the issue and keep the Client informed of the expected repair period.

2.10. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

(a) a Force Majeure Event;

(b) a fault or failure of the internet or any public telecommunications network;

(d) any breach by the Client or any User of this Agreement; or

(e) scheduled maintenance carried out in accordance with this Agreement.

2.11. The Client or any User must not use the CloudClarity Services in any way that causes, or may cause, damage to the CloudClarity Services or Platform or impairment of the availability or accessibility of the CloudClarity Services.

2.12. The Client must not use the CloudClarity Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.13. Client may use the CloudClarity trademark, service marks, logos, or slogans on any Report. Any other use of the trademark shall be authorised in writing by Cloud Lifecycle Solutions .Client shall not use the trademark in any unlawful manner or in any manner that tends directly or indirectly to lessen the value or goodwill thereof, is likely to confuse, mislead, or deceive the public, or to be adverse to the best interests of Cloud Lifecycle Solutions .

2.14. The performance of the CloudClarity Services may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. The Client is responsible for all Internet access charges, including download extra charges exceeding its internet package following the use of the CloudClarity Services. Please check with your Internet provider for information on possible Internet data usage charges. Cloud Lifecycle Solutions makes no representations or warranties about the quality and performance of the download speed and process time of the CloudClarity Services as it will vary based on a number of factors, including the Client location, available bandwidth at the time and the configuration of the computer of the Client or User.

3. MAINTENANCE SERVICES

3.1. Cloud Lifecycle Solutions shall provide the Maintenance Services to the Client during the Term.

3.2. Cloud Lifecycle Solutions shall, where practicable, give to the Client a prior written notice trough the CloudClarity website of scheduled Maintenance Services that are likely to materially affect the availability of the CloudClarity Services or are likely to have a material negative impact upon the CloudClarity Services.

3.3. Cloud Lifecycle Solutions shall provide the Maintenance Services with reasonable skill and care.

4. SUPPORT SERVICES

4.1. Cloud Lifecycle Solutions shall provide the Support Services to the Client during the Term.

4.2. Cloud Lifecycle Solutions shall provide the Support Services with reasonable skill and care.

4.3. The Client may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services. The Client must not use the helpdesk for any other purpose.

4.4. Cloud Lifecycle Solutions shall respond within the delay of one Business Day to all requests for Support Services made by the Client through the helpdesk.

5. TERM

5.1. This Agreement shall come into force upon the Effective Date.

5.2. This Agreement shall continue in force for the Term, subject to termination in accordance with this Agreement. The initial Term of this Agreement is specified in the Confirmation. This Agreement will automatically renew for successive terms of equal length as the initial Term unless Client provides Cloud Lifecycle Solutions a notice of non-renewal at least five (5) days prior to the end of the then current Term.

5.3 For any Term to be renewed, Client must have paid in advance the Purchase Price, in force at such time, for the renewed Services.

6. PURCHASE PRICE AND PAYMENT

6.1. The Client shall pay the Purchase Price to Cloud Lifecycle Solutions at the time of the subscription, or any renewal, through its online payment platform.

6.2. Cloud Lifecycle Solutions shall issue an invoice for the Purchase Price to the Client on or shortly following the subscription to the CloudClarity Services.

6.3. All payment obligations are non-cancellable and non-refundable.

6.4. The Purchase Price for any renewal Term will be the Purchase Price advertised on the CloudClarity web site, referred at clause 6.5 herein below, at the time of the renewal Term. To that effect, the Purchase Price is payable by Paypal or by credit card. The Client allows Cloud Lifecycle Solutions to charge its credit card or Paypal account with the Purchase Price and applicable taxes for the subscription renewal under the terms of this Agreement, and this shall constitute a sufficient and valid authorisation by the Client to do so.

6.5 The Purchase Price available at http://www.cloudclarity.app/pricing is stated in US Dollars and is exclusive of all taxes and Client is responsible for payment of all such taxes.

7. CLIENT DATA

7.1. The Client hereby grants to Cloud Lifecycle Solutions a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Data to the extent reasonably required for the performance of Cloud Lifecycle Solutions’ obligations and the exercise of Cloud Lifecycle Solutions’ rights under this Agreement in providing the CloudClarity Services, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, to the extent reasonably required for the performance of Cloud Lifecycle Solutions’ obligations and the exercise of Cloud Lifecycle Solutions’ rights in providing the CloudClarity Services.

7.2. The Client warrants to Cloud Lifecycle Solutions that the use of the Client Data by Cloud Lifecycle Solutions in accordance with this Agreement will not breach the provisions of any law, statute or regulation, infringe the Intellectual Property Rights or other legal rights of any person; or give rise to any cause of action against Cloud Lifecycle Solutions, in each case in any jurisdiction and under any applicable law.

8. NO ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

8.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Cloud Lifecycle Solutions to the Client, or from the Client to Cloud Lifecycle Solutions.

9. CLOUD LIFECYCLE SOLUTIONS‘ CONFIDENTIALITY OBLIGATIONS

9.1. Cloud Lifecycle Solutions:

(a) must keep the Client Confidential Information strictly confidential;

(b) must not disclose the Client Confidential Information to any person without the Client’s prior written consent;

(c) must use the same degree of care to protect the confidentiality of the Client Confidential Information as Cloud Lifecycle Solutions uses to protect Cloud Lifecycle Solutions ’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d) must act in good faith at all times in relation to the Client Confidential Information; and

(e) must not use any of the Client Confidential Information for any purpose other than for the purpose to provide the Services.

(f) may keep Non-Personally Identifiable Information and Non-Confidential Information and may share information to show trends about the general use of services.

9.2. Notwithstanding Clause 9.1, Cloud Lifecycle Solutions may disclose the Client Confidential Information to Cloud Lifecycle Solutions’ officers and employees, for debugging purpose who have a need to access the Client Confidential Information for the performance of their work with respect to the provision of the Services and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.

9.3. This Clause 9.1 imposes no obligations upon Cloud Lifecycle Solutions with respect to Client Confidential Information that:

(a) is known to Cloud Lifecycle Solutions before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of Cloud Lifecycle Solutions; or

(c) is obtained by Cloud Lifecycle Solutions from a third party in circumstances where Cloud Lifecycle Solutions has no reason to believe that there has been a breach of an obligation of confidentiality.

9.4. Notwithstanding Clause 9.1, Cloud Lifecycle Solutions may also be required to disclose by law or by order of any court of competent jurisdiction or pursuant to any rule or requirement of any regulatory authority or government body to which they may be subject, in which case notice and details of any such requirement must be given by Cloud Lifecycle Solutions to the Client as soon as Cloud Lifecycle Solutions has been informed of such disclosing order or legal requirement. In the absence of a protective order or Cloud Lifecycle Solutions ’s receipt of a waiver from Client, Cloud Lifecycle Solutions is permitted to disclose only that portion of Information that it is legally compelled to disclose. In this case, all reasonable legal fees incurred by Cloud Lifecycle Solutions in relation with a response to such court order or rule shall be assumed by Client.

10.DATA PROTECTION

10.1. The Client warrants to Cloud Lifecycle Solutions that it has the legal right to provide Personal Data to Cloud Lifecycle Solutions in connection with provision of the Services, and that the processing of that Personal Data by Cloud Lifecycle Solutions in connection with the provision of the Services will not breach any applicable data protection or data privacy laws.

11.WARRANTIES

11.1. Cloud Lifecycle Solutions warrants to the Client that:

(a) the Platform and CloudClarity Services will conform in all material respects with the CloudClarity Services Specifications;

(b) the CloudClarity Services will be free from CloudClarity Services Defects;

(c) the application of Updates to the Platform by Cloud Lifecycle Solutions will not introduce any CloudClarity Services Defects into the CloudClarity Services; and

(d) the Platform will incorporate security features reflecting the requirements of good industry practice.

11.2. The Client warrants to Cloud Lifecycle Solutions that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

11.3. All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

12.ACKNOWLEDGEMENTS AND WARRANTY LIMITATIONS

12.1. The Client acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Cloud Lifecycle Solutions gives no warranty or representation that the CloudClarity Services will be wholly free from defects, errors and bugs.

12.2. The Client acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Cloud Lifecycle Solutions gives no warranty or representation that the CloudClarity Services will be entirely secure.

12.3. The Client acknowledges that the CloudClarity Services are designed to be compatible only with that software and those systems specified as compatible in the CloudClarity Services Specification; and Cloud Lifecycle Solutions does not warrant or represent that the CloudClarity Services will be compatible with any other software or systems.

12.4 The Client acknowledges that Cloud Lifecycle Solutions will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the CloudClarity Services; and, except to the extent expressly provided otherwise in this Agreement, Cloud Lifecycle Solutions does not warrant or represent that the CloudClarity Services or the use of the CloudClarity Services by the Client will not give rise to any legal liability on the part of the Client or any other person.

12.5. The Client acknowledges that the accuracy of the content of the Report is not guaranteed in all material respects and that it is based on the quality and accuracy of the Client Data and the Microsoft Azure APIs data;

13.LIMITATIONS AND EXCLUSIONS OF LIABILITY

13.1. Nothing in this Agreement will:

(a) limit or exclude any liability for fraud or fraudulent misrepresentation;

(b) limit any liabilities in any way that is not permitted under applicable law; or

13.2. The limitations and exclusions of liability set out in this Clause 13 and elsewhere in this Agreement:

(a) are subject to Clause 13.1; and

(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

13.3. Cloud Lifecycle Solutions shall not be liable to the Client in respect of:

(a) any losses arising out of a Force Majeure Event;

(b) loss of profits or anticipated savings;

(d) any loss of use or production;

(e) any loss of business, contracts or opportunities;

(f) any loss or corruption of any data, database or software; and

(g) any special, indirect or consequential loss or damage.

13.4. The liability of Cloud Lifecycle Solutions to the Client under this Agreement in respect of any event or series of related events shall not exceed the Purchase Price for the then current Term where a fault may have caused a damage to the Client.

14.INDEMNIFICATION

14.1. Client agrees to indemnify, defend, and hold Cloud Lifecycle Solutions harmless from all claims, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to any: (i) Client breach of this Agreement; (ii) Client Data passing to or from Client through the CloudClarity Services or the Platform; (iii) taxes arising from the Purchase Price whether now in effect or imposed in the future; (iv) failure by Client to obtain all necessary consents related to Client Data; (v) claims by third parties arising from Client ’s use of the CloudClarity Services; and (vi) any reasonable costs and legal fees required for Cloud Lifecycle Solutions to respond to a subpoena, court order or other official government inquiry regarding Client Data or Client ’s use of the CloudClarity Services.

14.2. Cloud Lifecycle Solutions shall defend and hold Client harmless from any claim by a third party that the CloudClarity Services infringe any patent, copyright or trade secret of that third party. The foregoing obligation of Cloud Lifecycle Solutions does not apply with respect to CloudClarity Services: (i) not supplied by Cloud Lifecycle Solutions ; (ii) used in a manner not expressly authorised by this Agreement (iii) made in accordance with Client ’s specifications; (iv) modified by anyone other than Cloud Lifecycle Solutions , if the alleged infringement relates to such modification; (v) combined with other products, processes or materials where the alleged infringement would not exist but for such combination; or (vi) where Client continues the allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement.

14.3. The parties may request indemnification under this provision, provided they: (a) promptly give written notice of the claim to the indemnifying party; (b) give sole control of the defence and settlement to the indemnifying party (provided any settlement relieves the indemnified party of all liability in the matter); (c) provide all available information and reasonable assistance; and (d) have not previously compromised or settled such claim.

15.FORCE MAJEURE EVENT

15.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

15.3. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16.TERMINATION

16.1. Cloud Lifecycle Solutions may terminate this Agreement for cause immediately and without notice to Client if: (a) Client commits a breach of this Agreement; (b) Client becomes insolvent; or (c) Client makes an unauthorised assignment of this Agreement. Upon termination of this Agreement, Client agrees that its Account and all Client Data or Client Confidential Information will not be accessible anymore and Cloud Lifecycle Solutions shall not have any obligation to retain such Client Data or Client Confidential information, which may be irretrievably deleted.

17.EFFECTS OF TERMINATION

17.1. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save for the provisions that shall survive by their nature.

17.2. The termination of this Agreement shall not affect the accrued rights of either party.

17.3. Upon termination, any Purchase Price paid by Client for the Services may not be refund. The Client acknowledges and accepts that the Agreement may not be terminated before the Term or any renewal Term unless Cloud Lifecycle Solutions is paid for the entirety of such Term.

18.NOTICES

18.1. Any notice from one party to the other party under this Agreement may be given, for the Client by email to Cloud Lifecycle Solutions at the following email address: info@cloudclarity.app and by Cloud Lifecycle Solutions to Client at its email address specified in the Confirmation.

19.GENERAL

19.1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

19.2. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.3. Cloud Lifecycle Solutions reserves the right to modify the terms and conditions of this Agreement at any time, effective upon the posting of an updated version at http://www.cloudclarity.app/terms. Client is responsible for regularly reviewing this Agreement. Continued use of the Services after any such change shall constitute Client ’s consent to the changes.

19.4. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

19.5. This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

19.6. Subject to Clause 19.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

19.7. This Agreement shall be governed by and construed in accordance with the laws of the New South Wales, Australia

19.8. Any dispute in regards of this Agreement shall be instigated at the proper court in the judicial district of New South Wales, Australia to the exclusion of any other.