Updated at: 2024-05-22
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
These Terms and Conditions (as published from time to time) (the "Agreement") is a legally binding agreement between you as a registered member of the ClawCloud Platform ("you") and ClawCloud (Singapore) Private Limited ("ClawCloud" or “we” or “us”), and sets forth the terms and conditions governing your access and use of your membership account ("Account") with our website currently located at URL: https://claw.cloud (the "ClawCloud Platform"), and the ClawCloud Services (defined below).
1. Application and Acceptance of the Terms
1.1 By registering for an Account and clicking the "I agree" button, you acknowledge, agree and accept the terms and conditions set forth in this Agreement as well asthe Privacy Policy, the Data Processing Addendum and any other website or service rules and policies as adopted and published on the ClawCloud Platform from time to time (all of the above collectively referred to as the "Terms"). If you do not acknowledge, agree and accept all of the Terms, please do not register for an Account or use the ClawCloud Platform or the ClawCloud Services.
1.2 You may be required to enter into any separate agreement or agree to any other terms and conditions, whether online or offline, with ClawCloud, our affiliates, or third parties, for the ClawCloud Services or any other services ancillary to the use of the ClawCloud Platform (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and the Additional Agreements, the Additional Agreements shall take precedence over the Terms only in relation to the portion of the ClawCloud Services governed by the conflicting Additional Agreements.
2. Use of ClawCloud Services
2.1 You may access, purchase, subscribe to, or use any and all of the products or services made available by ClawCloud in accordance with the Terms and any specific service level prescribed by ClawCloud, including the cloud computing products and services offered by ClawCloud and/or our affiliates, and the functions, features, and content of your Account and the ClawCloud Platform (the “ClawCloud Services”). The ClawCloud Services do not include any content or services made available to you by any third party on the ClawCloud Platform or in conjunction with the ClawCloud Services.
2.2 You must register a membership Account of the ClawCloud Platform in order to purchase and/or use the ClawCloud Services. You shall ensure that any and all information you provide to ClawCloud through the ClawCloud Platform is true, accurate, correct, complete, and not deceptive, fraudulent or misleading. You shall not register multiple accounts with the same identity or use multiple accounts to order or receive ClawCloud Services. You shall be solely responsible for maintaining the confidentiality of your login credentials, and for all activities that occur under your Account. You hereby undertake to notify ClawCloud immediately of any unauthorized use of your Account or login credentials or any other security breach or incident.
2.3 General Product Terms.
a) Benefits, features and functions available to you for any ClawCloud Services may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available in all countries and regions or for all users. ClawCloud may in its sole discretion limit, deny or create different levels of access to and use of any ClawCloud Services (or their features) with respect to different users.
b) You must comply with the relevant technical documentation applicable to the ClawCloud Services as posted and updated by ClawCloud from time to time at the ClawCloud Platform. You further agree, as a continuing condition for your use of the ClawCloud Services, to abide by all licence terms and conditions of all third party software components, libraries and application programme interfaces comprised in any ClawCloud Services as from time to time notified on the ClawCloud Platform.
c) ClawCloud may launch, change, upgrade, impose conditions to, charge for, suspend, or stop offering any ClawCloud Services (or any features or functions or applications therein), including sign-on procedures and requirements, the manner of access to any ClawCloud Services (including any URLs used in connection therewith), and associated charges and fees, at any time temporarily or permanently without prior notice.
d) ClawCloud has the right to introduce or remove features, functionalities, applications or conditions to the existing or future versions of the ClawCloud Services. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by the Terms and any applicable Additional Agreements, unless otherwise stated by ClawCloud.
e) ClawCloud reserves the right to monitor your purchase or use of ClawCloud Services any time as needed to verify your compliance with the Terms, in accordance with our Privacy Policy. You agree that you shall not block or interfere with our monitoring.
f) We may modify the terms of any service level from time to time. By continuing to use the relevant products or services after the receipt of written notification of such changes by ClawCloud, you agree to the amended service level.
g) ClawCloud may apply any upgrades or engage in any service maintenances any time as deemed necessary. ClawCloud will use commercially reasonable endeavors to notify you in advance of any scheduled maintenance of the ClawCloud Platform or the ClawCloud Services and you shall comply with any maintenance requirements for the ClawCloud Services.
h) You agree, upon ClawCloud’s request, to cooperate with ClawCloud to identify and resolve any problems with the ClawCloud Services that ClawCloud reasonably believes to be attributable to you or your use of the ClawCloud Platform or ClawCloud Services.
i) Some Products require the processing of personal data of your customers or employees. You agree that it is solely your responsibility to establish a legal basis for the processing of such data under local law, including providing adequate privacy notices and obtaining any required consents to customers or employees. You represent and warrant to ClawCloud that you have a legal basis for processing this data, including obtaining any required notices and consents, under local law. You also represent that you will comply with any data protection laws and regulations, including but not limited to obtaining consents and rules relating to the cross-border transfer of personal data, which may be applicable in connection with your use of these Products.
j) ClawCloud may from time to time offer special terms or pricing programs for the ClawCloud Services (the “Special Programs”). ClawCloud may stop accepting any application for any Special Programs or discontinue the offering of any Special Programs without notifying you. You must agree to any terms and conditions for the Special Programs if you choose to participate in such.
2.4 If you subscribe to the virtual private server services of ClawCloud (the “VPS Services”), you consent to:
a) the collection, use and disclosure of all information that we obtain as a result of your use of the VPS Services or as comprised within any Information as defined in our Privacy Policy (the “Subscriber Information”) by ClawCloud and our affiliates for the purposes set forth in our Privacy Policy, in to the matters set forth in Sections A, B and C thereof, and notwithstanding that any such Subscriber Information may not constitute personal data. You may withdraw your consent to our collection, use and disclosure of your Subscriber Information via the procedures outlined in Section H of our Privacy Policy; and
b) your Subscriber Information being collected, used and disclosed by any third party in connection with any assignment, novation, sale or acquisition of any business, assets or shareholdings of ClawCloud as well as for the purposes of developing and marketing any goods or services.
2.5 You acknowledge and agree that, if any ClawCloud Services involve any software applications provided by third parties, such software applications are made available to you on a pass-through basis directly by other companies or individuals under separate terms and conditions, including separate fees and charges. ClawCloud has not independently tested or screened such software applications, and your use of such software applications is at your own risk.
2.6 ClawCloud Platform and ClawCloud Services may include links to third party websites, services or other resources on the internet, and third party websites, services or other resources may include links to our ClawCloud Platform and ClawCloud Services as well. When you access third party resources on the Internet, you acknowledge and agree that you do so at your own risk. These third party resources are not under our control, and, to the fullest extent permitted by law, we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such resources. The inclusion of any such link does not imply our endorsement or any association between us and any third party. To the fullest extent permitted by law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party resource.
2.7 ClawCloud may, at its sole and absolute discretion, remove, modify or reject the Member Content (as defined below) or any content relating to the ClawCloud Services which in our sole opinion (a) is unlawful, (b) violates the Terms, (c) could subject ClawCloud or our affiliates to liability, or (d) may disrupt, threaten or damage the operation and functioning of the ClawCloud Platform or other users of the ClawCloud Platform. ClawCloud may also take any actions as it deems appropriate at ClawCloud’s sole discretion, including but not limited to giving a written warning to you, removing any Member Content submitted or published by you to the ClawCloud Platform or to the relevant features/functions of the ClawCloud Services, recovering damages or other monetary compensation from you, suspending or terminating your Account with ClawCloud, or suspending your subscription of any ClawCloud Services. ClawCloud may further restrict, refuse or ban you from any and all future use of any other Services provided by ClawCloud.
3. Member Responsibilities
3.1 You agree to (whether as part of the Account registration process, the use of ClawCloud Services or otherwise):
a) provide true, accurate, and current information about yourself, as well as information about your credit card, bank account or other forms of payment, as may be requested by ClawCloud;
b) maintain and promptly amend all information provided to ClawCloud to keep it true, accurate, and current;
c) provide any additional information to ClawCloud in the time frame requested by ClawCloud in connection with customer service, risk control, fraud prevention and compliance procedures;
d) be responsible for the development, operation, maintenance, transfer, processing, storage, and use of the content that you run on the ClawCloud Services, cause to interface with the ClawCloud Services, submit to, upload into, post or display on the ClawCloud Services under your Account (the "Member Content");
e) comply with the Terms and any and all applicable laws and regulations (including without limitation, any applicable data protection, import, re-import, export, strategic goods control, and re-export control laws, including any applicable license requirements, and international or country-specific sanctions programs), assume full legal responsibility for your access and use of the ClawCloud Services that constitutes a violation of applicable laws and regulations, and not engage in fraudulent or deceptive practices, when using the ClawCloud Services;
f) take your own initiative to maintain appropriate security, protection and backup of the Member Content and be solely responsible for the Member Content;
g) be responsible for your End Users’ (defined below) activity and your End Users’ use of the Member Content and the ClawCloud Services directly or indirectly through your use of the ClawCloud Services and ensure that such End Users act in ways that comply with the Terms and any other terms as imposed by ClawCloud from time to time. For the purpose of this Agreement, an "End User" is any individual or business entity that accesses or uses the Member Content or uses the ClawCloud Services directly or indirectly through you. ClawCloud shall not be held responsible for any loss or damage arising from or in connection with any Member Content or any use or reliance thereon.
3.2 You must not (whether through your End Users or otherwise):
a) sell, transfer, or sublicense your ClawCloud Account to others, or resell or sublicense any ClawCloud Services, without ClawCloud’s prior written consent;
b) violate any applicable law, statute, ordinance or regulation (including without limitation, any applicable data protection, consumer protection, unfair competition, anti-discrimination, false advertising, import, re-import, export, strategic goods control, and re-export control laws, including any applicable license requirements, and international or country-specific sanctions programs);
c) infringe, misappropriate or otherwise abet or encourage the infringement, misappropriation or violation of any third party’s Intellectual Property Rights (defined below) or other proprietary right or rights of publicity and privacy or other rights recognized at law;
d) engage in any act that will subject ClawCloud or our affiliates to claim, liability or prosecution;
e) engage in or be part of any scheme to cheat, mislead or defraud ClawCloud, other members, other users of the ClawCloud Platform, any other third party or for any unlawful purpose; impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity, use fake identity, or otherwise engage in fraudulent representations or conduct, and engage in any illegal activity that may interfere with the proper functioning of the ClawCloud Platform such as phishing, spamming, flooding or scanning within our network, including but not limited to access to other computers, networks, devices, accounts without authorization, transmission, distribution or storage information, data or material that in violation of laws and regulations of Singapore and your country, in violation of copyright, trademark, trade secret, or other intellectual property rights. Such activities are strictly prohibited and may result in immediate service suspension or termination without refund;
f) distribute, send, or facilitate the sending or any unsolicited electronic commercial messages, or engage in any form of spamming activities or e-mail marketing that are in breach of the laws and regulations of any relevant jurisdiction or otherwise do any act or thing which, in the sole opinion of ClawCloud, constitutes promotion and marketing message abuse;
g) use the ClawCloud Services for any activities related to construction or operation of blockchain systems based on resource intensive consensus mechanisms (proof-of-work, proof-of-capacity, etc.), including but not limited to cryptocurrency mining; or operate any public-facing network services that may be abused, such as open proxies, open mail relays, open recursive domain name servers, tor exit nodes, etc;
h) submit or provide to ClawCloud or disseminate any information or content (including Member Content) or engage in, encourage or facilitate any act that:
i) is or may be defamatory, offensive, libelous, abusive unlawfully threatening or unlawfully harassing;
ii) is or may be obscene or contains or infers any pornography, child pornography, or sex-related merchandising or any other content that otherwise promotes sexually explicit materials, or is otherwise potentially harmful to minors;
iii) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
iv) involves any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information, or disseminating viruses, male or other malicious code; or
v) is otherwise objectionable on the grounds of public interest, public morality, public order, public security, national harmony or is prohibited by applicable laws;
i) modify, alter, tamper with, repair, or create derivative works of any software included in the ClawCloud Services (unless otherwise expressly permitted in the relevant software included in the ClawCloud Services); decipher, reverse engineer, disassemble, or decompile any part of the ClawCloud Services (or its underlying ideas, algorithms or source code); access any process or procedure to derive the source code of any software in the ClawCloud Services;
j) copy, reproduce, download, re-publish, sell, distribute or resell any ClawCloud Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc made available via the ClawCloud Services (for the avoidance of doubt, excluding your Member Content) (the “Content”); without limiting the generality of the foregoing, copy, reproduce, download, compile or otherwise use any Content for the purposes of operating a business that competes with ClawCloud, or otherwise commercially exploit the Content; systematically retrieve Content from the ClawCloud Services to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from ClawCloud is prohibited;
k) undermine the integrity of the server, computer or communication systems, networks, software application, computing devices used by ClawCloud and/or any user of the ClawCloud Services or used in connection with ClawCloud Services; attempt to gain unauthorized access to such server, computer systems or networks, including accessing or scanning others’ Accounts;
l) hack, abuse security flaws, or otherwise do any act or thing which, in the sole opinion of ClawCloud, constitutes network abuse of any ClawCloud Platform; probe, test, or scan the vulnerability of any ClawCloud Platform or to breach any security or authentication measures used in connection thereto; falsify your origin, including the forging of TCP-IP packer headers, e-mail headers, or any part of any message describing its origin or route; engage in or attract (or attempt to) any denial of service (DoS) attacks, distributed denial of service (DDoS) attacks, or any other forms of network attacks; engage in any behavior that may interfere with the proper functioning of any ClawCloud Platform; otherwise do any act or thing which, in the sole opinion of ClawCloud, may undermine the security of any ClawCloud Platform;
m) access or use the ClawCloud Services in a way intended to avoid the relevant fees or charges, and use third party software without proper license or permission; or
n) use abusive language toward our employees, spamming our support ticket queue with the same question or issue, threats of any kind, and any other conduct that we reasonably deem unacceptable.
3.3 You acknowledge and agree that by disclosing and/or submitting any information to us, you warrant that you have the full power, legal capacity and authority to disclose and/or submit such information, and that the use of such information in accordance with the Terms shall not expose us to any claim, liability, or prosecution.
3.4 In addition to the matters set out in the Privacy Policy in relation to personal data, you agree as follows in relation to any data or information (other than personal data) that you provide to us for processing, storage, hosting or any other purposes in connection with your purchase and use of our Services (“Information”).
a) Except as provided below, Information that you provide to us will be transferred to, stored and processed in the country in which we, our affiliates, or our sub-contractors maintain facilities for the ClawCloud This may be in a different jurisdiction from where you are located, and accordingly, such Information may need to be transferred to an overseas jurisdiction.
b) You acknowledge and agree that any such overseas transfer or processing of such Information is necessary to process and administer your customer account and to provide the ClawCloud Services and you consent to the same. You further agree and consent to ClawCloud processing such Information on your behalf pursuant to the Terms and you appoint us to perform any such transfer of such Information to any such country and to store and process such Information to provide our Services.
c) You acknowledge and agree that Information related to your payment instruments (such as credit cards), including Information about your payment instrument organisation, the last few digits of your payment instrument number, the security code, and the expiration date of your payment instrument will be transferred to, stored and processed by our third party payment service provider directly in order for them to process your payment transactions and we will generally not store any such Information.
d) With respect to any other Information that you provide to us or collected by us, including Information provided at registration, Information we record pertaining to your activities, and Information provided voluntarily by you, you acknowledge and agree that we may in our commercial discretion store and/or transfer such Information to any of our affiliates, including those located in other countries.
e) We will not disclose such Information outside of us, our affiliates or our third party service providers unless: i) you request us to do so; ii) your End User has provided consent for us to do so; iii) as provided in the Terms or in accordance with your agreement(s) with us, or iv) as required by and to comply with applicable law, legal process or lawful government requests, or in respect of any claims or potential claims brought against us or our shareholders, subsidiaries or affiliates.
3.5 You also acknowledge and agree that information you provide for ClawCloud forums, such as our discussion forums and responses to frequently asked questions shall comply with these Terms.
3.6 You agree and acknowledge that we have the sole discretion to designate from time to time the domain names or URLs through which you may permitted access to the ClawCloud Services and/or the ClawCloud Platform. You shall be solely responsible for implementing any changes necessary from time to time for your systems to interface with the same at your sole cost and expose.
3.7 You are responsible for maintaining the security of your data, login credentials and End User accounts (including updating software and making and storing backups). You shall establish your own data backup strategy and consistently verify your ability to recover your data effectively. CLAWCLOUD DISCLAIMS ALL LIABILITY AND RESPONSIBILITY PERTAINING TO THE LOSS OR DAMAGE OF YOUR DATA, AS WELL AS ANY CONSEQUENTIAL DAMAGES ARISING FROM SUCH INCIDENTS.
3.8 You are liable for the use and/or provision of your own service on ClawCloud Platform, even if such use was conducted by unauthorized persons or hackers.
3.9 You agree that, if any violation of this Clause 3 comes into your attention, you shall report such violation to us immediately.
4. Intellectual Property Rights
4.1 ClawCloud is the sole owner or lawful licensee of all the rights and interests in the ClawCloud Platform and ClawCloud Platform’s Content. All title, ownership and Intellectual Property Rights in the ClawCloud Platform shall remain with ClawCloud, our affiliates or licensors of ClawCloud’s content, as the case may be. All rights not otherwise claimed under the Terms or by ClawCloud are hereby reserved. “ClawCloud” and related icons and logos are registered trade marks or trade marks or service marks of ClawCloud in various jurisdictions and are protected under applicable copyright, trade mark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
4.2 "Intellectual Property Rights" shall mean:
a) all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, rights in computer software, database rights, semi-conductor topography rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented;
b) all rights under licences, consents, orders, statutes or otherwise in relation to any of the rights referenced in sub-paragraph (a) above;
c) all rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (b) which now or in the future may subsist;
d) all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and
e) all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.
4.3 You retain any rights you may have in any Member Content. ClawCloud will not access or use your Member Content except as necessary to maintain or provide the ClawCloud Services or as necessary to comply with applicable laws or regulations. The Terms do not grant either party any rights to the other’s content or any of the other’s Intellectual Property Rights except as set forth otherwise in these Terms or other applicable agreements binding your use of ClawCloud Services. As between you and ClawCloud, you own all Intellectual Property Rights in Member Content, and ClawCloud owns all Intellectual Property Rights in the ClawCloud Services.
4.4 If you believe that your work has been copied in a way that constitutes copyright infringement, you may provide written notice to ClawCloud with full details as prescribed in PART IXA to the Singapore Copyright Act, Cap 63, to be delivered to ClawCloud’s registered address in Singapore.
4.5 ClawCloud will only process notices in the English language that comply with the Singapore Copyright Act, other applicable laws and the Terms. Any notices that do not comply with the above will be rejected. Upon receipt of a compliant notice of infringement, ClawCloud will duly consider all infringement notices in the above manner and may take further steps depending on the nature of the alleged infringement described in the notice, which may include the matters described in the applicable laws as applicable to network service providers. You agree that you shall not take any legal action or exercise any legal remedy you may have against us in respect of any infringing material, unless you have first given us the infringement notice and sufficient opportunity to remove the infringing material, and thereafter we refuse or fail to remove the infringing material within a reasonable time. Where we remove the infringing material in response to your infringement notice, you agree not to exercise and you hereby waive, any right of action against us under applicable law which you may have in respect of any infringing material appearing on our Services prior to such removal by us.
5. Investigation and Enforcement
5.1 ClawCloud may investigate any End User’s or your breach or violation of the Terms.
5.2 ClawCloud will report any activities that ClawCloud considers to be in violation of the Terms or any regulations or laws in any jurisdiction to the relevant enforcement agencies, regulators, government bodies, and any other appropriate third parties, and ClawCloud may access, retain, disclose and/or remove any content you published on or submitted to ClawCloud or to the ClawCloud Platform (including any Member Content) in connection therewith or to comply with applicable law, legal process or lawful government requests, or in respect of any claims or potential claims brought against ClawCloud, or its shareholders, subsidiaries or affiliates.
6. Fees, Payment and Tax
6.1 You will pay ClawCloud the applicable fees for use of the relevant ClawCloud Services by the payment methods that the ClawCloud Platform supports and in accordance with the Terms.
6.2 Payment processing and related services for individual users on the ClawCloud Platform are provided by third-party processing providers, and such third-party processing providers collect, process, disclose and store data for transactions relating to the provision of ClawCloud Services in accordance with their privacy policy. We are not responsible for acts or omissions of the payment processing provider. Services Agreement of the third-party payment processing provider shall apply to you, and is incorporated into these Terms by reference. You agree to the collection, processing, disclosure and storage of all your data (including personal data) by the third-party payment processing provider and (if applicable) ClawCloud for any transaction relating to the provision of ClawCloud Services. You further represent, warrant and agree that all information provided by you to the third-party payment processing provider and ClawCloud for such transaction is complete, true and accurate, and shall promptly update all such information in the event of changes. You must also promptly notify us or the payment processing provider if your payment method is cancelled (whether for loss or theft) or otherwise inoperable.
6.3 Any and all amounts payable by you shall be made without any set-off or counterclaim, and without any deduction or withholding unless with the written consent of ClawCloud.
6.4 The fees, charges, and tax terms for the ClawCloud Services as contained in the Terms may be updated from time to time on the ClawCloud Platform and will take effect upon publication on the platform.
6.5 The product prices listed on the ClawCloud Platform are in United States Dollars. The calculation of payment amounts in currencies other than United States Dollars shall be reasonably set by ClawCloud.
6.6 Currently ClawCloud supports the prepaid subscription option or the one-time purchase option:
a) The prepaid subscription option charges you based on your subscription period or usage package for the products you subscribe to. Prepaid subscriptions will be automatically renewed after the chosen period of subscription comes to an end. If you do not wish to renew your products or services, you need to log in to your Account and configure your Account setting to turn off the automatic renewal option for prepaid subscriptions. We may provide manual recurring payment option or automatic recurring payment option to you. Under the manual recurring payment option, you shall make a payment manually when the prepaid subscription is renewed or when you owe additional fees to us. Under the automatic recurring payment option, you authorize us to charge your default payment method after you place an order for purchasing prepaid ClawCloud Services or when you owe additional fees to us.
b) The one-time purchase option allows you to use the applicable products during the purchase period only. Your access to such products will automatically terminate after the period of your purchase comes to an end. If you wish to continue using the produces or services, you need to make another one-time purchase or start a prepaid subscription for those products.
6.7 We support payments in United States Dollars by credit card. Each Account may have multiple payment methods registered at the same time, but there can only be one default payment method to be used for all your payments. For example, if you have used a credit card to pay for a prepaid service, this credit card will be your default payment method and you can only use it to make other purchases. You can only use another registered payment method to make payments if you do not have any other existing products or services currently being billed to another payment method in effect. Each registered payment method can only be tied to one Account.
6.8 If, for reasons attributed to you or your registered payment method, we cannot bill you or otherwise process your payment, we will notify you by email to your registered email address and request you to resolve the problem. In this case, you will not be able to continue to use your products until payment has been processed, and ClawCloud will suspend your service until payment has been processed or terminate your services without any liability to you. Prior to any service suspension or termination, an email will be sent to your registered email address. The Parties acknowledge and agree that this Clause 6.8 only applies to post-service payment scenario or prepayment renewal scenario, and is subject to the termination and suspension provision of Clause 8 of this Agreement.
6.9 After the termination of your services, ClawCloud may release all your instances without any liability to you immediately after the date of termination of your services.
6.10 All fees and amounts payable by you to us (collectively “Fees”) are exclusive of any taxes and duties, including VAT, GST, sales tax, and communication tax, required by applicable law (including local law or ordinance) (collectively “Taxes”).
6.11 You agree to notify us in a timely manner of any Taxes applicable to you with respect to any Fees paid by you hereunder and to provide us with any supporting documentation and information, including your registration number for such Taxes. If you are legally entitled to any exemption from Taxes, you agree to provide us with any required current tax exemption documentation for each applicable tax jurisdiction. We shall apply the tax exemption certificates to Fees under your Account occurring after the date we receive the tax exemption certificates. If, during the course of an audit by a taxing authority of our transactions with you hereunder, an exemption certificate you have provided is challenged as invalid, resulting in an assessment of any Taxes on us, you agree to reimburse us for the resulting Taxes, interest and penalties.
6.12 If any deduction or withholding is required on any Fees paid by you to us, you agree to pay us any additional amount necessary to ensure that the net amount we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. In addition, you agree to provide us with supporting documentation, within thirty (30) calendar days of payment, that any such deduction or withholding has been timely and properly remitted to the relevant tax authorities.
6.13 You may be eligible for a refund of the fee for use of the relevant ClawCloud Services in the following circumstances:
a) if ClawCloud is unable to provide the ClawCloud Services that you have purchased for, you shall be eligible for a full refund of the fee you paid for such unavailable ClawCloud Services;
b) for game hosting service: (i) if you cancel your subscription of the ClawCloud Services within 24 hours following the commencement of your subscription, you shall be eligible for a full refund of the fee you paid for such ClawCloud Services; or (ii) if you cancel your subscription of the ClawCloud Services after 24 hours following the commencement of your subscription, you shall be eligible for a refund for the unused portion of the Service on a pro-rata basis minus the handling fee;
c) for virtual private server service: (i) if you cancel or terminate the ClawCloud Services within 24 hours after purchase and you have used less than 5GB of data transfer for such ClawCloud Services, you shall be eligible for a full refund of the fee you paid for such ClawCloud Services; or (ii) if you cancel or terminate the ClawCloud Services after 24 hours following the commencement of your subscription and you have used at least 5GB of data transfer for such ClawCloud Services, you shall be eligible for a refund for the unused portion of the Service on a pro-rata basis minus the handling fee;
d) if you have pre-paid the fee for the ClawCloud Services before the billing period, you shall be eligible for a refund of the pre-paid fee minus the handling fee; and
e) if you have paid for the ClawCloud Services after ClawCloud cancels the invoice issued to you for such ClawCloud Services, you shall be eligible for a full refund of the fee you paid for such ClawCloud Services provided that you have not used any of such ClawCloud Services.
6.14 Notwithstanding Clause 6.13, you shall not be entitled to or eligible for a refund in the circumstances:
a) in the sole opinion of ClawCloud, you or your End Users are likely to breach or have breached the Terms;
b) the relevant ClawCloud Services has been marked as non-refundable or ClawCloud has otherwise indicated to you that no refund will be available before you subscribe for the ClawCloud Services;
c) the billing period for which you wish to apply for a refund has ended, regardless of whether you have used the ClawCloud Services or not;
d) ClawCloud Services for which you subscribe and/or seek refund have not been paid, or you have not fully settled any amount owed to us;
e) the third-party processing provider cannot provide a refund due to you for whatever reasons; and
f) your refund request is accepted and/or submitted to the third-party payment processing provider after the time limit for a refund imposed by the third-party processing provider has ended; and
g)promotional code, coupon, free credits or other discounts are applied when you purchase theCloudCloudServices.
6.15 ClawCloud shall charge 10% of the approved refund amount as the handling fee for each refund application.
6.16 ClawCloud reserves the right to decline your refund application (for instance, when the amount to be refunded is lower than the minimum refund amount as required by the third-party processing provider), amend and interpret the terms and conditions of the refund, refund the fees to you through other channels or provide other forms of compensation as an alternative to the refund, and determine at its sole and absolute discretion all matters arising out of or in connection with the refund application (including but not limited to the manner, mode and calculation of the refund) at any time and without any reason whatsoever.
7. Term, Account Termination or Suspension, Effects of Termination
7.1 These Terms are effective as of the date on which ClawCloud sends you a notice under these Terms stating that you have successfully activated your Account.
7.2 Without prejudice and in addition to its rights and remedies at law or equity (including without limitation as set out in the Terms), ClawCloud may suspend or terminate your Account and your access to the ClawCloud Services, or limit or restrict your rights in respect of your Account, the ClawCloud Platform or the ClawCloud Services (including your right to access or use), or terminate these Terms with you, or do anything ClawCloud deems appropriate, if in the sole opinion of ClawCloud, you or your End Users have engaged in (or is likely to engage in) any of the following:
a) breach of the Terms;
b) use of the ClawCloud Services in a way that poses a security or system stability risk to the ClawCloud Platform or any third party, or disrupts or denies any services provided to any customer (including by attracting DoS or DDoS attacks;
c) use of the ClawCloud Services in a way that subjects, or will subject, ClawCloud or our affiliates to liability;
d) use of the ClawCloud Services in a way that consistently consumes computational, storage, or network resources in a manner that contravenes the principles of “fair use”;
e) fraudulent, deceptive or unlawful act;
f) any conduct which violates the laws, or infringes or misappropriates the rights of any third party; or
g) becoming the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings.
7.3 If ClawCloud suspends your use of your Account or any of the ClawCloud Services, you shall remain responsible for any and all fees and charges for the ClawCloud Services that you have incurred up to the date of service suspension. You shall be responsible for the fees and charges for the ClawCloud Services that you continue to have access or rights to use.
7.4 Your rights under any license granted to you by ClawCloud pursuant to your use of the ClawCloud Services will terminate immediately upon the termination of your service or Account.
7.5 You are entitled to terminate the Agreement at any time by terminating the relevant ClawCloud Service(s) on the ClawCloud Platform. If you terminate the ClawCloud Services, you must pay for ClawCloud Services provided by ClawCloud until the time provision of ClawCloud Services is terminated.
7.6 In the event of the termination of these Terms or of your use of your Account or any of the ClawCloud Services for any reason whatsoever:
a) you shall delete any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. in your possession which has been made available to you via the ClawCloud Services;
b) you will lose access to any Member Content you have provided to ClawCloud, and ClawCloud may delete such Member Content at ClawCloud’s sole discretion unless retention is required under applicable law;
c) the licence granted by you to ClawCloud to use your Member Content described in Clause 4.3 shall continue notwithstanding such suspension or termination; and
d) any clause which by reasonable implication is intended to survive termination of these Terms shall survive the expiry or termination of these Terms. Without limiting the generality of the foregoing, Clauses 4, 5, 7, 8, 9, 10 and 12 shall survive any termination of these Terms.
8. Representations and Warranties
8.1 You represent and warrant that:
a) You, your End Users or your licensors own any and all right, title, and interests in and to the Member Content;
b) You have all rights in the Member Content necessary for granting ClawCloud the rights under these Terms, and all information and Member Content you provide to ClawCloud is true, accurate, correct, complete and not deceptive, fraudulent or misleading;
c) None of your Member Content will violate the Terms or any applicable laws or rights of other third parties (including any Intellectual Property Rights);
d) You have the right to execute the Terms and to be legally bound by the Terms;
e) You have the right to operate your Account with the ClawCloud Platform; and
f) You have the right to use, purchase or subscribe to the ClawCloud Services.
9. Indemnification
9.1 You hereby agree to defend, indemnify, and hold harmless ClawCloud, our respective affiliates and licensors, and each of ClawCloud’s, affiliates’ and licensors’ directors, officers, employees, agents, contractors and representatives harmless from and against any and all losses, damages, claims, liabilities, costs (including legal costs on a full indemnity basis) and expenses (including reasonable attorneys’ fees):
a) which may arise, directly or indirectly, as a result of or in connection with your use of the ClawCloud Services (including but not limited to the display of your information on the ClawCloud Platform, the submission of unlawful materials to the ClawCloud Platform or the relevant ancillary features of any Services, and etc.) or from your breach of any of the Terms;
b) which may arise, directly or indirectly, as a result of or in connection with any third party claim concerning your and/or your End Users:
i) use of the ClawCloud Services;
ii) the submission of unlawful materials to the ClawCloud Platform or the relevant ancillary features of any ClawCloud Services;
iii) breach of the Terms;
iv) breach of any applicable laws;
v) alleged infringement (including infringement of any Intellectual Property Rights) or misappropriation of third party rights in respect of any Member Content or by the use, development, design, production advertising or marketing of the Member Content; and/or
vi) any disputes between you, your End Users, and/or other third parties.
9.2 You acknowledge and agree that sharing of your Account with other persons, or allowing multiple users other than yourself or your business entity to use your Account, will cause irreparable harm to ClawCloud and you shall indemnify ClawCloud against any loss or damages (including but not limited to loss of profits) suffered by ClawCloud as a result of such sharing of your Account.
9.3 You hereby further agree that ClawCloud is not responsible and shall have no liability to you, your users, End Users or any third party, for any material posted or submitted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you. ClawCloud reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with ClawCloud in asserting any available defenses and indemnify and hold ClawCloud harmless against the reasonable legal fees incurred by ClawCloud in that regard. To the maximum extent permitted under applicable law, ClawCloud shall not be liable to you, your users, End Users or any third party for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
(a) your use or inability to use the ClawCloud Services (whether due to disruption, changes to or termination of the ClawCloud Services or otherwise); any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part the ClawCloud Services; or any defect in goods, samples, data, information or services purchased or obtained from you or any other third party through the ClawCloud Services;
(b) your violation of any third party rights, or claims against you by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by any third party claimants;
(c) unauthorized access by third parties to your Account, login credentials data or private information, or any failure by you, your employees, agents, affiliates or representatives to comply with Clause 2.3;
(d) your statements or conducts; or
(e) any matters relating to Services however arising, including negligence.
9.4 ClawCloud will promptly notify you of any claim subject to the above, but ClawCloud’s failure to notify you will only affect your obligations above to the extent that our failure prejudices your ability to defend the claim. ClawCloud reserves the right to assume control of the defense and settlement of the claim at any time.
9.5 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not ClawCloud has been advised of or should have been aware of the possibility of any such losses arising.
10. Disclaimers and Limitation of Liability
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLAWCLOUD SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASIS, AND CLAWCLOUD HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE, ANY WARRANTY RELATING TO AVAILABILITY, ACCURACY, ERROR RATE, SYSTEM INTEGRITY, UNINTERRUPTED ACCESS, OR ANY WARRANTY AS TO THE CLAWCLOUD SERVICES BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA.
10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) CLAWCLOUD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE CLAWCLOUD PLATFORM; AND (B) IN NO EVENT SHALL CLAWCLOUD BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY INABILITY TO USE THE CLAWCLOUD SERVICES (WHETHER DUE TO DISRUPTION, CHANGES TO OR TERMINATION OF THE CLAWCLOUD SERVICES OR OTHERWISE), ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS WITH RESPECT TO ANY COMMUNICATIONS OR TRANSMISSION OR DELIVERY OF ALL OR ANY PART THEREOF, OR ANY DAMAGE (DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE) ARISING FROM THE USE OF OR INABILITY TO USE THE CLAWCLOUD SERVICES.
10.3 ClawCloud does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed via the ClawCloud Services does not violate any third party rights; and ClawCloud makes no representations or warranties of any kind concerning any product or service offered or displayed on the via the ClawCloud Services. Any material downloaded or otherwise obtained through the ClawCloud Services is done at your sole discretion and risk and you are solely responsible for any damage to the ClawCloud Platform or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from ClawCloud or through or from the ClawCloud Services shall create any warranty not expressly stated herein. Save only for any warranties, representations, conditions and undertakings by ClawCloud expressly set forth in these Terms, ClawCloud hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.
10.4 The ClawCloud Platform may make available to you services or products provided by independent third parties on a pass-through basis. No warranty or representation is made with regard to such services or products. In no event shall ClawCloud and our affiliates be held liable for any such services or products.
10.5 ClawCloud shall not be liable for any special, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
- a) the use or the inability to use the ClawCloud Services;
- b) any defect in goods, samples, data, information or services purchased or obtained from a third-party service provider through the ClawCloud Platform;
- c) unauthorized access by third parties to data or private information of you;
- d) statements or conduct of any user of the ClawCloud Platform; or
- e) any other matter relating to the ClawCloud Services however arising, including negligence.
10.6 Save only for any warranties, representations, conditions and undertakings by ClawCloud expressly set forth in these Terms, ClawCloud hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law. Notwithstanding anything to the contrary in the Terms, unless otherwise provided in other applicable terms by ClawCloud, the aggregate liability of ClawCloud, our employees, agents, affiliates, representatives or anyone acting on its behalf with respect to you for any and all claims arising from or in connection with ClawCloud Services or the ClawCloud Platform or the use or inability to use the same shall, if not otherwise excluded or limited, be limited to, in aggregate, the greater of (a) the amount of fees you have paid to ClawCloud or our affiliates for the ClawCloud Services during the calendar year, or (b) USD100 or (c) the amount prescribed by the terms in connection with your use of specific ClawCloud Services. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against ClawCloud in respect of any of the matters referenced in this Clause 10.6 must be filed within one (1) year from the date the cause of action arose.
11. Notice
11.1 We may provide notice to you under the Terms by posting a notice on the ClawCloud Platform or emailing it to your Account. Notices will be deemed to be effective upon posting and notice by email will be deemed effective by the time the email is sent.
11.2 You must provide notice to us by personal delivery, overnight courier, or registered mail to ClawCloud (Singapore) Private Limited to our registered address at 10 Collyer Quay, #10-01 Ocean Financial Centre, Singapore, 049315. Notice by overnight courier or registered mail will be deemed effective one business day after being sent. Notice provided by personal delivery will be effective immediately upon successful receipt by us.
12. General
12.1 The Terms constitute the entire agreement between you and ClawCloud with respect to and governs the use of the ClawCloud Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
12.2 ClawCloud may modify the Terms, and any addendum thereof from time to time by posting updates on the ClawCloud Platform or otherwise notifying you in accordance with Clause 11.1 of this Agreement. Unless otherwise noted by ClawCloud, material changes to the Agreement, the Terms and any addendum will become effective 15 days after they are posted, except if the changes apply to new ClawCloud Services, new functions or for compliance of applicable law in which case they will be effective immediately or at a date as specified by ClawCloud. By continuing to use the relevant products or services after the posting of such changes by ClawCloud, you agree to be bound by the amended and restated Terms.
12.3 ClawCloud shall have the right to final interpretation of the Terms. You agree and acknowledge that our interpretation of the Terms is final and binding on you.
12.4 ClawCloud may assign and/or novate any part of or all of the Terms (including any of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity (including any affiliates of ClawCloud). ClawCloud may by written notice to you (which may be posted on the ClawCloud Platform) require such novation of the Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon ClawCloud shall be released and discharged from all of its obligations under these Terms, as well as all claims, actions and demands arising under these Terms up to the time of such novation.
12.5 You shall not delegate, assign, novate, sub-license or sub-contract any of the rights and/or obligations under the Terms, in whole or in part, to any person or entity without our prior written consent.
12.6 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms between You and ClawCloud.
12.7 If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the terms herein shall remain in full force and effect.
12.8 ClawCloud’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not waive that right nor waive ClawCloud’s right to act with respect with subsequent or similar breaches.
12.9 Unless a right or remedy of you or ClawCloud is expressed to be an exclusive right or remedy, the exercise of it by either party is without prejudice to either party’s other rights and remedies at law and/or in equity.
12.10 You shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the Terms.
12.11 Save for ClawCloud and our affiliates, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) (Rev Ed 2002) to enforce any term of this Agreement.
12.12 Unless otherwise provided in the terms and conditions of the relevant ClawCloud Services, under no circumstances shall ClawCloud be held liable for any delay or failure or disruption of the content or services delivered through the ClawCloud Platform (including the ClawCloud Services) resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer failures, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
12.13 To the extent you receive or possess any nonpublic or confidential information from us, you agree to treat and hold such information in strictest confidence and not to disclose or use such information except in connection with your use of ClawCloud Service as permitted under the Terms or as separately authorized in a signed writing by us.
12.14 This Agreement shall be governed by the laws of Singapore without regard to its conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the courts of Singapore.
ClawCloud (Singapore) Private Limited
Singapore
