AUTHORISATION AND LICENSE TO USE THE SERVICES

• Customer will not nor will Customer allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Services; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Services; (iii) knowingly use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services; (iv) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of CloudHost; or (v) remove, obscure, or alter any notice or label of copyright, trademark, or other proprietary right appearing in or on any item included with the Services; provided however, this limitation does not prohibit Customer from adding its own URL, logo or entity name.
• Hardware/Software. If the Service includes access to or the use of hardware or software provided by CloudHost or its licensors (“CloudHost Assets”), Customer: (a) will not assert any ownership interest whatsoever in the CloudHost Assets; (b) will keep the CloudHost Assets free and clear from all liens, claims and encumbrances; (c) shall use all CloudHost Assets in accordance with the Agreement; and (d) comply with any applicable third party licensing terms or conditions and use of any such CloudHost Assets shall be deemed Customer’s acceptance of such terms. Unless Managed Operating System or Managed Application services are purchased, Customer is responsible for selecting, installing and maintaining any software used in connection with the Service including any related applications, systems, or software.

SERVICE ACCEPTANCE / COMMENCEMENT DATE.

If no Fault of Severity Level 1 is reported by Customer to CloudHost within two Business Days from the SOF Date or Actual Delivery date, the Service shall be deemed to have been accepted for the purpose of commencement of billing.

SECURITY

We may also obtain information, including personal data, from third parties, e.g., when you request a free trial or demo of our Services, register for a CloudHost webinar or download CloudHost content (e.g. whitepapers) or download or request information related to or similar to our Services from a third-party website. We may combine that with information we collect through our website.

• Customer will ensure that all Content stored or transmitted via the Service complies with all applicable laws and reasonable information security practices, including without limitation those relating to the encryption of data. Customer is solely responsible for properly configuring and using the Cloud Service and taking its own steps to maintain appropriate security, protection and backup of Cloud Content and to protect Cloud Content from unauthorized access and routine archiving of Cloud Content. Given that Customer can self-provision and self-configure the Services and the Customer environment in ways that may reduce their security, Customer acknowledges that it and not CloudHost will be responsible for whether the Services and Customer environment are configured in a secure manner. In addition, Customer is solely responsible for compliance related to the manner in which the Cloud Service is used or accessed by Customer or its End Users.
• CloudHost has adopted and implemented, and shall maintain, a corporate information security program designed to comply with applicable laws and protect Content from loss, misuse and unauthorized access or disclosure. Such program includes annual employee security awareness training and formal information security policies and/or procedures. The CloudHost information security program is subject to reasonable changes by CloudHost from time to time.
• Notwithstanding all of the foregoing, Customer acknowledges that, in spite of commercially reasonable and industry-standard data security measures, CloudHost is unable to guarantee absolute data security and that CloudHost has no liability to Customer for any unauthorized access or use, corruption, deletion, destruction or loss of any of Content except to the extent of CloudHost’s gross negligence or willful misconduct.

SERVICE OUTAGE REPORTING.

Customer must inform CloudHost’s Customer Support in writing, by email or by call each time it notices any Service Outage within Five (5) business days of the time it first notices or first believes that there has been an Outage. CloudHost will provide 24x7x365 access to its Online support portal (https://support.cloudhostintl.com) for customer to report any service outage / performance issues. CloudHost Customer Support must be provided with a 24*7*365 emergency number to reach a support person and their backup in the event of customer equipment failure or a data centre outage. Escalation matrix is also required from the Customer.

REQUEST FOR SERVICE OUTAGE CREDIT.

Customer must provide CloudHost with a written request for a credit due hereunder within thirty (30) days of the applicable event giving rise to the credit. Failure to do so will void Company’s eligibility for any credit for such event(s). This notice must include sufficient information including, without limitation, the Trouble Ticket number and the customer request and the date and time such request was made to CloudHost Datacentre, to allow the claim to be investigated. There shall be no Third Party beneficiaries of the Service Level Agreements unless the same is agreed upon by the parties in writing.

DATA CENTRE- MANAGED SERVICES SERVICE AVAILABILITY PARAMETERS.

For the purpose of uniformity, the Service Availability for each CLOUDHOST Service will be calculated as under. The Availability Guarantee for each component is covered in respective service schedule(s).

CLOUDHOST Service will be considered unavailable if the Fault reported to the CloudHost’s Support Center by Customer or identified by CloudHost itself is of Severity Level 1 or Severity Level 2 (“Service Outage”). CloudHost will calculate, on a monthly basis, the time of Service Outage experienced by each CLOUDHOST Service Component. A month shall be deemed to begin at 12:00 AM Greenwich Mean Time (GMT) on the first day of a calendar month and end 12:00 GMT on the first day of the next calendar month (“Month”). At the end of a month, CloudHost shall calculate the total amount of time the CLOUDHOST Service was unavailable measured from the time when a Fault of Severity Level 1 or 2 was reported to the CloudHost’s Customer Support or is identified by the CloudHost, whichever first occurs, until the time the Fault is repaired and the Service restored (the “CLOUDHOST Service Outage Time”). Such CLOUDHOST Service Outage Time shall be used to determine any Service Outage credit that the Customer shall be entitled to (“CLOUDHOST Service Outage Credit”). The CLOUDHOST Service Outage Credit will be a percentage of the Monthly Recurring Charge (“MRC”) for the CLOUDHOST Service as set forth in respective service schedules and will apply only to the CLOUDHOST Service(s) for which such credit was derived (“Affected CLOUDHOST Service(s)”), and the CLOUDHOST Service Outage Credit will be calculated individually for each Affected CLOUDHOST Service.

SLA Adherence Matrix and applicable Outage Duration:

EXCLUSIONS.

Customer will not be entitled to receive any credits pursuant to the Delivery Guarantee or Service Availability Guarantee, for administrative setup delays or Service Outage experienced, which are associated with (in whole or in part):

• Interruption due to emergency & scheduled maintenance, alteration, or implementation;
• Negligence or other conduct of Customer or its agent/client including a failure or malfunction resulting from applications;
• A shut down due to circumstances reasonably believed by CloudHost to be a significant threat to the normal operation of the Services, the CloudHost facility, or access to or integrity of Customer IT infrastructure or its data (e.g., hacker, virus attack or cyber-attack or ransomware attack etc);
• Failure or malfunction of any equipment or services not provided by CloudHost;
• Failure of Customer to purchase minimum redundant systems necessary to support this warranty
• Failure of access to Customer’s network and the Internet, unless such failure is caused solely by CloudHost;
• Any act or omission of Customer or any of its agents, contractors or vendors, including without limitation, custom scripting or coding (for example, CGI, Perl, HTML, ASP) or Customer’s failure to follow agreed-upon procedures or to provide the requisite Client Hardware or Software in respect of the Services;
• Force Majeure Events (Section 13.10), including without limitation, outages on the Internet;
• DNS issues beyond the reasonable direct control of CloudHost; or
• Service Level Agreements do not apply in the event of disconnection and subsequent reconnection of the services due to non-payment of any charges payable to CloudHost.
• Any unavailability or other degradation of the Service which is associated with or caused by Scheduled Maintenance events on the CloudHost Facilities (which are not otherwise due to the fault or negligence of CloudHost);

SERVICE OUTAGE CREDITS.

• Customer must provide CloudHost with a written request for a credit due hereunder as defined in Service Outage Reporting (Section 4).
• If Customer is entitled to receive credits on more than one guarantee as set forth herein due to the same service- affecting incident, Customer will only receive the credit that it would otherwise be entitled to receive under a single guaranteed criterion for service which has least guarantee.
• In no event shall the total amount of Service Outage credits issued to Customer per month exceed fifty percent (50%) of the MRC invoiced to Customer for the affected Service for that month.
• Credits are calculated after deduction of all discounts and other special pricing arrangements, and may not be applied to governmental fees, software licenses, taxes, surcharges, local access charges or any other charges other than monthly recurring service (MRC) charges.
• Credits will generally be reflected on the subsequent invoice following the billing month in which the Service Outage occurs. The credits provided in this Service Level Agreement are Customer’s sole and exclusive remedies for all matters related to the guaranteed criteria.
• Any credits accrued but remaining unused after termination of the applicable Service may only be applied to charges accruing to the affected Service or new purchases of CloudHost Services. All unused credits will expire the later of twelve months after their accrual or upon the expiration or termination of the last Order Form with CloudHost. Termination of a Service Order Form, the General Terms and Conditions due to Customer’s non- payment or other breach will immediately void all accrued, but unused credits.

CUSTOMER OBLIGATIONS.

The Customer represents warrants and agrees that it will not use, nor authorize, assist or permit any User or third party to use, the Service:

• In violation of any applicable laws or with all policies and instructions communicated by CloudHost.
• For any unlawful, fraudulent or immoral purpose, including, without limitation, the transmission of any Content in violation of applicable laws
• To tamper with, alter or change the Service or the CloudHost’s Facilities, or otherwise abuse the Service in any manner that interferes with CloudHost’s Facilities or the use of Service by any other person.
• Internet usage as per UAE Government Norms, Laws and Policies

Rights to Suspend. If CloudHost reasonably believes that there is, or is likely to be, a breach of any of the Customer’s obligations hereunder, CloudHost may, in its sole discretion, immediately restrict or suspend all or a portion of the Service or prevent the display or transmission of Content, without any liability to the CloudHost, and then notify the Customer of such action and the reason for it. CloudHost will attempt to provide such notification to the Customer prior to taking such action if, in CloudHost’ s judgment, it can do so without interfering with its ability to prevent the breach from occurring or continuing.

PROPRIETARY RIGHTS

The Services, including all intellectual property rights in the Services, are and shall remain, the property of CloudHost. All rights in and to the Services not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by CloudHost and its licensors without restriction. CloudHost grants Customer a limited, revocable, non- exclusive, non-sublicenseable, non-transferable and limited right to access and use the Cloud Services solely in accordance with the Agreement and any software (including related documentation) that may be provided by CloudHost or its third party licensors is neither sold nor distributed to Customer and may be used solely as part of the Cloud Services.

As between CloudHost and Customer, Customer exclusively owns all right, title and interest in and to Data. CloudHost will not disclose, modify, or access Data, except (i) if Customer expressly authorizes CloudHost to do so in connection with Customer’s use of the Services, including requests for support; or (ii) as necessary to provide the Services to Customer or to prevent or address service or technical problems, or to comply with the Agreement or the request of a governmental or regulatory body, subpoenas or court orders.

Exclusions. Confidential Information does not include the following categories of information: (a) information that at the time of disclosure to Recipient was in the public domain (other than as a result of any breach of this Agreement); (b) information that was lawfully known by Recipient prior to receipt from Discloser (as proven by Recipient’s written records); (c) information that, after disclosure to Recipient, becomes known to the general public through no breach of this Agreement by Recipient; (d) information developed independently by Recipient without use of or reference to Confidential Information; or (e) information that is disclosed to Recipient by a third party who did not acquire or disclose such information by a wrongful act.

In the event Customer elects, in connection with any of the Services, to communicate to CloudHost suggestions for improvements to the Services (“Feedback”), CloudHost shall own all right, title, and interest in and to the same, even if Customer has designated the Feedback as confidential, and CloudHost shall be entitled to use the Feedback without restriction. Customer hereby irrevocably assigns all right, title, and interest in and to the Feedback to CloudHost and agrees to provide CloudHost such assistance as it may require to document, perfect and maintain CloudHost’s rights to the Feedback.

If Customer elects to use Customer provided and/or licensed software in connection with the Cloud Services or make such software available to other users of Cloud Services, Customer is solely responsible for (i) selecting, licensing, installing and maintaining any such software, including any related applications and systems; and (ii) ensuring adherence to current technical documentation, all applicable licensing terms, requirements and/or restrictions and all applicable laws with respect to such software.

NON DISCLOSURE AGREEMENT (NDA)

Confidentiality. “Confidential Information” shall mean and encompass information, know-how and data, of a technical, commercial, financial or any other nature, disclosed to either Party by or on behalf of the other Party prior to or during the term of this agreement. Customer and CLOUDHOST each agree to retain in confidence all information disclosed by a party to the other party pursuant to this Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the “Confidential Information”).

• It shall cover all messages, documents and files or other communication in writing and marked “confidential” by the disclosing Party; (or)
• Drawings, models, prototypes, photographs, software programs or in any machine readable form, which information is stated by the disclosing Party to be confidential; (or)
• Orally, and identified in writing as confidential to the disclosing Party within 15 (fifteen) days from disclosure;.

Each party agrees to:

• preserve and protect the confidentiality of the other party’s Confidential Information;
• refrain from using the other party’s Confidential Information except as contemplated herein; and
• not disclose such Confidential Information to any third party except to employees as is reasonably required in connection with the exercise of its rights and performance of its obligations under this Agreement (and only subject to binding use and disclosure restrictions which are at least as protective as those set forth herein and which are agreed to in writing by such employees).

CloudHost further agrees that it will not change or copy, read or distribute Customer’s data, except as required to perform the Services. CloudHost hereby agrees that it has implemented industry standard procedures to: (1) ensure the security and confidentiality of Customer’s Confidential Information; (2) protect against any anticipated threats or hazards to the security or integrity of such information; and (3) protect against unauthorized access to or use of such information. The parties agree to comply with the applicable laws and shall negotiate in good faith, if necessary, to execute any other documents that may be required to comply with any applicable laws.

Notwithstanding the foregoing, either party may disclose Confidential Information which is:

• already publicly known
• independently developed by the receiving party without reference to the Confidential Information of the disclosing party;
• Otherwise known to the receiving party through no wrongful conduct of the receiving party, or required to be disclosed by law or court order.

Neither party shall disclose any of the terms of this Agreement to any third party without the prior written consent of the other party; provided, however, that either party may disclose the existence of this Agreement to any third party and either party may disclose the terms of this Agreement:

• to legal counsel of the parties;
• in confidence, to accountants, banks, and financing sources and their advisors solely for the purposes of a party’s securing financing;
• in connection with the enforcement of this Agreement or rights under this Agreement; or
• in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction solely for use in the due diligence investigation in connection with such transaction.
• In the event that one of the Parties, or anyone to whom Confidential Information is disclosed pursuant to this agreement becomes legally compelled to disclose any of the confidential Information, such party (the “Compelled Party”) shall provide the other party with prompt notice so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Article. In the event that such protective order or other remedy is not obtained or in the event that the other Party waives compliance with the provisions of this Article, the compelled Party will furnish only that portion of the Confidential Information which the Compelled Party is legally required to disclose and will seek to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information.

TERM & TERMINATION

The term of this Agreement shall commence on the mutually signed Service Order Form or Service Start Date and shall renew automatically for successive one (1) year periods unless either party gives the other written notice of intent to terminate and not renew at least ninety (90) days prior to the end of the initial term or any renewal term.

This agreement may be terminated by either party in the event that such party has the right to terminate the customer Agreement.

Upon termination of this agreement, Customer shall relinquish use of the Internet protocol addresses or address blocks assigned to it by CLOUDHOST in connection with the Services.

Unless and otherwise specified in the Customer Agreement, if after the termination or expiration of the Agreement, the Customer fails to remove all equipment and/or other properties belonging to them from the CloudHost Data Centre premises within 15 days of such termination or expiration, the Customer;

• agrees that CloudHost Datacentre may dispose off such property as it deems appropriate and
• releases CloudHost Datacentre from any and all liability arising out of such disposal

TERMINATION TRASITION ASSISTANCE:

Upon any notice of termination of this Agreement, to the extent technically feasible, CloudHost shall assist Customer in the migration of the data of Customers that are located on CloudHost’s servers/storage, in a comma separated values file or other format reasonably requested by Customer. If termination of this Agreement is due to CloudHost’s breach, CloudHost shall migrate Customer’s data to a setup as reasonably requested by Customer, at no cost to Customer.

WARRANTY LIMITATIONS

Disclaimer of Actions Caused by and/or Under the Control of Third Parties Except for warranties and representations made herein, CloudHost MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING THE DATA, PRODUCTS, OR SERVICES OF ANY THIRD PARTY, INCLUDING THE PROVIDERS OF ELECTRICAL OR TELECOMMUNICATIONS PRODUCTS OR SERVICES. CUSTOMER ACKNOWLEDGES THAT AN INTERRUPTION IN THE HOSTING SERVICES DUE TO CIRCUMSTANCES BEYOND THE CONTROL OF CloudHost, SUCH AS A FAILURE OF TELECOMMUNICATIONS SYSTEMS, SHALL NOT BE CONSIDERED A SERVICE OUTAGE FOR PURPOSES OF ANY WARRANTY PROVIDED IN THIS CLOUDHOST.

Sole Remedies to Service outage: SOLE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OF SERVICES DUE TO OUTAGES, OR OTHER BREACH OF WARRANTY SHALL BE THE OUTAGE CREDIT PROVIDED IN THIS CLOUDHOST. CloudHost AND ITS CLOUDHOSTS DISCLAIM ANY AND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS, OR BREACH OF WARRANTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIABILITY OF CloudHost AND ITS CLOUDHOSTS ARISING FROM ANY SUCH OUTAGE, INTERRUPTION, OR BREACH OF WARRANTY SHALL BE EXPRESSLY LIMITED AS SET FORTH IN THIS CLOUDHOST.

MISCELLANEOUS PROVISIONS

NOTICES

Any notice or other communication required or permitted hereunder shall be sufficiently given if manually delivered or sent by registered or certified airmail or fax or E-mail, and, in the case of airmail, prepaid and directed to the other party at its mailing address first set forth above. Any party may, by giving notice as provided sent by registered or certified airmail shall be deemed to have been given ten (10) days after the date on which it is proved to have been so mailed. Any such notice or communication sent by fax or e-mail shall be deemed to have been given one (1) day after the date on which it is sent and receipt has been confirmed.

GOVERNING LAW

This Agreement and the obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the internal laws of UAE, without giving effect to the conflict of laws / principles thereof. The Courts at Dubai shall have exclusive jurisdiction over all matters connected with this agreement.

WAIVER

No express or implied consent to or waiver of any breach or default by any party hereto in the performance by the other parties of its obligations under this Agreement shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such party of the same or any other obligations of such party under this Agreement. Failure on the part of any party to complain of any act or failure to act or to declare the other party as defaulting, irrespective of how long such failure continues, shall not constitute a waiver against such failing party of the rights of the other party under this Agreement.

SEVERABILITY

If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other person or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

ENTIRE AGREEMENT – AMENDMENT

This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. Except as specifically provided herein, neither this agreement nor any provision hereof can be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by all of the parties

TERMINOLOGY

All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of articles, sections, subsections and paragraphs in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement

COUNTERPARTS

This Agreement can be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall comprise but a single instrument

ASSIGNMENT

This Agreement cannot be assigned by any party hereto without the express written consent of the other two parties

LEGAL FEES

In any legal action brought in connection with this agreement for the operations of the Customer, the prevailing party shall be entitled to recover its legal fees from the non-prevailing parties

FORCE MAJEURE

If the performance of any obligation of any of the parties is prevented or restricted or interfered with by reason of fire, explosion, strike, labor dispute, casualty, riots, sabotage, accident, lack or failure of transportation facilities, flood, war, civil commotion, terror attack, lightning, acts of God, any law, order or decree of any government or subdivision thereof or any other cause similar to those above enumerated, beyond the reasonable control of the party, the party so affected shall, upon the giving of prompt notice to the other parties, be excused from performance hereunder to the extent and for the duration of such prevention, restriction or interference.

INTERPRETATION

No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision

ARBITRATION:

Any dispute and/or difference that may arise between the Parties hereto in regard to this Agreement and/or the arrangement there under, the carrying out of its terms and conditions and/or the interpretation thereof in any way whatsoever shall be referred to the conciliation of any authorized representative of the Parties and a solution shall be sought within 15 days of such referral. In the event of any resolution not being found despite conciliatory efforts, the dispute and/or difference shall be referred to a sole Arbitrator to be mutually appointed by the Parties. In the event of differences on appointment of a sole arbitrator, the Parties agree to appoint three arbitrators, one to be appointed by Customer and another to be appointed by CLOUDHOST. The two arbitrators shall appoint the third arbitrator who shall act as the governing arbitrator. The Arbitration proceedings shall be governed by the UAE Law for Arbitration and Conciliation and its statutory modification in force for the time being. Language of arbitration shall be English. Place of Arbitration shall be Dubai UAE.