Cloudtree Service Agreement
Last updated on January 1, 2023
This Service Agreement (“Agreement”) is made and effective as of the date of acceptance, by and between you (“Client”) and Cloudtree Technology (“Cloudtree”). As referred to in this Agreement, “Site” refers to a worldwide website and “Cloudtree Site” refers to the Site located at the URL https://cloudtree.mdev.asia or any other successor Sites owned or maintained by Cloudtree. Cloudtree owns, distributes and provides various products and services for conducting business on the Internet, including web hosting, domain name registration, e-commerce solutions and the Cloudtree family of services (hereinafter collectively referred to as the “Services”). Client desires to utilize some or all of the Services to develop, enhance or maintain Client’s business and/or presence on the Internet. Now, therefore, in consideration of the mutual promises set forth herein, the parties hereto agree as follows:
1. Cloudtree Services
Cloudtree agrees to provide to Client the Services agreed upon between Cloudtree and Client as selected by Client in Cloudtree’s customer database that is specified at Cloudtree Sites.
2. Payment, Invoicing and Refund
2.1. In consideration of the performance of the Services, Client shall pay Cloudtree monthly (for month-to-month subscription) or yearly (year-to-year subscription) the amount set forth in Cloudtree’s customer database as such records are amended from time to time for the Services during the term of this Agreement.
2.2. Client shall receive a confirmation letter via e-mail at the time Client contracts for the Services, which shall confirm the fees payable to Cloudtree. Thereafter, Client shall receive a monthly or yearly billing statement (hereinafter collectively referred to as the “Bills”) for the upcoming month. The Bills shall indicate any changes in fees, which fees shall become effective upon thirty (30) days’ notice as set forth in Section 2.4 herein.
2.3. Client is responsible for all activities and charges resulting from Client’s use of the Services. Client agrees to pay all fees and other charges incurred by Client and set forth in the Bills. Client acknowledges that no refunds will be given by Cloudtree in the event that Client’s account is terminated by Cloudtree or Client mid-term. In the event of a breach of security, Client will remain liable for any unauthorized use of the Services until Client notifies Cloudtree by sending an e-mail with account information to support@cloudtree.my.
2.4. Current rates for using the Services may be obtained on our website at https://cloudtree.mdev.asia. Cloudtree reserves the right to change fees, surcharges, monthly or yearly membership fees or to institute new fees at any time. In addition, Cloudtree may institute special trial offers, from time to time, that shall be reflected in the confirmation letter sent to Client upon sign-up. If Cloudtree does not receive the full amount of Client’s Service account balance within thirty (30) days of the invoice date, a late charge equal to 1.5% per month or the highest amount allowed by law per month will be added to Client’s bill and shall be due and payable. Client shall also be responsible for all attorney and collection fees arising from Cloudtree’s efforts to collect any unpaid balance of Client’s account(s), and Cloudtree may terminate Client’s account immediately without further notice to Client.
2.5. All Cloudtree products and/or services are not refundable once sold unless agreed in writing by both Cloudree and the Client.
3. Responsibilities and Rights of Cloudtree
3.1. Means of Performance. Cloudtree shall provide Client with the Cloudtree hosting services, as described at https://cloudtree.mdev.asia hereto. Cloudtree has the right to control and direct the means, manner, and method by which the host services are performed.
3.2. Support. Cloudtree shall provide a reasonable level of technical support to Client via e-mail for the term of this Agreement.
3.3. Other Work. Cloudtree has the right to perform and license products to others during the term of this Agreement. Cloudtree may elect to electronically monitor the host services and may disclose any content or records to satisfy any law, regulation, or other governmental request or to properly operate host services and protect its Clients. Cloudtree reserves the right to block any site hosted by Cloudtree that contains any content that Cloudtree deems in its sole discretion to be unacceptable or undesirable.
4. Responsibilities and Rights of Client
4.1. Client. Client represents and warrants that (i) Client is at least eighteen (18) years of age, (ii) Client possesses the legal right and ability to enter into this Agreement, and (iii) the performance of Client’s obligations and use of the Services by Client, its customers and users, will not violate any applicable laws, regulations or the rules and regulations or cause a breach of any agreement with any third parties or unreasonably interfere with other Cloudtree Clients’ use of Services. Client assumes all risks related to the processing of transactions related to electronic commerce. Client agrees to provide Cloudtree with accurate, complete and updated information required by the registration of the Cloudtree host service (Client Registration Data), including Client’s legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). Client agrees to notify Cloudtree within thirty (30) days of any changes in Client Registration Data.
4.2. Breach of Warranties. In the event of the breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Cloudtree will have the right, in its sole discretion, to suspend or terminate immediately any Services.
4.3. Fees and Expenses. Client shall be responsible for payment of all costs, fees and expenses assessed by third parties in the course of being provided Services. Such costs include, but are not limited to, the fees required to register and maintain domain names, which are governed by a separate agreement between Client and a third-party domain name registrar.
4.4. Third-Party Software. Third-party software available through the Services may be governed by separate end user licenses. By using the Services and the third-party software, Client agrees to be bound by the terms of such end user licenses regarding the applicable third-party software. Client consents and authorizes Cloudtree to delegate the authorizations Client provides to Cloudtree to its third-party service provider(s) as Cloudtree deems necessary or desirable to provide the applicable Services. Client agrees that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such third party service providers and such third party service providers are deemed to be third party beneficiaries of the Agreement, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. Client also agrees that all reference to “Cloudtree” within this Agreement and any incorporated terms are also deemed to include, where applicable, Cloudtree’s agents, such as the third-party service providers.
4.5. Advertising, Solicitation, and Client Name Harvesting. Client may not use the Services to send unsolicited advertising, promotional materials, or other forms of solicitation to the Cloudtree clients or other Internet users unless Client receives the express permission of such individuals. Client may not use the means of unsolicited advertising to advertise a site hosted on the Cloudtree network. Client may not use the Services to collect or “harvest” user names of Cloudtree clients or other Internet users without the expressed prior permission of the member. Cloudtree reserves the right to block or filter mass e-mail solicitations sent from sites hosted on the Cloudtree network.
4.6. Management of Site. Client shall be solely responsible for all content available on or through its site, and shall at all times be subject to the terms of this Agreement, Cloudtree’s then-standard Terms of Service (“TOS”) and any generally applicable guidelines and service standards published by Cloudtree. Client warrants that its site hosted on the Cloudtree network (i) will conform to the Cloudtree TOS attached hereto as Exhibit A; (ii) will not infringe and will not contain any content that infringes on or violates any copyright, patent or any other third-party right; and (iii) will not contain any content which violates any applicable law, rule or regulation. Cloudtree shall have no obligations with respect to the content available on or through any site hosted on the Cloudtree network, including, but not limited to, any duty to review or monitor any such content. Cloudtree reserves the right to block any site that violates any of the above-stated terms, or which in Cloudtree’s sole discretion, Cloudtree deems objectionable or offensive, or otherwise violates a law or Cloudtree policy, or, in the alternative, to terminate this Agreement in accordance with Section 8.3 herein.
4.7. Compliance Laws. Client agrees that it will use the Services only for lawful purposes and in accordance with this Agreement. Client will comply at all times with all applicable laws and regulations and the TOS, as updated by Cloudtree from time to time. The TOS are incorporated herein and made a part hereof by this reference. Cloudtree may change the TOS, with notice, which notice may be provided by posting such new TOS at the Cloudtree Site. Client may request a current copy of the TOS by sending or faxing a request to Cloudtree. Client agrees that they have received, read and understand the current version of the TOS.
4.8. Proprietary Rights. Unless otherwise specified, all work performed hereunder is the property of Cloudtree, and all title and interest therein shall vest in Cloudtree. To the extent that title to any such works may not, by operation of law, vest in Cloudtree all rights, title and interest therein are hereby irrevocably assigned to Cloudtree. All such materials shall belong exclusively to Cloudtree, and Cloudtree shall have the right to obtain and to hold in its own name, copyrights, trademarks, registrations, or such other protection as may be appropriate to the subject matter; and any extensions and renewals thereof. Client agrees to give Cloudtree and any person designated by Cloudtree such reasonable assistance, at Cloudtree’s expense, as is required to perfect the rights defined in this paragraph.
4.9. Marketing Rights. Client agrees that Cloudtree may refer to Client, or Client’s business in Cloudtree marketing materials, the Cloudtree Site, and communication to Cloudtree’s current and prospective clients. Client grants Cloudtree a limited license and permission to use any Client trade name and/or trademark for such, and only for such, purposes.
5. Limitation of Liability, No Other Warranty and Disclaimer
5.1. Limitation. In the event that any limited guarantees are provided by Cloudtree, such limited guarantees are null and void if Client fails to follow Cloudtree’s TOS and other policies or otherwise breaches this Agreement in any respect.
5.2. No Other Warranty. Cloudtree does not monitor or exercise control over the content of the information transmitted through its facilities. Use of the Services or any information that may be obtained therefrom is at Client’s own risk. The Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. Except as provided in the order form(s), Cloudtree does not make, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage, or trade practice. Cloudtree does not represent or warrant that the Services will be uninterrupted, error-free, or completely secure. Cloudtree does not warrant that the quality of any products, services, information, other material purchased, or any errors in the Service will be corrected.
In no event shall Cloudtree or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our Site, our Services or our TOS (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Cloudtree partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of the TOS or the documents it incorporates by reference or your violation of any law or the rights of a third party.
5.3. Disclaimer of Actions Caused by and/or Under the Control of Third Parties. Cloudtree does not and cannot control the flow of information to or from Cloudtree’s network and other portions of the Internet. Such flow depends in large part on the performance of the Internet services provided or controlled by third parties. At times, actions or inactions of such third parties may impair or disrupt Client’s connections to the Internet (or portions thereof). Cloudtree cannot guarantee that such events will not occur. Accordingly, Cloudtree disclaims any and all liability resulting from or related to such events.
6. Intellectual Property and Customer Content
Images displayed in the templates by Cloudtree are solely for illustration purposes and the copyright belongs to the respective owners. Cloudtree does not claim any intellectual property rights over the illustration images in the templates by Cloudtree and the material you provide to the Cloudtree service. All material you upload remains yours. You can remove your website at any time by deleting your Account.
By uploading Content to your Site, you agree: (a) to allow other Internet users to view your Site Content; (b) to allow Cloudtree to display and store your Site Content; and (c) that Cloudtree can, at any time, review all the Content submitted by you to its Service.
You retain ownership over all Content that you upload to your Site; however, by making your Site public, you agree to allow others to view your Site Content. You are responsible for compliance of your Site Content with any applicable laws or regulations.
We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
Cloudtree shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Site to promote the Service.
7. Indemnification
Client agrees to indemnify, defend and hold Cloudtree and its affiliates, agents, employees, and licensors (including the third-party service providers) harmless from any and all claims, demand, loss, costs or expenses, including attorneys’ fees, made by any person arising out of Client’s violation of this Agreement, State or Federal Securities laws or regulations, or any other person’s rights including but not limited to infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including but not limited to a negligent act, will Cloudtree or its affiliates, agents, employees, or licensors (including third-party service providers) be liable for any damages of any kind that result from the use of, or the inability to use, Services, even if any such party has been advised of the possibility of such damages.
In no event will Cloudtree or its third-party service providers be liable to Client or any third Party for any tort, contract or any other liability arising in connection with the use of the Services, or reliance on any information or services provided by Cloudtree. Cloudtree and its third party service providers will under no circumstances be liable to Client and/or any third party, regardless of the form of action, for any loss of profits, goodwill, use, data or other intangible losses, or any direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if Cloudtree or its third party service providers has been advised of the possibility of such damages, resulting from: (i) the use of the inability to use the Services; (ii) the timeliness, deletion, misdelivery, or failure to store any user date, communications or personalization settings; (iii) the cost of getting substitute goods and services resulting from any products, data, information or services purchases or obtained or messages received or transactions entered into, through or from the Services; (iv) statements or conduct of anyone on the Services; (vi) the use, inability to use, unauthorized use, performance or non-performance of any third party, even if the third party has been advised previously of the possibility of such damages; or (vii) any other matter relating to the Services. Client agrees that Client will not in any way hold Cloudtree responsible for any selection or retention of, or the acts or omissions of, third parties (including third-party service providers) in connection with the Client Services.
Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to Client, and the respective liability of Cloudtree and its third-party service providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states.
In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liability or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of Client’s remedies under this Agreement fail, then Client expressly agrees that under no circumstances will the total, aggregate liability of Cloudtree and its third-party service providers, employees, distributors, agents or affiliates, to Client or any party claiming by or through Client for any cause whatsoever exceed Ringgit Malaysia One Hundred (RM 100), regardless of the form of action and whether in contract, statute, tort or otherwise.
8. Termination (Exit Plan)
8.1. Without Cause. This Agreement may be terminated by either party at any time during any Renewal Term for any or no reason upon either party giving to the other no less than five (5) days prior written notice of termination. No matter which party terminates the Agreement pursuant to this Section 8.1, any and all payment obligations of Client under this Agreement for Service(s) provided through the date of termination will immediately become due, and Client shall be required to prepay for any portion of the Services that have not been paid for and are to be rendered during such five (5) day period.
8.2. For Cause. In addition to any other rights it may have under this Agreement or applicable law, Cloudtree may immediately terminate this Agreement or suspend service, effective without notice, in the event of (i) default in payment, or (ii) Client’s breach or failure to comply with the TOS or other policies of Cloudtree. Client may terminate this Agreement if Cloudtree breaches any material term or written notice of same. If this Agreement is terminated by Cloudtree under this Section 8.2, all balance of the then-current term shall immediately become due and payable. In addition to the foregoing, Cloudtree reserves the right to prohibit any conduct or to remove any materials or content in violation of the TOS or which Cloudtree believes in its sole discretion to be illegal or potentially harmful to others or may expose Cloudtree to harm or liability.
8.3. No Liability for Termination. Neither party will be liable to the other for any termination or expiration of any Services of this Agreement in accordance with its terms.
8.4. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 4, 5, 6, 7, and 8.
8.5. IP Address. Upon expiration, cancellation or termination of this Agreement, Client shall relinquish any Internet protocol (“IP”) numbers, address or address blocks assigned to Client by Cloudtree or its network services supplier (but not the URL or top level domain connected therewith). Cloudtree reserves, in its sole discretion, the right to change or remove any and all such IP numbers, addresses or address blocks.
8.6. Certain data that stored in Cloudtree can be migrated out personally. Customers, Products and Orders can be exported out via CSV File Format. Besides, Images and e-mail data can be migrated out in raw format upon request.
8.7. Data will be removed after two (2) months period of plan expiration. Within the 2 months period of plan expiration, Client may contact the Cloudtree team for the renewal of the Subscription Plan. Client reserved the right to request the Cloudtree team to perform immediate data removal at any time.
8.8. Client owns the ownership of domain name that is registered through Cloudtree. You have the right to transfer the domain name to another service provider before 30 days of the domain expiration date or you may continue to renew the domain through Cloudtree even though you cease the Subscription Plan.
8.9. if a domain name expired and falls under suspension status, It can not be renewed. Unless a certain penalty fee is to be paid for renewal.
8.10. Any customization functions or additional add-on services that are purchased for Client Site usage cannot be migrated out or requested for a refund when you stop your subscription with Cloudtree service.
9. Personal Data Protection Act 2010
9.1. Cloudtree collects Client’s name, company name, address, email address(s), phone number(s) and payment details. The purpose of us collecting such information is to provide you with services.
9.1.1. For the purpose of this section: “Services” includes all forms of action performed by Cloudtree for Client’s best interest. Examples of services are such as confirm Client’s identity, contact you about Cloudtree products and updates, sending invoices and providing support and customer services. Cloudtree will also use Client’s data to make sure that Cloudtree complies with legal requirements.
9.2. Cloudtree will generally keep Client’s data protected and confidential, however, there are circumstances where Cloudtree need to disclose Client’s data.
9.2.1. Personal data may be shared with a company that acquires Cloudtree business, whether through merger, acquisition, bankruptcy, dissolution, reorganization or any other similar conduct. In case this happens, Cloudtree will make prior notice before personal data was being shared.
9.2.2. Cloudtree may share Client’s data as well if it is necessary to exercise or perform any right or obligation which is conferred or imposed by law.
9.2.3. Cloudtree will also share Client’s data if it is required for the administration of justice.
9.2.4. Cloudtree will only share Client’s information with third parties when you give us the consent to do so.
10. General
10.1. Assignment. Client may not assign this Agreement or any of Client’s rights or obligations hereunder without the prior written consent of Cloudtree, and any such attempted assignment shall be void. This Agreement shall be binding upon the parties’ respective successors and permitted assigns.
10.2. Notices. Any notices or communication under this Agreement shall be in writing and shall be deemed delivered to the party receiving such communication via this e-mail address: support@cloudtree.my.
10.3. Governing Law. This Agreement and all future agreements Client may enter into with Cloudtree, unless otherwise indicated on such other agreement, will be governed by the laws of Malaysia, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with Cloudtree in Malaysia or elsewhere. If any part of the Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Agreement and Cloudtree policies are subject to change by Cloudtree without notice. Continued usage of the Services after a change to this Agreement by Cloudtree or after a new policy is implemented and posted on the Cloudtree Site constitutes your acceptance of such change or policy. We encourage you to regularly check the Cloudtree Site for any changes or additions.
10.4. Modifications. No modifications, amendment, supplement to or waiver of this Agreement or any exhibit hereunder, or any of their provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.
10.5. Waiver. A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.
10.6. Severability. In the event any one or more of the provisions of the Agreement or any exhibit is invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.
10.7. Force Majeure. Cloudtree and its affiliates, agents, employees, or licensors (including third-party service providers) shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of such party, including without limitation, fire, flood, strike, and other industrial disturbance, failure to transport, accident, war, riot, insurrection, the act of God or order of the governmental agency. Performance shall be resumed as soon as possible after cessation of such cause. However, if such inability to perform continues for fifteen (15) days, the other party may terminate this Agreement without penalty and without further notice.
10.8. Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
10.9. Terms of Services. Client agrees to be bound by Cloudtree’s TOS for all Services and products used by Client. The current TOS can be found on Cloudtree’s Site at https://cloudtree.mdev.asia. Should Client disagree with any updates to Cloudtree’s TOS, it is Client’s responsibility to notify Cloudtree of Client’s desire to terminate their Services immediately.
10.10. Implied Agreement. CONTINUED USE OF THE SERVICES AND/OR PRODUCTS CONSTITUTES IMPLIED AGREEMENT WITH THIS AGREEMENT AND CLOUDTREE’S TOS IN THEIR ENTIRETY. BY USING THE SERVICES, CLIENT AGREES TO BE BOUND BY ALL TERMS ASSOCIATED WITH SAID SERVICES, INCLUDING THIS AGREEMENT AND THE TOS.
Questions?
Any questions regarding this agreement should be sent to Cloudtree’s Sales Department prior to signing up for any of our services.
