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This end-user licence agreement (“EULA”) is a legal agreement between you (the “End-user” or “you”) and CloudLoq trading at (“us”, “CloudLoq” or “we”) for (i) your access to the CloudLoq App (the “App”); and (ii) your use of the Services (as that term is defined below).
Your use of the App and the Services is governed by the terms of this EULA and subject to any additional rules or policies applied by us from time to time.
CloudLoq trading as CloudLoq (“we”) are committed to protecting and respecting your data protection rights and freedoms. The purpose of this policy is as a statement of that commitment.
If you do not agree with these terms, your sole remedy is not to use the app or the services. By accessing and/or using the app and/or the services, you are agreeing to these terms and conditions. The services are intended for business users and not consumers (a consumer being a natural person who is acting for purposes which are outside the person’s trade, business, craft or profession). You may not access or obtain the benefit of the services if you are a consumer. By using the services, you are warranting that you are not a consumer.
You should print a copy of these terms for future reference.
CloudLoq uses state of the art security features and methods including:
1.1 The terms of this EULA apply to the App or any of the Services accessible through the App (as these terms are defined below). If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this EULA.
1.2 We may change these terms at any time by notifying you of a change when you next access the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services.
1.3 From time to time, updates to the App may be provided or suggested. Depending on the update, you may not be able to use the Services until you have downloaded the latest version of the App and accepted any new terms.
1.4 If the computer, mobile telephone, or handheld device onto which you are accessing the App (each a “Device”) is not owned by you, you will be assumed to have obtained permission from the owner to access the App on the Device. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you.
1.5 The terms of our privacy policy available at https://cloudloq.com (the “Privacy Policy”) are incorporated into this EULA by reference and apply to the Services. Additionally, by using the App or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
1.6 The App or any Service may contain references to other independent third-party businesses (“Third-party businesses”). Third-party businesses are not under our control, and we are not responsible for and do not endorse their privacy policies (if any). You will need to make your own independent judgment regarding your interaction with any Third-party businesses, including the purchase and use of any products or services accessible through them.
1.7 Any words following the terms “including,” “include,” “in particular,” or “for example” or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2.1 The App offers you the following main services:
(a) The App acts as a processor of data between you (the End-User) and a third party whose information you need to record and use for access control (the “Information Provider”) and management of on-site activity. The App allows you to view submitted information and generate reports based on access to sites or other locations where the turnstile is used.
(b) The App offers a central secure storage where the PII is held in a searchable database.
(c) Purging of an entire PII is offered by the App.
2.2 Data Subject Rights:
(a) We act as an intermediary between you (the End User) and the Information Provider. Aside from hosting the PII for the purposes of (i) enabling access control, or (ii) enabling management and reporting of users, we do not store or accumulate any of the PII for any other reason.
2.3 We are not responsible for nor will we bear any liability for:
(a) the type of PII which you request from an Information Provider;
(b) your decision to request certain PII from an Information Provider or your decision to ultimately enter into contractual relations with any Information Provider;
(c) any decisions which are made by you which follow your decision to request PII;
(d) accidental deletion of your data for any reason.
2.4 You are entirely responsible for your own compliance with applicable data protection legislation and regulations (including but not limited to the Data Protection Acts 1988 and 2003, the ePrivacy Regulations S.I. 336 of 2011, and any legislation which supersedes or amends that legislation from time to time).
2.5 To the extent that another end-user of the Service chooses to share PII with you, CloudLoq disclaims any and all liability in relation to such sharing and direct or indirect consequences of same. You are wholly responsible for any decisions that you make based on the sharing of other users’ PII.
3.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the App and access the Services subject to the payment of any applicable fees, these terms and the Privacy Policy incorporated into this EULA by reference. We reserve all other rights.
Except as expressly set out in this EULA or as permitted by any local law, you agree:
4.1 Not to copy the App or any aspect of the App (including but not limited to its layout or colour scheme) except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
4.2 Not to rent, lease, sub-license, loan, translate, merge, adapt, vary, or modify the App in any way;
4.3 Not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs (including but not limited to programs that scrape content from websites);
4.4 Not to disassemble, decompile, reverse-engineer, or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 82 of the Copyright and Related Rights Act 2000) such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the App with another software program, and provided that the information obtained by you during such activities:
a) is used only for the purpose of achieving interoperability of the App with another software program;
b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
c) is not used to create any software that is substantially similar to the App;
4.5 To include our copyright notice on all entire and partial copies you make of the App on any medium;
4.6 Not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
4.7 To comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service (the “Technology”).
Together, the “Licence Restrictions”.
5.1 You must:
(a) Not use the App or the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Site, any Service, or any operating system;
(b) Not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service;
(c) Not request any personal information that is defamatory, offensive, or otherwise objectionable in relation to your use of the App or any Service;
(d) Not use the App or any Service in a way that could damage, disable, overburden, impair, or compromise our systems or security or interfere with other users; and
(e) Not falsify your identity in any way;
(f) Not misrepresent yourself or your purpose in any way to the Information Provider;
Together, the “Acceptable Use Restrictions”.
5.2 By using the App, you warrant that:
(a) You will comply with the Acceptable Use Restrictions;
(b) You have a legitimate business need to request the PII and to generate reports based on it;
(c) You will comply fully with your obligations under data protection law including the Data Protection Acts 1988 and 2003, the ePrivacy Regulations S.I. 336 of 2011, and any legislation which supersedes or amends that legislation from time to time.
6.1 You acknowledge that all intellectual property rights in the App, and the Technology anywhere in the world belongs to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App, or the Technology other than the right to use each of them in accordance with the terms of this EULA.
6.2 You acknowledge that you have no right to have access to the App in source-code form.
7.1 All warranties in respect of the App and the Services, express or implied are, to the greatest extent permitted by law, excluded. We make no warranty whatsoever that the App will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described on our website.
7.2 The Services are provided on an “as-is” basis and we make no warranty whatsoever as to the reliability of the data provided. We cannot, nor do we, guarantee fully the data generated in any reports.
8.1 You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App meet your requirements.
8.2 We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with your use of the App and your use of the Services. For the avoidance of doubt, we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
8.3 Our maximum aggregate liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to €1.00. This does not apply to the types of loss set out in condition 8.4.
8.4 Nothing in this EULA shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; and/or
(c) any other liability that cannot be excluded or limited by the laws of Ireland.
8.5 You agree to indemnify and keep CloudLoq indemnified against any and all liability suffered by CloudLoq and arising from or due to your failure to comply with these terms and conditions (including but not limited to any liability whichCloudLoq incurs to a third party as a result).
9.1 We may terminate this EULA immediately by written notice to you:
(a) if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the notification of written notice requiring you to do so;
(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions;
(c) if either parties become the subject of proceedings relating to insolvency, receivership, liquidation or other similar arrangements;
(d) if we consider that the provision of the Service breaches or is likely to breach any law or enactment which is now or may in the future come into force; and
(e) if you are found to have falsified your identity or mislead Information Providers in a material way; or
(f) if you are found to have breached the Data Protection Acts 1988 and 2003, the ePrivacy Regulations S.I. 336 of 2011 and any legislation which supersedes or amends that legislation from time to time.
9.2 On termination for any reason:
(a) all rights granted to you under this EULA shall cease and the provision of the Services shall cease; and
(b) you must immediately cease all activities authorised by this EULA, including your use of any Services.
9.3 Notwithstanding the above, we reserve the right to suspend or close your CloudLoq account or withdraw the App immediately.
10.1 Terms used in this clause which are capitalised but undefined shall have the meaning given to them in Applicable Data Protection Law(as defined in clause 10.2).
10.2 The parties agree that to the extent that they Process Personal Data referable to EU residents, they are subject to applicable data protection law and shall in particular comply with the Irish Data Protection Acts 1988, 2003 and 2018, the European Communities (Electronic Communications Networks & Services) (Privacy & Electronic Communications) Regulations 2011, the General Data Protection Regulation (Regulation (EU) 2016/679), and all other industry guidelines (whether statutory or non-statutory) or applicable codes of practice and guidance notes issued from time to time by the Irish Data Protection Commissioner relating to the processing of Personal Data or privacy (together, the “Applicable Data Protection Law”).
10.3 To the extent that CloudLoq Processes Personal Data for or on your behalf:
(a) CloudLoq agrees to act solely as Processor and Process such data only to the extent, and in such a manner, as is necessary for the purpose of providing the Services and in accordance with your documented instructions from time to time and shall not process the such data for any other purpose;
(b) CloudLoq will notify you immediately if it receives any complaint, notice or communication which relates directly or indirectly to the Processing of Personal Data and provide you with reasonable cooperation and assistance in relation to any such complaint, notice or communication;
(c) CloudLoq will notify you immediately if any Personal Data which it Processes on your behalf is lost or destroyed or becomes damaged, corrupted or unusable or becomes available or accessible to unauthorised third parties. If any Personal Data is corrupted or lost as a result of any default by CloudLoq, its employees, agents or service providers, CloudLoq will make best efforts to procure the restoration of such Personal Data itself;
(d) you will make available to CloudLoq all information which is necessary to demonstrate your compliance with Applicable Data Protection Law;
(e) on the provision of reasonable notice, CloudLoq will permit you to carry out audits of CloudLoq’s technical and organizational measures for the protection of Personal Data provided that any audit of the data-processing facilities of CloudLoq shall be carried out on your behalf by an independent third party as agreed by the parties. Such an independent third party shall have appropriate professional qualifications and be bound by a duty of confidentiality;
(f) CloudLoq agrees to ensure that access to Personal Data is limited to: (a) those employees, contractors and service providers who need access to the Personal Data to meet CloudLoq’s obligations under this EULA; and (b) in the case of any access by any employee, service provider and/or contractor, such part or parts of the Personal Data as is strictly necessary for performance of that employee’s or service provider’s duties; and ensure that all employees, service providers and contractors: (x) are informed of the confidential nature of the Personal Data being processed; (y) have undertaken training in the laws relating to handling of Personal Data; and (z) are aware both of CloudLoq’s duties and obligations as Data Processors under Applicable Data Protection Law;
(g) you undertake the use of the App and the Services in a manner which is compliant with Applicable Data Protection Law and in particular you agree not to use it in order to gather excessive Personal Data and not to use any Personal Data which you gather for purposes other than the purposes which you have clearly identified to the Data Subject. You agree to indemnify and keep CloudLoq indemnified against any and all liability suffered by CludLoq and arising from or due to your failure to comply Applicable Data Protection Law (including but not limited to any liability which CloudLoq incurs to a third party as a result).
(h) Upon termination of service, we will delete the Personal Data stored on our servers.
10.4 We may from time to time authorise a third party (a “Sub-processor”) to process the Personal Data being processed for or on behalf of CloudLoq provided that the Sub-processor’s contract is on terms which are substantially the same as those set out in this clause and the Sub-processor’s contract terminates automatically on termination of this EULA for any reason.
10.5 CloudLoq undertakes not to remove or transfer Personal Data which it may process on your behalf from the European Economic Area without having an appropriate transfer mechanism in place which is compliant with Applicable Data Protection Law.
10.6 CloudLoq shall at all times have appropriate technical and organizational measures in place to protect and secure any Personal Data which it holds for or on your behalf against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and that having regard to the state of technological development and the cost of implementing any measures, such measures shall provide a level of security appropriate to the risk represented by the processing and the nature of the Personal Data to be protected.
11.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by email info@cloudloq.com. We will confirm receipt of this by contacting you in writing, normally by email.
11.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide to us when registering to access the Services through the App.
12.1 Notwithstanding any other provision of this EULA, we shall not be liable for any delay in performing, or failure to perform, any of our obligations under this EULA if, and to the extent, performance is delayed or prevented due to a cause or causes that are beyond our reasonable control and occurring without our fault or negligence (each a “Force Majeure Event”), including, but not limited to, acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, sabotage (including network intrusions, hacking and denial of service attacks), vandalism, strikes or other labour problems, computer attacks, failure of public or private telecommunications networks or malicious acts.
12.2 If a Force Majeure Event takes place that affects the performance of our obligations under this EULA:
(a) our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Force Majeure Event.
13.1 You warrant that you have full capacity and authority and all necessary consents to enter into and to perform this agreement. To the extent that you enter into these terms on behalf of a company or other legal entity, you warrant that you have full authority to bind the company or entity that you are representing.
13.2 Where you provide access to App for your employees or contractors, you are wholly responsible for their behaviour and for ensuring their compliance with these terms.
13.3 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.
13.4 You may only transfer your rights or obligations under this EULA to another person if we agree in writing.
13.5 If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13.6 Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
13.7 Please note that this EULA, its subject matter and its formation, are governed by the laws of Ireland. You and we both agree to submit to the exclusive jurisdiction of the courts of Ireland.
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