Cloud Testing Limited - Agreement

Cloud Testing Ltd ('CLOUD TESTING') provides services that allow users to test their websites using industry standard frameworks and real browsers ('the Services').The following are the terms of Agreement for use of the Services. By checking the terms of Agreement box or by placing an order with CLOUD TESTING, the user accepts these terms of Agreement.

1. SERVICES AND SUPPORT
   1. The Services are provided subject to this Agreement, as they may be amended by CLOUD TESTING, and any guidelines, rules or operating policies that CLOUD TESTING may establish from time to time . By posting updated versions of the terms of Agreement on the CLOUD TESTING website, or otherwise providing notice to you, CLOUD TESTING may modify the terms of Agreement and may discontinue or revise any or all other aspects of the Services at its sole discretion. All such changes shall become effective upon posting of the revised terms of Agreement.
   2. The Services are available only to persons who can form legally binding contracts under applicable law.
   3. All prices for Services are subject to change at any time. All monies paid to CLOUD TESTING for Services are non-refundable.
   4. For all accounts, CLOUD TESTING may charge an account re-activation fee should an account need to be re-activated by a user after an account has become de-activated due to non-payment or an untimely authorization for payment.
   5. You will provide true, accurate, current, and complete information about yourself as requested by CLOUD TESTING during the registration process. You are responsible for maintaining the security of your account, passwords, and files, and for all uses of your account and of the Services in your name. CLOUD TESTING reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
   6. The agreed pricing is based on a maximum of 50 steps per script. CLOUD TESTING reserves the right to levy additional charges where this limit is exceeded.
2. RESTRICTIONS AND RESPONSIBILITIES
   1. This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services ('Software'); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software. If you are using the Services in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Services or the Software does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
   2. You acknowledge and agree that the Services and CLOUD TESTING names and logos and all related product and service names, design marks and slogans, are the property of CLOUD TESTING (collectively, the 'Marks'). You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of CLOUD TESTING. Your use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks. All ownership rights remain in CLOUD TESTING.
   3. You represent, covenant, and warrant that you will use the Services only in compliance with the Agreement and all applicable laws. You hereby agree to indemnify and hold harmless CLOUD TESTING against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services.
   4. The Services may only be used for lawful purposes.
   5. In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to CLOUD TESTING. CLOUD TESTING may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you.
   6. You will adopt and maintain the Privacy Policy, which may be modified by CLOUD TESTING from time to time.
   7. You will be responsible for ensuring that you are competent to write the scripts required to operate the Service.
3. TERMINATION
   1. You may terminate this Agreement at any time by sending an e-mail message to support@cloudtesting.com. Correspondence must include your first name, last name, and Services username. No refunds will be issued if you terminate this agreement.
   2. CLOUD TESTING may terminate this Agreement or the Services at any time with or without cause, and with or without notice. CLOUD TESTING shall have no liability to you or any third party because of such termination.
   3. CLOUD TESTING may delete any of your archived data within 30 days after the date of termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.
4. WARRANTY DISCLAIMER AND REMEDIES
   1. USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. CLOUD TESTING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED 'AS IS' AND CLOUD TESTING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
   2. Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for CLOUD TESTING to use commercially reasonable efforts to adjust or repair the Services.
5. LIMITATION OF LIABILITY
   1. Nothing in this Agreement shall exclude liability for fraudulent misrepresentation or for death or personal injury resulting from the negligence of either party or of either party's employees while acting in the course of their employment.
   2. Subject to Clause 6.1, neither party accepts any liability in relation to this Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for loss of profits, loss of sales, loss of or damage to business, loss of contracts, loss of customers, loss of, or loss of use of, any software or data, loss of use of any computer or other equipment or plant, or indirect, special or consequential loss or damage.
   3. Subject to Clauses 6.1 and 6.2, each party's total liability arising from or in connection with this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the lesser of the total value of your business with CLOUD TESTING or £10,000 (ten thousand pounds sterling).
   4. Neither party shall be liable to the other for any delay or failure in performing any of its obligations under this Agreement if such delay or failure is caused by circumstances outside the reasonable control of the party concerned (including any delay caused by any act or default of the other party), including without limitation any failure of power supplies, labour disturbance, acts of government or regulatory authority, or any act or omission of third party network service providers.
6. MISCELLANEOUS
   1. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
   2. CLOUD TESTING and you agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
   3. No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind CLOUD TESTING in any respect whatsoever.
   4. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
   5. The Agreement shall be governed by the laws of England.
7. SYSTEM REQUIREMENTS
   1. It is understood that in order to use Services, an internet connected computer and an up-to-date browser are required.

Version 1.1 - 9th September 2009