This agreement sets out the terms and conditions on which Brand Cloudlines Limited (“we”, “us”, “our”, “ours”, “Brand Cloudlines”) grants you access to and use of its brand management software platform (“Cloudlines”) as an end user. We reserve all rights in Cloudlines.

By accessing and/or registering to use Cloudlines, you agree to the terms and conditions of this agreement which bind you. If you do not agree to the terms of this agreement, please refrain from using Cloudlines. Please check these terms and conditions to ensure you understand the most up-to-date version which will apply at that time, and can be found here.

1. Brand Cloudlines restrictions

   1. Except as expressly set out in this agreement or as permitted by law, you agree:

      1. to use commercially reasonable efforts to prevent any unauthorised access to or use of Cloudlines and, in the event of any such unauthorised access or use, promptly notify us;

      2. not to, and not to attempt to:

         1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Cloudlines in any form or media or by any means; or
         2. reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of Cloudlines;

      3. not to access all or any part of Cloudlines in order to build a product or service which competes with Cloudlines;

      4. not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Cloudlines available to any third party;

      5. to include our copyright notice on all entire and partial copies you make of Cloudlines on any medium;

      6. not to remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property rights notices from Cloudlines, including any copy thereof;

      7. not to provide or otherwise make available Cloudlines in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

      8. to comply with all technology control or export laws and regulations that apply to the technology used or supported by Cloudlines.

2. Acceptable use restrictions

   1. You must:

      1. not use Cloudlines in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into Cloudlines or any operating system;
      2. not infringe our intellectual property rights or those of any third party in relation to your use of Cloudlines;
      3. not use Cloudlines to transmit any material that is defamatory, offensive or otherwise objectionable to either us or the Client or any third party in relation to your use of Cloudlines;
      4. not use Cloudlines in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
      5. not collect or harvest any information or data from any platform or our systems or attempt to decipher any transmissions to or from the servers running Cloudlines.

3. Fair usage

   As part of our commitment to providing a high-quality and reliable service, Brand Cloudlines has some fair usage guidelines in place for clients’ use of Cloudlines to ensure each user has a consistently high-quality experience. Cloudlines takes measures to ensure usage is within reasonable parameters and in accordance with the license fee or package subscribed to.

   1. Definitions. The following definitions apply in this policy:

      Licence Fees	the fees due to be paid by the Client for a licence to use the Services, at the rates published by Brand Cloudlines from time to time or otherwise specified in an Order.
      Order	an order form submitted by the Client to Brand Cloudlines for use of the Services.
      Services	the web-based services provided by Brand Cloudlines from time to time, specifically the brand management platform available at brandcloudlines.com, and any technical support services provided by Brand Cloudlines to the Client.
      Subscription Services	the hosting and maintenance fees due to be paid by the Client for access to and use of the Services, in accordance with this Agreement, as specified in an Order.

   2. Reasons for fair usage guidelines. Cloudlines offer a secure multi-tenant worldwide service. This means our products are used concurrently by a number of users around the globe. If a single user places very high demands on the service then it is possible that this will affect the experience for other users.

      The vast majority of our users will use the service considerately and their usage levels during peak hours don’t disproportionately affect the shared network and service capacity. Even though only a very small number of our users may use the service inappropriately, their activity has the potential to affect the service for others.

      This policy manages the inappropriate use and makes sure the service can be used fairly by everyone.The vast majority of our users will use the service considerately and their usage levels during peak hours don’t disproportionately affect the shared network and service capacity. Even though only a very small number of our users may use the service inappropriately, their activity has the potential to affect the service for others.

   3. The guidelines. Usage of Cloudlines is monitored on a continuous basis. Only users that consistently generate exceptionally high load over a sustained period of time will be affected by the policy. This is currently defined as per the package subscribed to. Cloudlines reserves the right to amend these limits.

      1. This policy covers the use of the Cloudlines SaaS product:

         1. Usage of Cloudlines is charged annually on a per-brand basis
         2. The fair usage of the product is defined by the parameters set within the subscription packages as listed here.
         3. A subscription package (or a variation of) is agreed on prior to the start of a subscription period.
         4. The guidelines are governed and are based on limits defined in the pricing tier or package agreed.

   4. Extenuating Circumstances. Cloudlines understands that some users will occasionally have very high volumes of traffic outside of normal usage patterns. In those cases where such traffic can be predicted, Cloudlines requests to be informed with as much notice as possible. We are commitment to guarantee a high-quality, fast and reliable service to all users (as stated in our Service Level Agreement.

      Wherever possible prior notice would be appreciated and would ensure the service delivery remains consistently high.

4. Intellectual property rights

   Except for any materials belonging to the Customer which are uploaded to Cloudlines, which are and shall remain the exclusive property of the Customer, we are the owner or the licensor of all intellectual property rights in Cloudlines, and in the material published on it. All such rights are reserved. You acknowledge that you have no rights in or to Cloudlines other than the limited access right to Cloudlines permitted by the Customer. Any use of the content by you contained on Cloudlines will be subject to obtaining all necessary rights from the Customer (or any third party licensors, as applicable).

5. Governing law and jurisdiction

   1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

   2. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.