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All Bluvalt Services (including Connectivity) are provided by Arabian Internet and Communication Services Company (STC Solutions - STCS).
Your use of the Marketplace may be subject to a credit limit set by STC Cloud in connection with your use of the Marketplace (Cloud Account Credit Limit) as well as your overall customer credit limit set by STC Cloud, and subject to the applicable STC Cloud Policies. It is your sole responsibility to monitor your Cloud Account Credit Limit and to ensure that it is sufficient to cover those fees you incur or are likely to incur in connection with your use of the Marketplace.
Use of the Marketplace
- Through the Marketplace we aim to provide you with a fast and effective means to subscribe to cloud services. We hope you will be happy with the products that you subscribe to through the Marketplace, however, please note that STC Cloud provides those products which are clearly labelled as STC Cloud Products and Independent Cloud Products.
- You may subscribe to Cloud Products via the Marketplace if you meet the following criteria:
- are 21 years old or older based on the age of majority in your jurisdiction;
- have not defaulted in any payments due to or had any payment disputes with STC Cloud or any other STC Cloud group company in the past.
- You may subscribe to Cloud Products via the Marketplace if you meet the following criteria:
Account set-up and activation
- In order to subscribe to Cloud Products via the Marketplace, you must have a personalised password secured account (Cloud Account). You can set-up a Cloud Account by following the process available in the marketplace or in accordance with the process referred to in the End Customer Agreement. You acknowledge that you will not be able to subscribe to any Cloud Products until your Cloud Account has been activated and complete and accurate billingdetails have been uploaded.
- Your Cloud Account will allow you to manage your subscriptions to Cloud Products on the Marketplace and to access a personalised dashboard which allows you to monitor subscriptions to Cloud Products and to perform other administrative functions.
- The first time you use the Marketplace, you will be required to complete a registration form, set log-in details and select a secure password. We will ask you to provide a range of information during the registration process, including a valid email address. All information you provide should be accurate and correct at the time of registration. Under no circumstances should you establish a Cloud Account using a false name or any other information you know to be false. If your registration is successful you will receive a confirmation email to your registered email account. You will only be entitled to create one Cloud Account per email address.
End Customer Agreement
- Use of your Cloud Account. You are responsible for all activities that occur in connection with your Cloud Account or any Access Details provided in connection with your account, regardless of whether those activities are carried out by you, your employees or any third party. You should take steps to protect the confidentiality of your Access Details and you must notify us immediately if you become aware of any disclosure, loss, theft or unauthorised use of your Access Details.
- Keeping your information up-to-date. It is your responsibility to ensure that the information we hold on record for you is up-to-date.
- Backing-up your data. It is your responsibility to take appropriate steps to safeguard and back-up your data stored on the Marketplace. We shall have no obligation to back-up any data related to your use of the Marketplace, any Cloud Product or your Cloud Account unless agreed expressly otherwise in the applicable Cloud Product terms and conditions.
- Compliance with the law. You assume full responsibility for compliance with all Applicable Laws of the country from which you access the Marketplace, including in respect of the subscription and use of any Cloud Products made available for subscription through the Marketplace and you will not use them or their contents for any unlawful purpose.
- Each Cloud Product will be subject to its own terms and conditions. Before subscribing to a Cloud Product on the Marketplace, you should make sure that you agree to be bound by the relevant terms and conditions, which you will have an opportunity to review and accept before completing the transaction.
- You acknowledge and agree that the provision of each Cloud Product may be subject to a product specification. The product specification may specify the technical capabilities of the Cloud Product and may limit the scope of the Cloud Product's performance. Such limitations will vary depending on the nature of the Cloud Product but may include for example limitations on the number of Authorised Users, systems resources, performance capacity, quantities and the period of time during which the Cloud Product will be made available.
- You acknowledge that the specification for a Cloud Product is a dynamic document which may be subject to change over the lifetime of that Cloud Product, including in respect of STC Cloud Products pursuant to Clause 6.6. STC Cloud shall try to ensure that any change to the specification for a particular STC Cloud Product does not result in a material reduction in the level of performance experienced by you but gives no guarantee in respect of performance.
- You acknowledge and agree that subscription to any particular Cloud Product shall be independent of any other such subscription provided by STC Cloud. Your obligation to pay for or perform obligations in respect of one Cloud Product shall not be contingent on the provision of any other Cloud Product by STC Cloud or any Cloud Service Provider.
- Unless expressly stated otherwise in our Agreement or in the terms and conditions applicable to a particular Cloud Product, you subscribe to all Cloud Products at your own risk. You acknowledge that STC Cloud does not guarantee the availability, quality, suitability or legality of the Cloud Products or that the description of the Cloud Product on the Marketplace is accurate.
- STC Cloud reserves the right to vary the STC Cloud Products from time to time, including in order toimplement improvements to functionality, changes in technology, changes in modes of operation or patterns of use, changes in industry practice or changes in the availability of third party content.
Independent Cloud Products
- When you subscribe to an Independent Cloud Product, including Bluvalt Products, on the Marketplace you acknowledge and agree that you will be entering into a contract directly with the Cloud Service Provider who is offering the relevant Independent Cloud Product. We make no claims or endorsements in respect of the Independent Cloud Products described on the Marketplace.
- Where you subscribe to an Independent Cloud Product, including Bluvalt, you grant us the right to share your data in purpose of implementing this agreement with the relevant Cloud Service Provider to allow them to provide you with the Independent Cloud Product. We cannot be responsible for any use of your data made by a Cloud Service Provider.
- STC Cloud will not be responsible for any disputes which arise between you and a Cloud Service Provider. If you have a complaint about a Cloud Product published on, or which you have subscribed to, via the Marketplace you should submit details of your complaint to us at azer.stcs.com.sa. STC Cloud will raise a ticket and refer the complaint to the relevant Cloud Service Provider if necessary. Please note that STC Cloud will be unable to resolve complaints that relate to Independent Cloud Products.
- Cloud Products may be offered subject to a trial service plan. Where offered, the trial service plan will be free of charge with the aim of allowing you to try the Cloud Product before you take out a fully-paid subscription. The trial service plan may restrict your access to, or the functionality of, the Cloud Product for the trial period.
- The trial period shall last for the specified period. If you choose to subscribe to the full Cloud Product before the expiry of the trial period this will terminate the trial period. A Cloud Product may be subject to additional or separate terms and conditions during the trial period.
- You acknowledge that any data you submit or customisation you carry out to a Cloud Product during any trial period may be lost unless you purchase a full subscription to that Cloud Product prior to the expiry of the trial period or you expressly request a copy of the data that is held for you prior to termination of the trial period. You acknowledge and agree that a fee may be payable for making available a copy of your data or for transferring your data to another cloud service provider. For STC Cloud Products, the fee will be calculated by reference to the data transfer pricing that STC Cloud will share to customer upon request.
- Cloud Products may be made available from time to time in beta mode during which we or the Cloud Service Provider will look to identify any errors with the Cloud Product published to the Marketplace. All Cloud Products in beta mode will be clearly marked as 'beta', 'pilot' or some equivalent description.
- During the beta testing period you will not be charged for your use of the relevant Cloud Product. You will be notified once the beta period ends and offered the opportunity to subscribe to the Cloud Product subject to paying the relevant charge.
- You acknowledge that any data you submit or customisation you carry out to a Cloud Product during any beta testing period may be lost unless you purchase a full subscription to that Cloud Product prior to the expiry of the beta testing period or you expressly request a copy of the data that is held for you in that Cloud Product prior to termination of the beta testing period. You acknowledge and agree that a fee may be payable for making available a copy of your data or for transferring your data to another cloud service provider. For STC Cloud Products, the fee will be calculated by reference to the data transfer pricing guide STC Cloud makes available on the Marketplace from time to time.
- You shall and shall procure that your Authorised Users shall:
- Keep their Access Details secret and take all reasonable precautions to prevent unauthorised or fraudulent use of them;
- Not disclose, share, or permit their Access Details with any third party, without obtaining your prior consent; and
Estimated use tool
- STC Cloud makes available a tool on the Marketplace which you can use to estimate your likely usage of Cloud Products over a given period (Estimation Tool). The Estimation Tool relies on the information you input to generate your estimated usage, including for example the size of your organisation. The estimate provided by the Estimation Tool may help you decide what level of volume commitment you would like to make for Cloud Products.
- The Estimation Tool is provided for your convenience only and we have no obligation to edit the information you submit or upload to the Estimation Tool. The estimate provided using the Estimation Tool is intended to be indicative only and ultimately may be inaccurate, particularly if the information you have provided is incorrect or incomplete. Ultimately, you may wish to undertake your own assessment of your requirements for Cloud Products, and where appropriate, seek independent advice from a suitably qualified third party.
- We accept no responsibility and disclaim all liability for any estimates provided using the Estimation Tool to the fullest extent permitted by the Applicable Laws and you shall be responsible for any use you make of, or reliance you may put on the information provided by the Estimation Tool.
Payment transactions, payment options and pricing
- Unless specified otherwise on the Marketplace, you agree that you will be obliged to pay for all Cloud Products that you subscribe to via the Marketplace and we or any Cloud Delivery Partner shall be entitled to charge you for the fees payable.
- Payment in respect of Cloud Products you subscribe to may be processed directly by STC Cloud or by a Cloud Delivery Partner. All payments processed by a Cloud Delivery Partner will be subject to that Cloud Delivery Partner's terms and conditions and associated policies which shall apply directly between you and the Cloud Delivery Partner.
- You may opt to pay by a number of different methods which are as follows:
- Credit card (Visa, Mastercard or such other cards which we may specify at the time of payment);
- A pre-paid telecoms account; or
- A post-paid telecoms account.
- You authorise us or the Cloud Delivery Partner to charge you in advance for all payments due over the subscription term for any Cloud Product you subscribe to. Such payments shall be charged annually or with the frequency specified in our Agreement or the relevant Cloud Product's service plan.
- Where you would like STC Cloud to process payments on your behalf you must have an existing payment account set up with STC Cloud. If you do not already have an STC Cloud payment account you can set one up by following the instructions at the attached link https://cloud.stc.com.sa/get-started/customer/billing-payments/
- You are responsible for ensuring that the payment method you specify when you subscribe to a Cloud Product remains current. Where payment has not been received when due for any Cloud Product you subscribe to, you acknowledge that your subscription may be suspended. In the event that your selected payment method is cancelled or deactivated you should contact us as soon as practicable to arrange for an alternative method of payment to ensure continuity of service. We reserve the right to recover any amounts due by you by alternative means. In addition to any other rights we may have under our Agreement, where a payment is past due we reserve the right to terminate your Cloud Account, regardless of the amount that is due.
- If pursuant to the End Customer Agreement you enter into a volume commitment for a specified period, you acknowledge and agree that where you do not satisfy the agreed volume commitment in that period you shall not be entitled to any refund or credit in respect of the unused portion of the commitment. Unless expressly agreed otherwise with you in our Agreement, in no circumstances shall any unused allowance or volume discount roll-over to any subsequent period. You agree that any difference between the value of your minimum volume commitment and the fees invoiced to you for the specified period shall be invoiced in the final month of the specified period, irrespective of your usage. This adjustment shall be categorised on your STC Cloud invoice in accordance with the category pre-determined in the End Customer Agreement.
- Unless expressly agreed otherwise with you in writing, the price of all Cloud Products shall be the price applicable at the date of subscription as may be amended from time to time. All prices listed on the Marketplace for Cloud Products are, to the best of STC Cloud’s knowledge, accurate at the time of publishing. However, the Marketplace may contain inadvertent inaccuracies or typographical errors. These will be corrected at STC Cloud’s discretion, as they are identified to us including by our Cloud Service Providers. All prices listed on the Marketplace are subject to change at any time without notice.
STC Cloud Credit limits
- Your Cloud Account may be subject to your Cloud Account Credit Limit set by STC Cloud. The Marketplace will automatically assign a Cloud Account Credit Limit to your Cloud Account which will be communicated to you via the Marketplace. Any amendments to your Cloud Account Credit Limit must be made in accordance with the applicable STC Cloud Policies. STC Cloud has no duty to offer credit to you and you acknowledge and agree that you may be required to pay upfront for the Cloud Products and other fees you incur in connection with your use of the Marketplace.
- Ultimately your subscriptions to Cloud Products may not exceed your Cloud Account Credit Limit. It is your sole responsibility to ensure that your Cloud Account Credit Limit is sufficient to meet the fees you are liable to pay pursuant to your use of the Marketplace. STC Cloud reserves the right to suspend or terminate your access to all Cloud Products in the event that your credit limit is exceeded.
- You acknowledge and agree that any Cloud Account Credit Limit extended to you in connection with your subscription to Cloud Products, shall be subject to the overall credit limit set by STC Cloud. Such credit limit is set in accordance with a number of predetermined criteria, including by reference to the sector in which you or the entity you represent operate.
- In the event that any of the limitations applicable to a Cloud Product are exceeded you acknowledge that additional fees may be payable and you shall be responsible for accounting to STC Cloud without delay for the extent of use of the Cloud Product in excess of the specified limits, which may include an additional administration fee to compensate STC Cloud for the unauthorised use.
- All invoices issued by STC Cloud in connection with your use of the Marketplace may be issued in hardcopy or electronically through STC Cloud's normal invoicing channels. All charges invoiced to you shall be inclusive of Taxes, unless expressly stated otherwise. You are responsible for payment of all Taxes that may apply to your use of the Cloud Products. We reserve the right to charge such Taxes in addition to the fees applicable to the Cloud Products you subscribe to.
- Invoices issued by STC Cloud in connection with your use of the Marketplace shall provide an overview of the fees payable by you and shall display the fees in one of four general categories only. The categorisation of fees in STC Cloud's invoice may not allow you to determine the specific Cloud Products to which they relate. A detailed cost breakdown will be available on your personalised dashboard on the Marketplace.
- STC Cloud reserves the right at any time to charge a fee for access to certain parts of the Marketplace. In no event will you be charged for such access unless we obtain your prior agreement.
- In using the Marketplace and any Cloud Products, you agree that you shall not:
- Sell, resell, license, sublicense or distribute them for the benefit of anyone other than you or those Authorised Users entitled to use those Cloud Products in connection with your subscription; or
- Use any “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Marketplace; or
- In any way reproduce or circumvent the navigational structure or presentation of the Marketplace or any Cloud Product to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Marketplace or any Cloud Product; or
- Attempt to gain unauthorised access to any portion or feature of the Marketplace, any Cloud Product or any other systems or networks connected to them, or to any of the services offered on or through the Marketplace, including by hacking, password “mining” or any other illegitimate means; or
- Post, upload to, transmit, distribute, store, create or otherwise publish or make available through the Marketplace or any Cloud Product any content that is unlawful, libellous, defamatory, offensive to any religious or moral groups, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable; or
- Misuse the Marketplace or any Cloud Product by knowingly introducing viruses, trojans, worms, logic bombs or other material which may be malicious or technologically harmful; or
- Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of or bandwidth connecting to the Marketplace or Cloud Product; or
- Attempt to attack the Marketplace or any Cloud Product via a denial-of-service attack or a distributed denial-of-service attack; or
- Reverse engineer, reverse assemble, decompile, or otherwise attempt to discover source code or other arithmetical formula or processes in respect of the software underlying the infrastructure and processes associated with the Marketplace or any Cloud Product.
- To the fullest extent permitted by the Applicable Laws, we disclaim all liability for Content posted, stored or uploaded to the Marketplace or to any Cloud Product by you or any third party, or for any loss or damage suffered as a result. You acknowledge and agree that we have no obligation to screen, edit or monitor any of the Content posted to or distributed through the Marketplace or any Cloud Product. We may, in our absolute discretion, remove, screen or edit without notice any Content posted or stored on the Marketplace at any time (including in order to comply with a request from the competent authorities or pursuant to a court order), and you are solely responsible for creating back-up copies of any Content you post on the Marketplace or in a Cloud Product at your sole cost and expense unless the SLA expressly state expressly otherwise.
- In using the Marketplace and any Cloud Products, you agree that you shall not:
Linking to the Marketplace
The Marketplace may contain links or references to other websites maintained by third parties. Such links are provided solely as a convenience to you and we do not endorse those sites. We are not responsible for the content of any such websites (including those websites belonging to members of the STC Cloud group of companies) that have links with the Marketplace, or for the legal consequence of your entering into any contracts with our group companies or third parties and you rely on the information available on those website at your own risk. To the fullest extent permitted by the Applicable Laws, we exclude liability for all Losses incurred by you as a result. You may not link to the Marketplace without STC Cloud's prior written approval. You agree to remove or cancel any such link to the Marketplace at STC Cloud’s request.
Intellectual Property Rights
- All Intellectual Property Rights in or relating to the content of the Marketplace or the Cloud Products, including any trade marks, or copyright in the text, graphics, logos, button icons, images, operating software and in the form, arrangement and design of the Marketplace belong to either STC Cloud, the Cloud Service Providers or their respective third party licensors, unless otherwise stated.
- Subject to the payment of the applicable fees, unless expressly stated otherwise in the End Customer Agreement or in the terms and conditions applicable to the relevant Cloud Product, you shall be granted in respect of a Cloud Product, a non-exclusive, revocable, non-transferable licence to use it solely for your internal business purposes and subject to any limitations specified in the terms and conditions applicable to that Cloud Product. Upon the expiry of any agreed period of service for a Cloud Product, unless automatically renewed subject to the terms of our Agreement, you acknowledge and agree that your right to access and use the Cloud Product may terminate.
- To the extent required by STC Cloud and the Cloud Service Providers as the case may be to provide the requested Cloud Product, you grant to STC Cloud, or shall procure the grant to STC Cloud of, a non-exclusive, royalty-free, transferable, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt and translate all data, information, applications, software, text, sound, photos, images, graphics, code or any other material, in any format, provided by or on behalf of you or your Authorised Users that are stored in or run through the Cloud Products from time to time in order to allow STC Cloud and the Cloud Service Providers to provide the Cloud Products you subscribe to from time to time via the Marketplace. You agree to do all things and execute all documents required to allow STC Cloud to take full advantage of the rights granted pursuant to this Clause.
- Except as expressly prohibited by STC Cloud or a Cloud Service Provider in the applicable terms and conditions, you may make copies of the Cloud Products to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security and disaster recovery. You shall record the number and location of all copies of the Cloud Products and take steps to prevent unauthorised copying.
- You are allowed to download to a local hard disk, reproduce, print and copy extracts of the Marketplace solely for your own personal and domestic, non-commercial use. We reserve the right to withdraw this licence at any time by notice on the Marketplace.
- Any unauthorised use of the Marketplace, a Cloud Product or their contents may result in legal action being taken against you.
- By submitting any Content to the Marketplace by electronic mail, postings on the Marketplace, through our 'contact us' portal or otherwise, you grant us a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:
- use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display such Content throughout the world in any media, now known or hereafter devised; and
You agree to do all things and execute all documents required to allow us to take full advantage of the rights granted to us by this clause.
Exclusion of Liability
- The Cloud Products and the Marketplace are made available to you on an "as is" basis and STC Cloud gives no warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranty of merchantability, fitness for a particular purpose or non-infringement to the fullest extent permitted by the Applicable Laws.
Release and Indemnity
- If a dispute arises between you and any Cloud Service Provider, Cloud Delivery Partner or any of their respective affiliates you agree to bring any claim directly against that Cloud Service Provider or Cloud Delivery Partner and you also agree to release STC Cloud (and our affiliated companies and each of their respective officers, directors, employees, agents, representatives and service providers) (STC Cloud Parties) from all claims, demands, damages (actual or consequential) of any kind whatsoever arising out of or in any way connected with such dispute to the fullest extent permitted by the Applicable Laws. In granting this release, you expressly waive any protections whether statutory or otherwise that would otherwise limit the extent of the coverage granted by way of this release to include only those claims which may now exist or which you suspect exist in your favour at the time of granting this release.
Suspension and termination
- You acknowledge that violation of any of the terms of our Agreement may result in suspension of service meaning that you will not be able to use either one or all of the Cloud Products you subscribe to. Where possible, STC Cloud will try to provide notice before suspending a Cloud Product.
- STC Cloud reserves the right to terminate our Agreement at any time on giving you not less than thirty (30) days' written notice.
- Subject to any express provision otherwise in our Agreement, you may terminate our Agreement at any time by following the Cloud Account closing procedure. Termination of our Agreement will be subject to payment by you of all sums due in connection with our Agreement.
- Termination or expiry of our Agreement for any reason will:
- Be without prejudice to any obligation or right of any Party which has accrued prior to such termination (or shall thereafter accrue in respect of the period before such expiry or termination); and
- Not affect any provision of our Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after such termination, which includes this Clause 21.
- On termination of our Agreement for whatever reason STC Cloud shall be entitled to perform such functions as may be required in order to ensure that you able to continue to use those Cloud Products which you are entitled to use following termination of our Agreement.
- On expiry or termination for whatever reason of your subscription to a Cloud Product you acknowledge and agree that the data that is held for you in that Cloud Product, whether by us or by a Cloud Service Provider as the case may be, may be lost unless you expressly request a copy of that data prior to the expiry or termination of your subscription. In the event that due to the circumstances of termination you do not have an opportunity to do so prior to termination, such request must be made as soon as reasonably possible and in any case within thirty (30) days of the date of termination.
- You acknowledge and agree that:
- A fee may be payable for making available a copy of your data or for transferring your data to another cloud service provider. For STC Cloud Products, the fee will be calculated by reference to the data transfer pricing guide STC Cloud makes available on the Marketplace from time to time; and
- All fees due in respect of your expired or terminated Cloud Product subscription must be paid in full prior to a copy of your data being made available or transferred.
Data security standards
- Cloud Products may be made available on the Marketplace from time to time which are compliant with the PCI DSS. We also reserve the right to make available an instance of the Marketplace which is PCI DSS compliant. In each case the Cloud Products and the relevant instance of the Marketplace will be clearly labelled as being PCI DSS compliant. If you have any queries as to whether a particular STC Cloud Product or particular instance of the Marketplace is PCI DSS compliant please contact us at azer.stcs.com.sa.
- Where you subscribe to STC Cloud Products which are marketed on the Marketplace as being compliant with the PCI DSS, or where you subscribe to a PCI DSS compliant instance of the Marketplace, we will be responsible for the security of all cardholder data that we process for you or that we otherwise store, possess or transmit on your behalf during the course of using the applicable STC Cloud Products or instance of the Marketplace, as the case may be, or to the extent that use of the STC Cloud Products or the PCI DSS compliant instance of the Marketplace, could impact the security of your cardholder data environment. However, in no circumstances shall we be responsible for any loss, damage or unauthorised access to cardholder data which is not held in STC Cloud Products or which occurs on any systems or applications which are not offered by STC Cloud. A copy of the PCI DSS Responsibility Matrix which provides guidance on where responsibility for specific events and activities falls can be provided on request.
STC Cloud Group
- Any member of the STC Cloud Group may enforce the terms of our Agreement. Except as provided in this Clause 22, or expressly agreed otherwise in writing no term of our Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to our Agreement.
- You agree that all benefits, warranties, indemnities, licences and any other rights granted or provided to STC Cloud under our Agreement are also granted or provided to all other members of the STC Cloud Group and that you owe the same duties and obligations to the other members of the STC Cloud Group as you owe to STC Cloud irrespective of the fact that such member of the STC Cloud Group is not a party to our Agreement.
- Notwithstanding this Clause 22, we may by agreement rescind or vary our Agreement or any term of our Agreement without the consent of any person who has the right to enforce our Agreement or the term in question, notwithstanding that such rescission or variation may extinguish or alter that person's entitlement under that right.
- STC Cloud’s failure to enforce the strict performance of any provision of our Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provisions of our Agreement.
- STC Cloud reserves the right to appoint outsourced service providers to perform certain of its operations carried out in connection with the Marketplace, for example the invoicing process.
- Neither we nor you shall be liable to the other for any delay or non-performance of its obligations under our Agreement arising from any Force Majeure Event.
- If any of the provisions of our Agreement are found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such provision shall be struck from our Agreement and such invalidity or unenforceability will not affect the other provisions of our Agreement which shall remain in full force and effect and the parties agree to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. Notwithstanding the above, if the invalid or unenforceable provision would be valid or enforceable if some part of it were deleted or modified, it shall apply with such modifications as may be necessary to make it valid and enforceable.
- Our Agreement which includes the End Customer Agreement, constitutes the entire agreement and understanding between you and STC Cloud in respect of the matters dealt with in them. We and you acknowledge and agree that in entering into our Agreement, and the documents referred to in it, neither we nor you rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to our Agreement or not) other than as expressly set out in our Agreement as a warranty. The only remedy available to us and you for breach of the warranties shall be for breach of contract under the terms of our Agreement.
- The Marketplace is offered by STC Cloud from and entered into by you in the Kingdom of Saudi Arabia. Our Agreement and any non-contractual obligations arising out of or in connection with our Agreement and your use of the Marketplace, shall be governed by and interpreted in accordance with the laws of the Kingdom of Saudi Arabia. You submit to the exclusive jurisdiction of the Courts of the Kingdom of Saudi Arabia over any claim or matter arising under or in connection with this Agreement.
- Nothing in our Agreement prevents or prohibits either party from seeking urgent interim relief in any court of competent jurisdiction, including pre-arbitral attachments, temporary restraining orders, temporary injunctions, permanent injunctions and/or orders of specific performance, as may appear reasonably necessary to preserve the rights of either party.
- If you have any questions, concerns or complaints in relation to the Marketplace or our Agreement please contact us at azer.stcs.com.sa.
Definitions and Interpretation
• Access Details means the unique user name and password provided by STC Cloud or a Cloud Service Provider to you for the purposes of allowing a specific number of category of Authorised User to access a Cloud Product.
• Affiliate in relation to an entity, means and includes any partnership, corporation or other legal entity, directly or indirectly Controlling, Controlled by or in common Control with that entity.
• Applicable Laws means all applicable laws, statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judgments, orders, decisions, rulings or awards of any government or any government agency or department of competent jurisdiction, including those of the Kingdom of Saudi Arabia.
• Authorised Users means those individuals (whether employees, contractors or end users) who are designated by you from time to time as being permitted to access and use a particular Cloud Product on behalf of you.
• Cloud Delivery Partner means any third party telecoms provider selected by you to process payments for Cloud Products you purchase via the Marketplace.
• Confidentiality Agreement means any confidentiality agreement entered into between STC Cloud and you in connection with the Marketplace, as the same may be amended from time to time in accordance with its terms.
• Content means any business or personal data, whether in the form of software, text, audio, video or image files, workloads or in any other form provided or generated by you or on your behalf that is stored on the Marketplace or in a Cloud Product.
• Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management, business or policies of another, whether through the ownership of shares, by contract or otherwise, or the power to elect or appoint at least fifty percent (50%) of the directors, managers, partners or other individuals exercising similar authority, and Controlling and Controlled shall be construed accordingly.
• End Customer Agreement means any special commercial terms to be applied in respect of your use of the Marketplace or in connection with your subscriptions to Cloud Products, as the case may be, from time to time agreed in accordance with Clause 4.
• Force Majeure Event means any event which prevents the performance by a party of all or a material part of its obligations under our Agreement and which the party so affected is unable to overcome by the exercise of reasonable diligence, and shall include acts of God, storm, fire or flood, acts of government or a public agency or authority of competent jurisdiction, riot, insurrection, war, threat of or preparation for war (whether or not declared), invasion, hostilities, civil war, rebellion, revolution, insurrection, interruption or failure of electricity or telephone service, terrorist or military action or any threat of the foregoing, strike, labour dispute or supply chain failure or pandemic or other widespread outbreaks of infectious disease.
• Intellectual Property Rights means any patent, copyright, database right, design right, trade mark, trade name, know-how, right of confidence and any other intellectual property right of any nature whatsoever, in each case whether registered or unregistered, and including all applications (or rights to apply) for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which subsist in any part of the world.
• Losses means losses, damages, payments, costs (including reasonable legal costs and expenses), expenses, awards, charges, fines and/or other liability (as the case may be).
• PCI DSS means the Payment Card Industry Council's Payment Card Industry Data Security Standard, version 3.2 as the same may be amended or replaced from time to time.
• SLA means a service level agreement incorporated in the terms and conditions for an STC Cloud Product.
• Taxes means any taxes, duties or similar charges (including sales tax or withholding tax) assessable in any jurisdiction whatsoever.
• The singular includes the plural (and vice versa) and use of any gender includes the other genders;
• Persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having a separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence);
• Time shall be construed by reference to the Gregorian calendar;
• "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
The Marketplace enables you to purchase, subscribe to and use products and online services provided by STC Cloud and third parties who have different approaches to privacy. Those products and online services may be governed by their own respective privacy policies.
- How we collect your personal information
We collect two types of information about you and your Users: (1) personally-identifiable information provided by you directly to us or to Cloud Service Providers as well as information we learn about you from your use of our services and the Marketplace; and (2) information we collect by virtue of web analytics that allows us to understand and optimise the operation of the Marketplace and our services, which cannot be used to identify you (please see the “Cookies” section below).
We collect personally-identifiable information about you only when you specifically give it to us. We may also collect information relating to the transactions you carry out, including details of any payment cards you use (in truncated form). We do not generally disclose this information to third parties except in the circumstances set out in Clause 1.6 below.
Content which you upload to Cloud Products in the course of their use will be held on our servers or those of our delivery partners. However, we will not access or actively process the content you host on the Marketplace or in the Cloud Products you subscribe to via the Marketplace.
- Sharing your personal information with Cloud Service Providers
- Marketing communications
We may send marketing information to you in relation to promotions that we run from time to time or service offerings we consider may be of interest to you. You can ask us not to process your personal information for marketing purposes by checking certain boxes on the forms used to collect your information or by contacting us at azer.stcs.com.sa.
Cloud Service Providers will not be permitted to market to you directly in connection with other services they offer. In the event that you receive any such marketing communication that you have not specifically requested you should let us know immediately using the email address immediately above.
- Protecting your personal information
The transmission of information via the Internet is not completely secure. We will do our best to protect your personal information while it is in our possession, however, we cannot guarantee the security of your data transmitted online or over the Marketplace.
We recognise industry standards and employ security safeguards to protect personally identifiable information from unauthorised access and misuse. All information you provide to us is stored on secure servers. However, it remains your responsibility to ensure that the information you upload and process through the Marketplace or in any Cloud Products satisfies all legal requirements to which you are subject under the Applicable Laws, including those related to information security, data protection and the associated safeguards.
You should select those Cloud Products which offer the level of security which best matches your specific needs, duties, obligations and security requirements.
Cookies are features in a browser which assign a unique identification to your computer. On the Marketplace we use session cookies which are only stored on your computer's memory during your browsing session. Once the browser is closed the cookies are automatically deleted from your computer. These cookies are never written on the hard drive of your computer and do not collect any information from your computer.
You may choose not to accept cookies. However, if you have modified your browser settings not to accept cookies, you will need to re-set your browser to accept the cookies that are sent to it. Otherwise, you may not be able to access and participate in certain areas of the Marketplace. If you want to stop cookies being stored on your computer in future, please refer to your internet browser's instructions by clicking 'Help' in its menu. Please note that by deleting our cookies or disabling future cookies you may not be able to access certain areas of the Marketplace.
- Disclosure of your information
We may disclose your personal information to other members of the STC Cloud group of companies. We may also disclose your personal information to third parties in the following circumstances:
- in order to provide services and Cloud Products subscribed to by you;
- to any of our delivery partners, as selected by you;
- where those third parties assist us in supplying our services to you or perform certain functions on our behalf, including IT support services or professional services;
- in the event of a sale, merger, liquidation, receivership or transfer of assets of STC Cloud or one of our group companies, to the prospective buyer of the business and their professional advisers; and
- if required to do so by law, a court order or by a regulatory authority of competent jurisdiction or if we believe that such disclosure is necessary, to protect, defend or enforce our rights. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
Please note that in order to cooperate with governmental requests, summons or court orders, or to protect other Users or our systems, we reserve the right to disclose any information we consider necessary or appropriate, including your user profile information (ie name, email address, etc.), IP address and traffic information, usage history, and content submitted to the Marketplace.
- Your rights
You have the right by law to access, verify, correct and delete information which identifies you or an individual cloud user within your business. Any right to delete the information we hold shall be without prejudice to our right to retain information for the purpose of billing or in order to meet our obligations under the Applicable Laws.
- How we collect your personal information