Terms of Service

Introduction

The Cloudback Terms of Service are between MYRTLELABS S.A.S. (former MYRTLE GROUP S.A.) (“we” or “Cloudback”) and the customer who orders the Cloudback services (“you” or “Customer”). By using the cloudback.it website or any services described on the cloudback.it website (collectively, “Service”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

Violation of any of the terms below will result in the termination of your Account. Cloudback prohibits certain conduct on the Service as described below. You understand and agree that Cloudback cannot be responsible for conduct or activity on the Service or for “Content” transmitted, posted, or stored using the Service. You agree to use the Service at your own risk. For the purposes of this agreement “Content” means information, data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images to which you may have access as part of, or through your use of, the Service.

Account Terms

• You must be a human. Accounts registered by “bots” or other automated methods are not permitted.

• You must be 16 years or older to use this Service.

• You must use a valid GitHub account in order to complete the signup process.

• Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you need.

• You are responsible for maintaining the security of your GitHub account and password. Cloudback cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

• You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).

• You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

General Conditions

Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis. By using Cloudback, your company accepts public disclosure of its integration with Cloudback via Cloudback’s marketing activities. If you want to opt out, please contact our marketing team at [e-mail]. You understand that Cloudback uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Cloudback, or any other Cloudback service. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Cloudback. You may not access the Service for the purpose of bringing an intellectual property infringement claim against Cloudback or for the purpose of creating a product or service competitive with the Cloudback Service. We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, destructive, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Cloudback customer, employee, member, or officer will result in immediate account termination.

Cloudback does not warrant that:

• the service will meet your specific requirements,

• the service will be uninterrupted, timely, or error-free,

• the results that may be obtained from the use of the service will be accurate or reliable,

• the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations,

• any errors in the Service will be corrected.

You expressly understand and agree that Cloudback shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses (even if Cloudback has been advised of the possibility of such damages). If Cloudback, its affiliates, or any of the employees, agents, or suppliers of Cloudback (the “Cloudback Indemnitees”) are faced with a legal claim by a third party arising out of your actual or alleged gross negligence, willful misconduct, violation of law, failure to meet your obligations under the Terms of Service, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine, or other amount that is imposed on the Cloudback Indemnitees as a result of the claim. Your obligations under this Section include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to meet your security obligations in the Terms of Service, even if the acts or omissions of such persons were not authorized by you.

Cloudback will choose legal counsel to defend the claim, provide that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. Cloudback may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as Cloudback incurs them. Neither of us will be in violation of these Terms of Service if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.

You may not assign these Terms of Service without Cloudback’s prior written consent. Cloudback may assign the Terms of Service in whole or in part to an affiliate with sufficient financial standing in order to meet its obligations under the Terms of Service or as part of a corporate reorganization or a sale of its business, and we may transfer your information as part of any such transaction.

Cloudback reserves the right to update and change the Terms of Service from time to time. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the amended Terms of Service as follows: Amended Terms of Service will become effective the earlier of either your acceptance of the amended Terms of Service, your continued use of the Services after written notice of the amended Terms of Service, or thirty days after the date Cloudback posts such amended Terms of Service on the Cloudback website. In addition, if over time you sign multiple orders for a single account, then the Terms of Service incorporated in the latest order posted on the effective date of the latest order will govern the entire account. The failure of Cloudback to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Cloudback and govern your use of the Service, superseding any prior agreements between you and Cloudback (including, but not limited to, any prior versions of the Terms of Service).

Payment, Refunds, Upgrading and Downgrading Terms

Cloudback is not responsible for any errors, delays, or issues arising from third-party payment processors or financial institutions. Users are responsible for ensuring that their payment information is accurate and up-to-date.

All payments are processed in USD. Users may be subject to currency conversion fees or other charges imposed by their financial institution. Please check with your bank or credit card provider for details.

Payment Methods

• GitHub Marketplace. When purchasing Cloudback via GitHub Marketplace, payments are processed by GitHub. By using the Service you agree with GitHub Marketplace Terms of Service.

• Credit Card Payments. Credit card payments are processed through Paddle.com, a third-party payment processor. By using credit card payment, you agree to Paddle.com’s Master Services Agreement.

• Bank Account Payments. Cloudback accepts payments via direct bank transfer. To arrange payment via bank transfer, users must request the necessary banking details by contacting our support team at [e-mail]. Invoices will be issued for all payments made via bank transfer. Please note that bank transfers may require several business days to process, depending on the financial institutions involved. Any fees or charges imposed by your bank, including those related to currency conversion, are the responsibility of the user. Cloudback is not liable for any delays, errors, or additional costs that may result from the use of this payment method.

Refunds

All payments for Cloudback services are billed in advance, either on a monthly or yearly basis, and are non-refundable. This policy applies to all circumstances, including but not limited to partial months of service, downgrades, or unused services within a billing period. Once a payment is made, no refunds or credits will be provided for any unused time or services during the paid billing period.

Upon downgrading your service, the current service level will remain active until the end of the billing period, but no refunds or prorated credits will be issued for the downgrade.

In the event that Cloudback is unable to provide the service due to a fault on our part, or where required by applicable law, exceptions to this refund policy may be considered. Any such exceptions will be evaluated on a case-by-case basis and are at the sole discretion of Cloudback.

This refund policy is designed to maintain service consistency and predictability. Please ensure that you are fully committed to the chosen service level before completing your purchase.

Upgrading

• GitHub Marketplace Subscriptions: If you are using GitHub Marketplace to manage your Cloudback subscription, all service upgrades must be processed directly through the GitHub platform. Once your upgrade is confirmed, the enhanced plan features will be activated immediately.

• Invoiced Subscriptions: For invoiced subscriptions, upgrades can be requested by contacting our support team at [e-mail]. Upon confirmation of payment, your upgraded plan will take effect immediately, and the new features will be available for use. The billing cycle will be updated to reflect the change, and any remaining balance from your previous plan will be credited toward the new plan.

Downgrading

Downgrading your Service may cause the loss of features or capacity of your Account. Cloudback does not accept any liability for such loss.

• GitHub Marketplace Subscriptions: If you are using GitHub Marketplace to manage your Cloudback subscription, all service downgrades must be processed directly through the GitHub platform. Once your downgrade is confirmed, the reduced plan features will take effect at the start of the next billing cycle.

• Invoiced Subscriptions: For invoiced subscriptions, downgrades can be requested by contacting our support team at [e-mail]. All downgrade requests will be implemented at the start of the next billing cycle, allowing you to maintain your current plan's features until the end of the paid period.

Plan Cancellation

You are solely responsible for properly canceling your plan. When you cancel your "Cloudback Backup" GitHub Application installation, your subscription remains active until the end of your current billing cycle. The cancellation takes effect on your next billing date. When you cancel a free trial on a paid plan, your subscription is immediately canceled and you will lose access to the app. If you don't cancel your free trial within the trial period, the payment method on file for your account will be charged for the plan you chose at the end of the trial period.

• GitHub Subscriptions: You can cancel your plan at any time on the GitHub website. For more details, visit Canceling a GitHub Marketplace app page in the Managing Billing for GitHub Marketplace app guide.

• Invoiced Subscriptions: For invoiced subscriptions, cancellation requests must be submitted in writing to our support team at [e-mail]. Once your cancellation request is confirmed, your subscription will remain active until the end of your current billing cycle. The cancellation will take effect at the start of the next billing cycle. Please note that you are responsible for any outstanding payments up to the effective cancellation date, and no refunds will be provided for unused portions of your billing period.

Cloudback Account Termination

You are solely responsible for properly terminating your account. An email or phone request to terminate your account is not considered termination. You can terminate your account by clicking on the Settings link in the user menu at the top right corner of the screen, and going into the Settings page. Under Account Settings, there is a ‘Delete my account’ button. Your error details and related account information will be deleted from the Service within 30 days of termination. This information can not be recovered once it is deleted. Be aware that account termination does not cancel your GitHub Marketplace plan. Cloudback, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account. Cloudback reserves the right to refuse service to anyone for any reason at any time.

Modifications to the Service and Prices

Cloudback reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Cloudback website or the Service itself. Cloudback shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Copyright and Content Ownership

We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. Cloudback does not pre-screen Content, but Cloudback and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Cloudback.

Content Removal

Cloudback reserves the right to remove Content for the following reasons:

1. Violation of Terms of Service: If the content breaches any terms outlined in the agreement, it may be removed.

2. Illegal Content: Any content that is illegal will be subject to removal.

3. Security Threats: Content that poses a security risk, such as malware, viruses, or content designed to hack or exploit the platform or its users, will be removed to protect the system and user data.

Service Level Objectives

Backup Frequency

We commit to performing backups at least once daily by default, with the flexibility for users to configure custom backup schedules to fit their specific needs.

Backup Concurrency

We commit to supporting up to 4 concurrent in-progress backups per account.

Restore Time

We commit to initiating the restore process within 5 minutes. The total completion time depends on the archive storage provider and the upload rate to the target system. In the worst-case scenario, it may take up to 48 hours to begin the download from deep archive storage. Additionally, the restore process may take up to 7 seconds per individual metadata entry (e.g., 1,000 comments could take approximately 2 hours to restore).

Restore Concurrency

We commit to supporting up to 2 concurrent in-progress restores per account.

Data Redundancy

Cloudback-managed storages are not redundant. Replicate backups using composite customer-managed storage to enhance data redundancy.

Security and Compliance

At MYRTLELABS S.A.S., maintaining the security and integrity of our customer data is paramount. We are committed to providing services that are secure, reliable, and compliant with the highest industry standards, including SOC2 Type II compliance.

Data Protection: We employ a variety of security measures including encryption, firewalls, and access controls to protect the confidentiality and integrity of your data.

Compliance: Our services are designed to comply with SOC2 Type II requirements. We regularly undergo audits performed by independent third-party organizations to ensure that our security controls are effective and in accordance with current standards.

Communication: We are committed to keeping our customers informed about any changes to our security policies and practices. Any amendments related to security will be communicated through updates to this Terms of Service (TOS) document.

Transparency: Detailed information about our security practices and the specific controls we have in place is available upon request. Customers can contact our support team for more information about our compliance certifications and security measures.

Cloudback is working towards SOC2 compliance to provide independent verification of its security practices. By using our services, you acknowledge and agree that it is your responsibility to ensure that your use of our services complies with all applicable laws and regulations, and that the integrity, security, and confidentiality of your data transmitted through our services are appropriately maintained.

Support

We commit to providing an initial response to all support requests within 24 hours.

Maintenance

You acknowledge that Cloudback may be unavailable due to maintenance performed by Cloudback. Cloudback will use reasonable efforts to schedule maintenance during non-peak usage hours. Cloudback’s scheduled maintenance (as well as any unscheduled, emergency maintenance, to the extent Cloudback is able to provide any advance notice) will be notified to you at Cloudback Status or by email. We will endeavor to limit actual maintenance outages to the minimum necessary to provide a consistent and reliable service to you.

Service Availability

We commit to an annual uptime percentage of 99.5% for our service. This means that our system will be operational and accessible to users for at least 99.5% of the total time in a given year.

Changes To This Document

This Document is effective as of September, 10, 2024 and will remain in effect except with respect to any changes in its provisions in the future. We reserve the right to update or change this Document at any time.

Contact Us

If you have any questions or suggestions about the Terms of Service, do not hesitate to contact us at [e-mail].