These Free Trial Terms together with any other terms referred to therein (Agreement) constitute the agreement between the legal entity accessing the CloudM Modules as part of a free trial (Trial User or You) and CloudM Software Limited, a company incorporated in England & Wales with company number 13337343, whose registered office is at 17 Marble Street, Manchester M2 3AW, United Kingdom (CloudM, we or us). 

You represent and warrant that the person accepting these Free Trial Terms is authorised to enter into the same on behalf of the Trial User, and to bind the Trial User to its terms. 

1 . Definitions

Archive: CloudM’s software-as-a-service module allowing Google Workspace and Microsoft Office 365 customers to archive leavers’ data to their own cloud storage environment;

Authorised User: a person contractually connected to the Trial User in the form of an employee, contractor, agent or consultant who is authorised by the Trial User to install, configure, or otherwise make use of the CloudM Modules;

Automate: CloudM’s software-as-a-service module assisting customers with their personnel on-boarding and off-boarding management;

Backup: CloudM’s software-as-a-service module assisting customers with their workplace productivity data backup and recovery requirements;

CloudM Modules: CloudM’s proprietary modules including Migrate (Hosted), Migrate (Self-Hosted), Automate, Archive and Email Signature, together with any other modules developed by CloudM from time to time; 

Domain: the Microsoft 365 (for CloudM Migrate only) or Google Workspace domain(s) in relation to which the Trial User intends to migrate or manage data using the CloudM Modules;

Domain User: means a person contractually connected to the Trial User in the form of an employee, contractor, agent or consultant who has an account set up on the Trial User’s Domain including an email inbox, drive and/or calendar;

Data Processing Addendum (DPA): the data processing addendum set out at https://www.cloudm.io/legal/dpa, or such other data processing agreement as agreed between the parties;

Email Signature: CloudM’s software-as-a-service module assisting customers  with their email signature management;

Free Trial Period: means (a) in respect of Migrate (Hosted), the expiry of the Migrate licences on the earliest of (i) completion of a one-off migration (comprising of one bulk migration and one delta migration) per licence, or (ii) 30 days from the date of issue of the relevant licence key(s); and (b) in respect of Automate, Backup, Archive and Email Signature, 30 days commencing on the date of the issue of the relevant licence keys. 

Migrate (Hosted): CloudM’s hosted software-as-a-service module for data and user migration;

Migrate (Self-Hosted): CloudM’s self-hosted software for data and user migration;

Shared Drive: means a folder hosted on the Domain which is owned by a team or group of individuals, rather than a single individual, labelled “Shared Drive” in Google Workspace domains or “Sharepoint Drive” in Microsoft365 domains;

Trial User Data: the data inputted by the Trial User, Authorised Users, or CloudM on the Trial User’s behalf for the purpose of using the CloudM Modules or facilitating the Trial User’s use of the CloudM Modules.

2. What you will receive as part of the free trial

2.1 As part of a free trial of the CloudM Modules, you will receive, at your option, and for the Free Trial Period:

• licences to CloudM Migrate allowing you to migrate the data of 5 Domain Users or 2 Shared Drives, or a combination of the same, representing a maximum total volume of 1GB ;
• licences to Automate for a maximum of 5  Domain Users;
• licences to Archive allowing you to archive a maximum of (i) 5 Domain Users’ data or (ii) 20,000 email items and 1GB of data, whichever is the greater; 
• licences to Backup allowing you to backup a maximum of (i) 5 Domain Users’ data or 2 Shared Drives, or a combination of the same  or (ii) 20,000 email items and 1GB of data, whichever is the greater; and/or
• licences to Email Signature for up to 5 Domain Users.

3. Restrictions on use

3.1 The free trial of CloudM Modules is provided to you for evaluation purposes and internal use only, and you agree not to use the CloudM Modules for any other purpose.

3.2 Without affecting your other obligations under these Free Trial Terms, you will:

a. comply with all applicable laws and regulations with respect to your activities under these Free Trial Terms;

b. ensure that the Authorised Users use the CloudM Modules in accordance with these Free Trial Terms, and you will be responsible for any Authorised User’s breach of these Free Trial Terms as if it was your own breach;

c. obtain and maintain all necessary licences, consents, and permissions necessary for CloudM, its contractors and agents to perform their obligations under these Free Trial Terms;

d. ensure that your network and systems comply with the relevant requirements, as available at https://support.cloudm.io/hc/en-us; and

e. be, to the extent permitted by law and except as otherwise expressly provided in these Free Trial Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the your network connections or telecommunications links or caused by the internet.

3.3 You will not access, store, distribute or transmit any viruses, or any material during the course of your use of the CloudM Modules that:

a. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

b. facilitates illegal activity;

c. depicts sexually explicit images;

d. promotes unlawful violence;

e. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

f. is otherwise illegal or causes damage or injury to any person or property.

3.4 You will not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between us, and except to the extent expressly permitted under these Free Trial Terms:

a. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the CloudM Modules and related documentation, in any form or media or by any means; 

b. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the CloudM Modules; 

c. access all or any part of the CloudM Modules and related documentation in order to build a product or service which competes with the CloudM Modules; 

d. use the CloudM Modules to provide services to third parties; 

e. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the CloudM Modules available to any third party except the Authorised Users; 

f. attempt to obtain, or assist third parties in obtaining, access to the CloudM Modules, other than as provided under this clause 3; or

g. introduce or permit the introduction of any virus or vulnerability into our network and information systems. 

3.5 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the CloudM Modules and, in the event of any such unauthorised access or use, promptly notify us.

4. Ending the free trial

4.1 Either party may end the free trial and this Agreement immediately on notice to the other party at any time, for any reason.

4.2 Unless terminated earlier under the provisions of clause 4.1, the free trial and this Agreement will terminate automatically at the end of the Free Trial Period. 

5. Intellectual Property Rights

5.1 You own all right, title and interest in and to all of the Trial User Data that is not personal data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Trial User Data.

5.2 You acknowledge and agree that all intellectual property rights in the CloudM Modules anywhere in the world belong to us (or our licensors), that rights in the CloudM Modules are licensed (not sold) to you, and that you have no rights in, or to, the CloudM Modules other than the right to use them in accordance with these Free Trial Terms.

5.3 You acknowledge and agree that you have no right to have access to the CloudM Modules in source code form.

6. Indemnity

6.1 You  shall indemnify, defend and hold harmless CloudM, its affiliates and their respective employees and agents from and against any loss, cost, damage or expense (including reasonable attorneys’ fees and costs) in respect of any claim that relates to (a) your data or any other content or materials input to, stored in or processed by any CloudM system in connection with your use of the CloudM Modules hereunder or (b) any breach by you of these Free Trial Terms.

7. Confidentiality

7.1 As part of the free trial, each party may have access to confidential information of the other party. A party’s confidential information shall not include information that:

a. is or becomes publicly known through no act or omission of the receiving party; 

b. was in the other party’s lawful possession prior to the disclosure; 

c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

d. is independently developed by the receiving party, which independent development can be shown by written evidence.

7.2 Subject to clause 7.4, each party shall hold the other’s confidential information in confidence and, unless required by law, not make the other’s confidential information available to any third party or use the other’s confidential information for any purpose other than the implementation of this Agreement.

7.3 Each party agrees to take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of these Free Trial Terms. 

7.4 A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 7.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

7.5 This clause 7 shall survive termination of the free trial, however arising, indefinitely (or such other time period as permitted by applicable law).

8. Protection and processing of personal data

8.1 The terms of the DPA are incorporated into, and shall apply to the processing of personal data under, this Agreement. 

9. Limitation of liability

9.1 In no event shall CloudM be liable to you or any third party, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise in connection with the Free Trial and/or this Agreement for (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of use; (vii) loss or corruption of data; or (viii) any other losses, costs, damages or expenses, whether direct or indirect, and even if CloudM has been advised of the possibility of such damages, save for those that cannot be excluded by law.

9.2 This Agreement set out the full extent of our obligations and liabilities in respect of the free trial of the CloudM Modules. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the CloudM Modules which might otherwise be implied into, or incorporated in, this Agreement, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

10. Communications between us

10.1 If we have to contact you, we will do so by email at the address provided when signing up for the free trial or by posting a notice on our website, at www.cloudm.io/legal/legal-notices/ and you are responsible for regularly monitoring such webpages to ensure you receive any notice so given. 

10.2 Notices addressed to CloudM should be sent by email to legal@cloudm.io. 

10.3 Any notice will be deemed received and properly served  24 hours after it is first posted on our website; or 24 hours after an email is sent.

11. General

11.1 Assignment and other dealings – Neither party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the other party’s prior written consent.

11.2 Subcontracting – notwithstanding the provisions of clause 11.1 above, CloudM may subcontract all or any part of its obligations under this Agreement to one of its wholly owned subsidiaries, CloudM Inc. or CloudM Bulgaria EOOD, without your prior written consent. 

11.3 Entire agreement – this Agreement  constitutes the entire agreement between the parties. Each party acknowledges that in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

11.4 Variation – We reserve the right to amend these Free Trial Terms at any time. Any amendment will be effective on the posting of an updated version at https://www.cloudm.io/legal/free-trial-terms/. Your continued use of the CloudM Modules following the deemed receipt and service of the notice under clause 10 will constitute your acceptance of these Free Trial Terms as varied. If you do not wish to accept the Free Trial Terms (as varied) you must immediately stop using and accessing the CloudM Modules on the deemed receipt of the notice.

11.5 Waiver – A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

11.6 Severance – If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 11.7, the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.7 Third party rights – Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

11.8 Governing law & Jurisdiction – 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 will be governed by and construed in accordance with the law of England & Wales, and the parties irrevocably agree that the courts of England & Wales have 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.