Terms of Service | Cloneto
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Terms of Service

The terms for using Cloneto.

Draft — for legal review, not yet in effect. Items in dashed boxes are placeholders.

Last updated

Agreement

These Terms govern Cloneto: the data movement engine, its control plane and license service, its documentation and support (the “Service”). The Service is provided by Yin Yang Inc., the company behind ClonePartner (“we”, “us”). [Confirm: Yin Yang Inc. is the entity that offers Cloneto]

“Customer” or “you” means the organization that signs an order form for the Service (an “Order Form”) or uses the Service. By doing either, you accept these Terms, the Data Processing Agreement and our Privacy Policy, and confirm you can bind your organization.

Where Cloneto runs

Each Order Form states where Cloneto runs:

  • Client Azure: in your or your client's Azure subscription.
  • On-premises: on your servers, as a single self-contained binary.
  • Hosted in-region: we host it for you in the region named in the Order Form.

For Client Azure and on-premises, you provision, secure and operate the environment, including network, access, secrets and backups. For hosted in-region, we operate the infrastructure.

License

During the subscription term, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use Cloneto for your internal business and, if you are a partner, to run migrations and syncs for your clients, within the limits in your Order Form.

Your employees and contractors may use it on your behalf, and so may your clients' staff where your Order Form allows. You are responsible for their use.

License check

Cloneto makes one outbound call: a license check to our license service. It carries no client records. [Confirm: no other outbound calls, including AI features] Do not block, alter or work around it. [What happens when a license check fails]

Your responsibilities

  • Keep credentials safe. Each user signs in with their own account.
  • Have the rights, consents and authority to move the data you run through Cloneto, including your client's authority when you run jobs for them.
  • Review mappings and test runs before running a job against production data.
  • Comply with the laws that apply to your data and your environment.

Acceptable use

You must not:

  • resell, sublicense or offer the Service to third parties, except to run jobs for your clients as your Order Form allows;
  • reverse-engineer, decompile or disassemble the Service, except where the law allows it;
  • use the Service in breach of the law or anyone's rights;
  • introduce malware or other harmful code;
  • probe, disrupt or overload our license service or other systems; or
  • bypass the license check or the usage limits in your Order Form.

AI features

Cloneto uses AI to draft field mappings and explain failures. Its output is a suggestion. Review it before you run it. [Confirm where Cloneto's AI features run, and any model provider]

Engineering help from ClonePartner

If a job needs hands-on engineering, ClonePartner engineers can take it under a separate statement of work. That statement of work governs the work.

Fees and payment

  • Fees, billing frequency and payment terms are set in your Order Form. Unless it says otherwise, fees are billed in advance.
  • Overdue amounts accrue 1.5% interest per month (or the maximum rate permitted by law). We may suspend the Service after notice if payment stays overdue.
  • Fees exclude taxes, which you pay.
  • Fees are non-refundable, except as these Terms state.

Term and termination

  • The subscription term is set in your Order Form. It renews for the same length unless either party gives written notice at least 30 days before it ends.
  • Either party may terminate for a material breach the other does not cure within 30 days of written notice. If you terminate for our breach, we refund prepaid fees for the rest of the term.
  • We may suspend the Service for non-payment or material breach after notice and a 15-day cure period, where the breach can be cured.
  • Either party may terminate if the other becomes insolvent.
  • When the Order Form ends, stop using Cloneto and delete your copies. Your data stays yours. For hosted in-region, we return or delete it as the Data Processing Agreement sets out.

Ownership

We own Cloneto, its documentation and all improvements to them. You own your data. [Confirm ownership of Job Templates and pipeline definitions customers write]

If you send us feedback, we may use it without obligation to you.

Confidentiality

Each party protects the other's confidential information with at least the care it uses for its own, and uses it only under these Terms. Your data is your confidential information.

Data protection

The Data Processing Agreement forms part of these Terms and governs any personal data we process for you. Our subprocessors are listed on the Subprocessors page.

Third-party systems

Cloneto connects to systems you choose, such as Dynamics 365, databases and file storage. Their providers' terms govern your use of them, and we are not responsible for them.

Warranty

We warrant that Cloneto will perform materially as its documentation describes during the subscription term. If it does not, we will fix it. If we cannot within a reasonable time, you may terminate the affected Order Form and we will refund prepaid fees for the rest of the term. That is your only remedy for breach of this warranty.

Otherwise, the Service is provided “as is”, without other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that it will be uninterrupted or error-free.

Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect, special, incidental or consequential damages, including lost profits or revenue. Our total liability for any claim is limited to the fees you paid in the 12 months before the event giving rise to it.

Indemnity

You will defend and indemnify us against third-party claims arising from your breach of the acceptable use section, or from your data or your use of the Service in breach of the law.

We will defend you against third-party claims that Cloneto, as we provide it and used under these Terms, infringes their intellectual property, and pay damages finally awarded or agreed in settlement. This does not apply to claims arising from combining Cloneto with things we did not provide, changes we did not make, use against the documentation, or your data. We may get you the right to keep using Cloneto, change it so it does not infringe, or end the affected Order Form and refund prepaid fees for the rest of the term. This is your only remedy for infringement claims, subject to the liability limit.

General

  • Assignment. You may not assign these Terms without our written consent. We may assign them.
  • Changes. We give 30 days' written notice of material changes. Minor changes take effect when posted.
  • Notices. To us: Yin Yang Inc., 9450 SW Gemini Dr, PMB 69868, Beaverton, Oregon 97008-7105, USA, and legal@clonepartner.com. To you: the email address on your account.
  • Export, sanctions and anti-corruption. Each party complies with export-control, sanctions and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
  • Governing law. Delaware law governs. Disputes are resolved by binding arbitration in Wilmington, Delaware, under the AAA Commercial Rules.
  • Order of precedence. A separate signed agreement for Cloneto prevails over these Terms. Otherwise: the Order Form, then the Data Processing Agreement, then these Terms.
  • Entire agreement. These Terms, your Order Forms and the documents they reference are the whole agreement.
  • Other terms. The parties are independent contractors. If a provision is unenforceable, the rest stays in effect. Neither party is liable for delays caused by events beyond its reasonable control.