Terms of Service

These Terms of Service (“Terms”) govern your access to and use of ClonePartner—a hybrid offering that combines (a) professional services—including data migration, custom integration, automated backup & recovery, continuous data synchronisation, and implementation consulting (“Professional Services”), (b) a cloud software‑as‑a‑service platform (the “SaaS Platform”), and (c) where agreed in an Order Form or SOW, self‑hosted deployment of the Company’s migration software within your own infrastructure (the “Self‑Hosted Software”)—available at clonepartner.com (including all sub‑domains, collectively the “Services”). The Services are provided by Yin Yang Inc. (“Company,” “we,” “us,” or “our”). “Customer,” “you,” or “your” refers to the individual or legal entity that accepts these Terms.

By accessing or using any part of the Services, you confirm that you:

1. accept these Terms and our Privacy Policy;
2. are at least 18 years old and legally competent; and
3. have authority to bind any organisation on whose behalf you use the Services.

If you do not agree, please refrain from using the Services.

1. Scope of Rights

1.1 Professional Services Deliverables

Subject to timely payment and, where issued, any Order Form or Statement of Work (“SOW”) or other written confirmation (e.g., email or invoice referencing these Terms), we will perform Professional Services—such as end‑to‑end data migrations, custom integrations, automated backup & recovery, continuous data synchronisation, or implementation support. Unless a written confirmation (e.g., Order Form, SOW, email, or invoice) expressly states otherwise:

• Work‑Product ownership. All intellectual‑property rights in scripts, connectors, mapping templates, migration run‑books, or other materials we create while delivering Professional Services remain with the Company.
• Work‑Product licence. We grant you a non‑exclusive, worldwide licence to use that Work Product solely in conjunction with the SaaS Platform and for your internal business operations.

1.2 SaaS Platform Licence

For the duration of the Subscription Term, and subject to timely payment, we grant you a limited, non‑exclusive, non‑transferable, revocable right to access and use the SaaS Platform (including its APIs) solely for your internal business purposes, in line with your subscription plan as described on our Website or an executed Order Form.

1.3 Self‑Hosted Software Licence

Where an Order Form, SOW, or other written confirmation provides for a self‑hosted (on‑premises) deployment, we grant you a limited, non‑exclusive, non‑transferable, non‑sublicensable licence to install and run the Self‑Hosted Software within infrastructure you own or control, solely to perform the engagement described in that written confirmation and solely for its term. Upon completion or termination of the engagement, you must cease using the Self‑Hosted Software and, at our request, delete or return all copies (excluding your Customer Data, which remains yours).

Telemetry. The Self‑Hosted Software transmits limited licensing, usage, and diagnostic information to the Company (“Telemetry Data”). Telemetry Data does not include the contents of Customer Data records; all other data processed by the Self‑Hosted Software remains within your environment.

2. Customer Responsibilities

2.1 Accounts & Users

Access is limited to the number of authorised Users specified in an Order Form or other written confirmation. Each User must use separate credentials and must not share them.

2.2 Acceptable Use

You must not:

• sublicense, sell, rent, lease, time‑share, or otherwise make the Services available to third parties;
• reverse‑engineer, decompile, disassemble, or otherwise attempt to derive source code from the SaaS Platform;
• store or transmit Sensitive Personal Information via the Services, except where required for the engagement and expressly authorised in writing under the Data Processing Agreement;
• use the Services in violation of law or third‑party rights;
• upload or transmit content that is unlawful, hateful, defamatory, obscene, or discriminatory;
• introduce viruses, malware, or other harmful code;
• scrape or crawl the Services; or
• circumvent published fair‑usage limits.

2.3 Data Warranty

You represent that you own or have lawful rights to all Customer Data submitted to the Services and that processing such data as described in these Terms does not violate any law or third‑party rights.

3. Service Delivery

3.1 Trials & Demos

We primarily offer paid evaluation periods (“Trials”) so that you can validate the Services in a production‑like setting. Trial fees, scope, and duration are detailed in the applicable Order Form or on our Website. We may occasionally waive or discount trial fees at our discretion. Either Party may end a Trial on seven (7) days’ written notice, and any prepaid Trial fees can be credited toward a subsequent subscription if you choose to continue.

3.2 Updates to the SaaS Platform

We may deploy enhancements, new features, and bug‑fix releases (collectively, “Updates”) at any time. Updates are governed by these Terms.

3.3 Maintenance Windows

Planned maintenance may temporarily interrupt the Services. We will give reasonable advance notice whenever practicable.

3.4 Professional Services Scheduling & Scope Changes

Professional Services will be performed during mutually agreed business hours. Rescheduling, scope expansion, or extension of Professional Services requires a new written confirmation (e.g., Order Form, SOW, or email/invoice) and may incur additional fees. If you request a date change with fewer than fourteen (14) days’ notice, a reasonable rescheduling fee may apply. We will work in good faith to accommodate changes.

3.5 Deployment Models

Migrations and related Professional Services are delivered under one of two models, as specified in the applicable Order Form, SOW, or other written confirmation:

• Cloud Delivery — we operate the migration on our own infrastructure. Customer Data extracted from the source system is held temporarily in an encrypted Staging Environment that we provision and control, and is then delivered to the destination system.
• Self‑Hosted Deployment — the Self‑Hosted Software runs entirely within your own infrastructure and you operate the migration. Under this model we do not access, receive, or store Customer Data records; we receive only account, configuration, support, and Telemetry Data. You are responsible for provisioning, securing, and operating the environment in which the Self‑Hosted Software runs (including access controls, network security, and backups) and for complying with laws applicable to your processing of Customer Data within that environment.

3.6 Data Residency (Cloud Delivery)

For Cloud Delivery, you may designate one of our available hosting regions (the “Designated Region”) in the applicable Order Form, SOW, or other written confirmation, and we will provision the Staging Environment for your engagement in that region. Available regions are listed on our Security page. If you do not designate a region, we will select one reasonably proximate to your source or destination systems. We will not move Customer Data held in the Staging Environment out of the Designated Region except on your documented instructions or where required by law. Our data‑protection commitments, including sub‑processors and international‑transfer safeguards, are set out in the Data Processing Agreement.

3.7 Support

We provide support for the Services by email during our normal business hours and will use commercially reasonable efforts to respond promptly. Support does not include Professional Services deliverables, which are scoped and scheduled under the applicable Order Form or SOW.

3.8 Beta Features

We may offer optional beta, preview, or early‑access features identified as such. Beta features are provided for evaluation purposes, may be changed or discontinued at any time, are provided “as is”, and are excluded from the warranty in Section 10. We may, but are not obliged to, provide support for beta features.

4. Intellectual Property

4.1 Company IP

All intellectual‑property rights in the Services (including the SaaS Platform, Documentation, and Work Product not expressly assigned) remain with the Company.

4.2 Customer Data & Feedback

You retain ownership of Customer Data. You grant us a perpetual, worldwide licence to use anonymised or aggregated data derived from Customer Data—and any feedback you provide—to operate, analyse, and improve the Services.

5. Third‑Party Services

Integrations with external applications (“Third‑Party Services”) are governed solely by the provider’s terms. We are not responsible for your use of—or data handled by—Third‑Party Services.

6. Fees & Payment

6.1 Subscription Fees

SaaS Platform fees are listed on clonepartner.com or in an Order Form.

6.2 Professional Services Fees

Professional Services fees are quoted in a written confirmation (e.g., Order Form, SOW, or email/invoice) and are due in advance unless stated otherwise.

6.3 Payment Terms

Invoices are payable as per terms set forth during the engagement.

6.4 Refunds & Amendments

Because we commit infrastructure and staffing resources immediately upon execution of an Order Form, cancellations and scope reductions are not generally eligible for refunds; however, at our discretion we may apply unused amounts as a credit toward future Services used within six (6) months.

6.5 Late Payment

Overdue amounts accrue 1.5 % interest per month (or the maximum rate permitted by law). We may suspend or terminate access after notice if payment remains outstanding.

6.6 Taxes

Fees are exclusive of all applicable taxes, which are your responsibility.

7. Term, Suspension, & Termination

• Subscription Term — as stated on the Website or in an Order Form.
• Renewal — unless the applicable Order Form states otherwise, subscriptions renew automatically for successive periods equal to the then‑current Subscription Term, unless either Party gives written notice of non‑renewal at least thirty (30) days before the end of the current term.
• Termination for Convenience by Customer — 30‑day written notice; all fees remain payable for the full term.
• Termination for Cause — either Party may terminate if the other materially breaches these Terms and fails to cure within thirty (30) days of written notice. If you terminate for our uncured material breach, we will refund any prepaid fees covering the period after the effective date of termination.
• Suspension / Termination by Company — for non‑payment or material breach, after notice and a 15‑day cure period (if curable).
• Insolvency — either Party may terminate if the other becomes insolvent or enters bankruptcy proceedings.
• Data retention — Customer Data is retained only as described in the Data Processing Agreement; for migration engagements, staging data is automatically purged no later than thirty (30) days after project close, and earlier deletion is available on request.

8. Confidentiality & Data Security

Each Party must protect the other’s Confidential Information with at least the same degree of care it uses for its own. We maintain industry‑standard technical and organisational safeguards and will notify you of any data‑security incident without undue delay.

9. Data Protection & Processing

By agreeing to these Terms of Service, you also agree to the Data Processing Agreement, which is incorporated by reference and forms part of this Agreement. The Data Processing Agreement governs ClonePartner’s processing of personal data on your behalf, as required under applicable data protection laws.

10. Limited Warranty & Disclaimer

We warrant that (a) Professional Services will be performed in a professional and workmanlike manner by qualified personnel, and (b) the SaaS Platform will perform materially in accordance with the Documentation. Your exclusive remedy for breach of this warranty is that we will re‑perform the affected Services or, if we are unable to do so within a reasonable time, refund the fees paid for the affected Services.

Except as expressly stated above, the Services are provided “as is” without any other warranties, express or implied, including merchantability, fitness for a particular purpose, or non‑infringement. We do not warrant that the Services will be uninterrupted, error‑free, or meet your requirements.

11. Limitation of Liability

To the fullest extent permitted by law, neither Party is liable for indirect, special, incidental, or consequential damages (including lost profits or revenue). Our aggregate liability for any claim is limited to the fees paid by you in the 12 months immediately preceding the event giving rise to liability.

12. Indemnification

You will indemnify, defend, and hold harmless the Company from third‑party claims arising out of (a) your breach of Section 2, or (b) Customer Data or your use of the Services in violation of law.

We will defend you against third‑party claims alleging that the SaaS Platform or Self‑Hosted Software, as provided by us and used in accordance with these Terms, infringes a third party’s intellectual‑property rights, and we will indemnify you against damages finally awarded (or agreed in settlement) for such claims. This obligation does not apply to claims arising from (a) combination of the Services with items not provided by us, (b) modifications not made by us, (c) use not in accordance with the Documentation, or (d) Customer Data. If such a claim arises, we may procure the right for you to continue using the Services, modify or replace them with a non‑infringing equivalent, or terminate the affected Services and refund prepaid fees for the unused portion. This paragraph states our entire liability and your exclusive remedy for intellectual‑property infringement claims, subject to the limits in Section 11.

13. Miscellaneous

• Assignment — You may not assign these Terms without our prior written consent. We may assign without your consent.
• Amendments — We may update these Terms with 30‑day written notice for material changes (email or in‑app notice suffices); minor changes take effect when posted. Continued use of the Services after the notice period constitutes acceptance.
• Severability & Waiver — If any provision is unenforceable, the remainder will remain in effect. A waiver is effective only if in writing and signed by the waiving Party.
• Relationship — The Parties are independent contractors; nothing creates an agency, partnership, or joint‑venture relationship.
• Survival — Clauses that by nature should survive termination (including Sections 4, 6.4, 8, 9, 10, 11, 12, and any payment obligations) will survive.
• Notices — Formal notices must be sent to: Yin Yang Inc., 9450 SW Gemini Dr PMB 69868, Beaverton OR 97008 USA and legal@clonepartner.com. We may give you notice at the email address associated with your Account; such notice is deemed received twenty‑four (24) hours after it is sent.
• Publicity — You permit us to display your name and logo as a customer reference, unless you opt out in writing.
• Export, Sanctions & Anti‑Corruption — Each Party will comply with applicable export‑control and economic‑sanctions laws. You represent that you are not located in an embargoed jurisdiction and are not on any restricted‑party list. Each Party will also comply with applicable anti‑bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
• Governing Law & Dispute Resolution — Delaware law governs. Disputes will be resolved by binding arbitration in Wilmington, Delaware under AAA Commercial Rules. Judgment on the award may be entered in any competent court.
• Order of Precedence — If you and the Company have executed a separate written agreement covering the Services (e.g., a master services agreement), that agreement controls to the extent of any conflict with these Terms. Otherwise, conflicts are resolved in this order: (1) the applicable Order Form or SOW, (2) the Data Processing Agreement, (3) these Terms.
• Entire Agreement — These Terms, any Order Forms, and incorporated policies constitute the entire agreement and supersede prior agreements.
• Force Majeure — Neither Party is liable for delay or failure due to events beyond reasonable control.

14. Definitions

Account — A unique SaaS Platform instance provisioned for you.

API — Application‑programming interfaces made available by the Company.

Confidential Information — Non‑public information disclosed by a Party and marked confidential or reasonably understood as such; includes Customer Data.

Customer Data — Data submitted to the Services by you, your Users, or End Users.

Designated Region — The hosting region selected by you for the Staging Environment under Section 3.6.

Documentation — User guides and reference materials describing the Services.

End User — Any individual (other than you or your Users) who interacts with the Services via your Account.

Order Form — A document specifying purchased Services, fees, Subscription Term, and other commercial details.

Personal Data — Information relating to an identifiable individual.

Process / Processing — Any operation performed on Personal Data.

Professional Services — Data migrations, custom integrations, automated backup & recovery, continuous data synchronisation, implementation support, or related consulting performed by the Company.

Self‑Hosted Software — The Company’s migration software deployed and operated within your own infrastructure under Section 1.3.

Sensitive Personal Information — Data classified as sensitive under applicable law.

Services — Collectively, the Professional Services, the SaaS Platform, the Self‑Hosted Software, and all Updates.

Staging Environment — The temporary, encrypted database and related infrastructure that the Company provisions to hold Customer Data during a Cloud Delivery engagement.

Subscription Term — The paid‑access period for the SaaS Platform.

Telemetry Data — Licensing, usage, and diagnostic information transmitted by the Self‑Hosted Software as described in Section 1.3; excludes the contents of Customer Data records.

Third‑Party Service — An external application or service integrated with the Services.

User — An individual you authorise to use the Services under your Account.

Website — clonepartner.com and its sub‑domains (e.g., app.clonepartner.com, api.clonepartner.com).