Last Updated: October 2020

Thanks for using Cloutlayer!

Cloutlayer is an online all-in-one sophisticated platform concerned with helping you achieve your vision by managing your most important asset, people.

These Customer Terms of Service governs Customer's use of the Cloutlayer services. By using the Cloutlayer services, Customer agrees to comply with these Customer Terms of Use.

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

Customer Terms of Service consists of the following documents:

• Terms of Service (this document)
• Additional Terms
• Acceptable Use Policy
• Email Acceptable Use Policy
• SMS Acceptable Use Policy
• Privacy Policy
• Cookie Policy
• Website Terms of Use

If you have any questions about our Customer Terms of Service, feel free to contact us.

1 Definitions

“Additional Terms" means the additional product-related terms that apply to your use of Cloutlayer products, our Consulting Services and Third-Party Services. These terms form part of the Agreement and can be found at https://www.cloutlayer.com/legal/additional-terms/.

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" or “Customer Terms of Service” means these Master Terms and all materials referred or linked to in here.

"Billing Period" means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

"Cloutlayer", "we", "us" or “our” means the applicable contracting entity as specified in the ‘Contracting Entity’ section.

"Cloutlayer Content" means all information, data, insights, text, messages, software, source code, audio, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Websites or Subscription Service or Consulting Services, including Enrichment Data (as defined in the Additional Terms).

“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information doesn't include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

"Customer Data" means all information that you submit or collect via the Subscription Service. Customer Data does not include Cloutlayer Content.

"Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

“DPA” means the Cloutlayer Data Processing Agreement at https://www.cloutlayer.com/legal/dpa/.

“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

"Order" or "Order Form" means the Cloutlayer-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).

"Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

"Subscription Fee" means the amount you pay for the Subscription Service.

"Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via *cloutlayer.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.

"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Cloutlayer apps available from, for example, our marketplaces, directories, and links made available through the Subscription Service.

"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

"You", "your" or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

2 Use of Services

2.1 Access

During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We might provide some or all elements of the Subscription Service through third party service providers. Your may provide access and use of the Subscription Service to your Affiliate's Users or allow them to receive the Consulting Services purchased under this Order; provided that, all such access, use and receipt by your Affiliate's Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates' compliance with the Agreement.

2.2 Additional Features

You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Cloutlayer account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Cloutlayer account.

2.3 Service Uptime & Availability

We will use commercially reasonable efforts to make Subscription Service available to the Customer and Users 24/7/365, however we shall not be liable if for any reason the Subscription Service is unavailable at any time or for any period.

We may suspend access to Subscription Service temporarily and without notice in the case of system failure, maintenance or repair.

2.4 Limits

You must be 18 years of age or older to use the Subscription Service.

2.5 Organizational Users

If you’re using any of our Subscription Services on behalf of an organization or entity, you affirm that you have the right to act on behalf of that organization or entity, and that these Customer Terms of Service apply to the organization or entity (and all references to “you” and similar terms refer to that organization or entity).

2.6 Modifications

We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.

2.7 Customer Support

If you pay for a Subscription Fee, basic support (general guidance) by email is included at no additional cost. Prioritized advanced (email, in-app, phone) support is available as part of our Consulting Services. If you do not pay a Subscription Fee, support is available to you through our knowledge base (help center, FAQ, etc.).

2.8 Technical Support

We will provide technical support to you by email only. Technical support will only be provided for bugs or errors that are reproducible by us. You agree to provide us with full and accurate details of all bugs and errors, on request. You acknowledge that we provide no warranty that all or any bugs or errors will be corrected.

2.9 Acceptable Use

You will comply with our Acceptable Use Policy at https://www.cloutlayer.com/legal/acceptable-use-policy/ ("AUP").

You will comply with our Email Acceptable Use Policy at https://www.cloutlayer.com/legal/email-acceptable-use-policy/ ("EMAIL AUP").

You will comply with our SMS Acceptable Use Policy at https://www.cloutlayer.com/legal/sms-acceptable-use-policy/ ("SMS AUP").

While the Subscription Service may include features which are intended to assist you in complying with specific legal obligations, the accuracy and reliability of these features is not guaranteed, and you will remain fully responsible for any non-compliance even if you use such features.

2.10 Prohibited and Unauthorized Use

You will not use the Subscription Service in any way that violates the terms of the Acceptable Use Policy or the Email Acceptable Use Policy or the SMS Acceptable Use Policy or for any purpose or in any manner that is unlawful or prohibited by this Agreement.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

Nothing contained in this section limits the usage restrictions specific to Sensitive Information under the Agreement.

You agree to notify us right away of any unauthorized use of your Users’ identifications and passwords or your Cloutlayer account(s).

2.11 No Sensitive Information

YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICE HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

2.12 Free Trial

To provide you with an opportunity to try our Subscription Services, we offer a 14 day free trial (the “Free Trial”). The terms of the Free Trial are as follows:

• The Free Trial is for 14 days, starting from the date on which you registered for your Cloutlayer account (“Free Trial Period”).
• You are only allowed to have one (1) Free Trial.
• At the end of the fourteen (14) day Free Trial period, unless you cancel the Subscription Services, you will be billed for Subscription Services and on a monthly recurring basis depending on your chosen plan.
• If you do not subscribe within 14 days following the end of the Free Trial Period, your Cloutlayer account will be suspended and queued for deletion.

If we include additional terms and conditions on the trial registration web page, those will apply as well.

3 Fees and Payments

For information on pricing, see our website page at https://www.cloutlayer.com/pricing/.

3.1 Subscription Fees, Invoicing, and Payment

Customer shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on the Subscription Service subscription(s) purchased and not actual usage; (ii) payment obligations are non-cancelable; (iii) fees paid are non-refundable, except pursuant to Section 4.4 (Termination for Cause); and (iv) the subscription entitlement(s) purchased cannot be decreased during the relevant Subscription Term.

Fees for Subscription Services will be invoiced electronically and except as otherwise provided, all fees are (i) quoted and payable in Euro and; (ii) due and payable in advance throughout the Subscription Term.

Most customers pay for Subscription Service on a month-to-month basis or annually for a year long agreement, but you can also purchase a custom plan and term – just speak to us for a custom quote.

3.2 Email Credits and SMS Credits

You may also buy Email Credits and SMS Credits to use specific features of the Subscription Service, as explained on our Website.

For details of Email Credits and SMS Credits, please see the Additional Terms.

3.3 Fee Adjustments

We may change our fees and associated features at any time.

If these changes apply to you, we will notify you at least ten (10) days in advance of your renewal and the changes will apply at the start of the next renewal term. If you do not agree to these changes, you can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.

3.4 Payment Processor

We use third party payment processors (each, a “Payment Processor”) to bill you through a payment account linked to your account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s terms of service and privacy policy. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

3.5 Payment Information

You will keep your contact information, billing information and credit card information (where applicable) up to date.

3.6 Chargebacks

If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may terminate your subscription. If you have questions about a payment made to us, we encourage you to contact us. We reserve our right to dispute any Chargeback.

3.7 Taxes

Unless otherwise stated, Subscription Service’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use, sales or withholding taxes collected by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Cloutlayer’s net income or property. If Cloutlayer has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Cloutlayer with a valid tax exemption certificate authorized by the appropriate taxing authority.

4 Term and Termination

4.1 Term and Renewal

Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year.

4.2 Notice of Non-Renewal

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. This written notice must be received no less than two (2) days in advance of the end of the Subscription Term.

If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Cloutlayer account, or by communicating with us.

4.3 Early Cancellation

You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.

4.4 Termination for Cause

Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

4.5 Effect of Termination or Expiration

If your paid subscription is terminated or expires, we will continue to make available to you our Free Services however, this may not be the case if your Agreement was terminated for cause.

Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Cloutlayer Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

5 Suspension

5.1 Suspension for Prohibited Acts

We may suspend any User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the Cloutlayer email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints, or requests for removal from a mailing list by recipients; (iii) use of the Cloutlayer SMS send service that results in excessive spam complaints, or requests for removal from a mailing list by recipients; or (iv) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the Acceptable Use Policy, or the Email Acceptable Use Policy, or the SMS Acceptable Use Policy, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.

5.2 Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services fifteen (15) days after such notice. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

5.3 Suspension for Present Harm

If your use of the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity; (ii) is being used to engage in denial of service attacks or other disruptive activity; (iii) is creating a security vulnerability for the Subscription Service or others; (iv) is consuming excessive bandwidth; or (v) is causing harm to us or others then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.

We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

5.4 Suspension and Termination of Free Services

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

6 Customer Data

6.1 Customer’s Proprietary Rights

You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

6.2 Limits on Cloutlayer

We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.

6.3 Data Practices and Machine Learning

We may monitor use of the Subscription Service by all of our customers and use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you. For clarity, any data provided to other customers or third parties will only be in an aggregated and anonymous manner. We use Customer Data in an anonymized manner for machine learning that supports certain product features and functionality within the Subscription Service.

6.4 Processing of Customer Data

The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement.

We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data.

7 Intellectual Property

This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them.

You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Cloutlayer Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.

Our trademarks include, but aren’t limited to, those listed at https://www.cloutlayer.com/legal/trademarks/ (which we may update at any time without notice to you) and you may not use any of these without our prior written permission.

We may take and maintain technical precautions to protect the Subscription Service, Cloutlayer Content and Consulting Services from improper or unauthorised use, distribution or copying.

You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Subscription Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Subscription Service or to develop new features and services.

8 Confidentiality

The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (iii) not disclose Confidential Information of the Disclosing Party to any third party; and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

9 Indemnification

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of: (i) unauthorized or illegal use of the Subscription Service by you or your Affiliates; (ii) your or your Affiliates' noncompliance with or breach of this Agreement; (ii) your or your Affiliates' use of Third-Party Products, or; (iv) the unauthorized use of the Subscription Service by any other person using your User information.

We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

10 Disclaimers; Limitation of Liability

10.1 Disclaimer of Warranties

WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROCESSING OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, CLOUTLAYER CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. SYSTEMS OR/AND APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, CLOUTLAYER CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.2 No Indirect Damages

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

10.3 Limitation of Liability

EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED EURO.

10.4 Third Party Products

WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.5 Agreement to Liability Limit

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

11 General Provisions

11.1 Entire Agreement

This Agreement (including each Order), along with our Additional Terms, Acceptable Use Policy, Email Acceptable Use Policy, SMS Acceptable Use Policy, and Privacy Policy, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.

11.2 Assignment

You may not transfer, assign, charge or otherwise dispose of this Agreement or any of your rights or obligations arising hereunder, without our prior written consent.

We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising hereunder, at any time.

11.3 No Waiver

Failure of either party to exercise or enforce any provision of or any of its rights under this Agreement shall not be deemed a waiver of future enforcement of that or any other provision or right.

11.4 Severability

If any term, condition or provision of this Agreement is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

11.5 Payment Disputes

Cloutlayer shall not exercise its rights under the “Suspension for Non-Payment” Section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

11.6 Communication

We will communicate with you in Greek and English only.

11.7 Publicity

We do not publish any information about you or/and your company.

However, we would appreciate if you would give us your written consent to include you in our customer list on our Websites.

11.8 Changes

We maintain the right to change these Customer Terms of Service and all documents referred to in them at any time, at our sole discretion upon giving you reasonable notice of any material change. Any changes will become effective on the date stated in such notice.

If you or any User accesses or uses the Subscription Service after the date stated in any notice, this will constitute the Customer’s acceptance of any changes. If you do not accept the changes you should stop using the Subscription Service before the date stated in the notice.

11.9 Survival

Section 1 and Sections 3 through 11 shall survive any termination or expiration of this Agreement.

11.10 Contracting Entity

You are contracting with Cloutlayer LLC.

11.11 Governing Law & Jurisdiction

These Customer Terms of Service shall be governed by the laws of Greece. The courts of Greece shall have exclusive jurisdiction for the settlement of all disputes arising under these Customer Terms of Service.