Terms of Services

Introduction

These Cloud is Mine SAS Program Terms are entered into by, as applicable, the Customer signing these Terms or any document that references these Terms or that accepts these Terms electronically (“Customer”) and Cloud is Mine SAS (“Cloud is Mine”). These Terms govern Customer’s participation in Cloud is Mine’s program(s). Cloud is Mine and Customer hereby agree and acknowledge:

Program Participation

Customer is solely responsible for all content it submits to Cloud is Mine’s listings and landing pages. Cloud is Mine is not responsible for anything related to Customer’s website and shall not be obligated to provide notice to Customer in the event that Customer’s website is not being displayed properly to end users. Cloud is Mine is solely responsible for all content and property provided by Cloud is mine and for any other content and property provided by a third party upon which Cloud is Mine places content or advertisements (collectively, the “Cloud is Mine Material”). Customer is not responsible for anything related to the Cloud is Mine Material.

Customer shall take commercially reasonable measures to protect any Customer passwords and takes full responsibility for Customer’s own, and third party, use of any Customer accounts. Customer understands and agrees that listings may be placed on any content or property provided by Cloud is Mine, and any other content or property provided by a third party upon which Cloud is Mine places content or advertisements. Customer authorizes and consents to all such placements. Cloud is Mine may modify any of its Programs at any time without liability. Cloud is Mine or Partners may reject or remove any listings or piece of content for any or no reason.

Termination

Customer reserves the right to cancel the Agreement at any time without penalty. Cancellation will occur immediately upon subscription downgrade or cancellation. All outstanding undisputed fees are due immediately upon cancellation except if Customer cancels due to breach by Cloud is Mine.

Payment

Cloud is Mine will invoice Customer for the Services per the terms of the attached Purchase Order, and Customer shall pay the amounts listed in the Purchase Order per the terms thereof.

Refunds and Credits

Pay Per Click Program: Claims of invalid clicks are considered on a case-by-case basis. All disputes must be made within 90 days of the applicable click or invoice date, whichever is later. Cloud is Mine will provide the credits referred to in the Purchase Order.

Confidentiality

Each party agrees not to disclose the other party’s Confidential Information without the other party’s prior written consent. “Cloud is Mine Confidential Information” includes without limitation: (a) all Cloud is Mine specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates, per-lead rates or other statistics relating to Site performance in the Program provided to Customer by Cloud is Mine; and (c) any other information designated in writing by Cloud is Mine as “Confidential” or an equivalent designation. “Customer Confidential Information” includes all information provided to Cloud is Mine hereunder other than information expressly designated for public display.

Publicity

Cloud is Mine may use Customer’s name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers on Customer’s prior written consent. If Customer wishes to use Cloud is Mine’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features (“Brand Features”), Customer may do so, so long as such use is in compliance with this Agreement.

Representations and Warranties

Customer represents and warranties that as of the date hereof (a) all of the information provided by Customer to Cloud is Mine to enroll in the Program is correct and current; and (b) Customer is the owner of each Site or that Customer is legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program.
Each party hereto represents and warrants that: (i) it has all necessary right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) In performing its obligations hereunder it will comply with all applicable laws, statutes, ordinances and regulations; and (iii) for Customer, the Customer content and websites will not, and for Cloud is Mine, the Cloud is Mine Material will not infringe the intellectual property, publicity or privacy or rights of any third party, and are not pornographic, hate-related or otherwise violent in content.

Disclaimer

To the fullest extent permitted by law, each party DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, Cloud is Mine disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions, Creative, or Targets on any Partner Property, Cloud is Mine Property, or section thereof; (iv) clicks; (v) conversions or other results for any ads or Targets; (vi) the adjacency or placement of ads within a Program. Customer understands that third parties may generate clicks on Customer’s ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks. Customer’s exclusive remedy, and Cloud is Mine’s exclusive liability, for suspected invalid clicks is for Customer to make a claim for a refund in the form of advertising credits for Cloud is Mine Properties within the time period required as set forth above NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER’S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO CLOUD IS MINE BY CUSTOMER FOR THE AD GIVING RISE TO THE CLAIM. Neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

Miscellaneous

THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY FRENCH LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its employees, agents, and professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Any modifications by Customer to the Agreement must be made in a writing executed by both parties.