These Terms of Use
These Terms of Use (the “Agreement”) are entered into and effective as of the date of your account registration with https://cluzen.com (“Effective Date”). This Agreement governs the relationship between Cluzeric Limited with office located at Registered office address: A.G. Leventi, 5, THE LEVENTIS GALLERY TOWER, 13th floor, Office 1301, 1097, Nicosia, Cyprus (“Cluzen.com,” the “Company,” “we,” “our,” or “us”), and you the account holder, user, or licensee (“You” or “User”, collectively – the “Parties”), whether as an individual or as a representative of an entity. The Agreement also covers your use of our website (“Website”) and our Software as a Service products (“Service”).
By using the Website, or by clicking to “accept” or “agree” to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, incorporated herein by reference. You also acknowledge and warrant, if applicable, that you have the authority to enter into this agreement on behalf of, and bind, the entity for which you will be using the Service as a registered user.
If you do not want to agree to these Terms of Use, or the Privacy Policy, you must not access or use the Website.
This Website is offered and available to users who are 16 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Grant of Rights
1.1. Software. Subject to the terms and conditions set forth herein, we hereby grant you a limited, worldwide, non-exclusive, fee-based, non-transferable (except as set forth under Section 11.6) right and license, under our Intellectual Property Rights, to (I) use, in the form in which such Software is delivered by the Cluzen.com only.
1.2. Limited Rights of Licensee. Your obtainment and/or use of the Service does not grant you any rights of ownership in the Service, as all rights granted are merely those of a licensee under the terms of this Agreement, with those rights granted only for such time as (I) you conform to the terms and conditions of this Agreement, and (II) until the termination of this Agreement.
1.3. No Other Rights. Except for the limited rights expressly granted under this Agreement, neither this Agreement nor your exercise of rights granted convey any other rights or license to the Software, Confidential Information, Documentation, and Marks whether by implication, estoppel or otherwise, under any of Intellectual Property Rights (as defined below). We retain all rights, title and interest in and to the Software, Confidential Information, Documentation and Marks (as defined below).
Payments
2.1. Taxes. The fees charged do not include any foreign, federal, state or local sales, use or other similar taxes, however designated, levied against the sale, licensing, delivery or use of the Service. You agree to pay, or reimburse Cluzen.com for all such taxes imposed, provided, however, that you shall not be liable for any taxes based on Cluzen.com net income. When Cluzen.com has the legal obligation to collect such taxes, the appropriate amount shall be paid by you unless you provide Cluzen.com with a valid tax exemption certificate authorized by the appropriate taxing authority. You agree to promptly notify us of any amendment or revocation of such certificate, and will hold Cluzen.com harmless from and against any taxes or other monies resulting from the failure to hold a certificate recognized as valid by the appropriate tax authority.
Your Additional Obligations
3.1. Service and Records. You agree to keep and maintain accurate service and records as reasonably necessary for verification of transaction payments pursuant to this Agreement.
Limited Warranty
4.1. Limited Warranty. CLUZEN.COM agrees to provide Service which operates for the purpose of permitting you to pay for Data Management and Cloud Solutions through the website. CLUZEN.COM shall have no obligation to provide warranty services if a defect is caused by a malfunction of non- CLUZEN.COM hardware or software.
4.2. Disclaimer. Except as may be agreed to in a separate writing between the parties, to the maximum extent permitted under applicable law, the limited warranty granted above is instead of all other warranties with respect to the Service, whether statutory, by operation of law, or otherwise, and whether express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, non-infringement, title, accuracy and any warranties arising out of usage or trade. This warranty is applicable solely to you and not to any donor or any other third party. No waiver, alteration or modification of this warranty shall be binding against CLUZEN.COM unless in writing as a separate amendment hereto and signed by an executive officer of CLUZEN.COM.
4.3. Licensee Warranty Limitations. You agree to indemnify, defend and hold harmless CLUZEN.COM, its officers, agents, employees, and affiliates from any claim or liability arising out of or relating to any grant by you of any representation or warranty.
Terms and Termination
5.1. Terms. This Agreement shall continue in force during your use of the Service provided by CLUZEN.COM as defined in this agreement. Either party may terminate this Agreement at any time. If you would like to terminate this Agreement, you must send a request to CLUZEN.COM to close your account.
5.2. Termination for Insolvency. This Agreement shall terminate, without notice, (I) upon the institution by or against either Party of bankruptcy proceedings, which proceedings are not dismissed within 90 (ninety) days of their commencement, or (II) upon either Party’s making an assignment for the benefit of creditors, or (III) upon either Party’s dissolution.
5.3. Survival. The provisions of Section 1.3, 3.1, 4.2, 5.3, 5.4, 7, 8, 9, and all payment obligations incurred prior to termination shall survive the termination of this Agreement for any reason.
5.4. No Liability for Termination. In the event of termination of this Agreement by either Party in accordance with any of the provisions of this Agreement, neither Party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either Party. Termination shall not, however, relieve either Party of obligations incurred prior to the termination.
5.5. Discretion for Termination. We may, in our sole discretion, refuse to offer the Services to any person or entity. We may, without notice and in our sole discretion, terminate your right to use the Services, or any portion thereof, and block or prevent your future access to and use of the Services or any portion thereof. Nothing herein shall be construed to create any duty to, or standard of care with reference to, or any obligation or liability to any person not a party to this Terms of Service. In particular, we disclaim any third-party beneficiary rights and interests which may arise out of, or pertain to, to our right reserved herein.
Indemnification by Licensee
6.1. Subject to CLUZEN.COM indemnification obligation, you shall defend, or at your sole option, settle, at your sole expense, any demand, claim or action brought against CLUZEN.COM to the extent that such demand, claim or action is based on an allegation by a third party based on your actions or omissions with respect to this Agreement or your use of the Service, and you will indemnify CLUZEN.COM from any costs, damages and fees (including attorney’s fees) incurred by, settled for, or awarded against CLUZEN.COM from such claim. You shall be relieved of the foregoing indemnification obligations to the extent CLUZEN.COMfails to (I) notify you promptly in writing of any Claim, (II) permit you to defend against, compromise or settle such Claim or (III) provide all available information and assistance (at your expense) reasonably necessary for you to defend against, compromise, or settle such claim CLUZEN.COM on such action or claim unless you have authorized this in writing in advance. You will not agree to a settlement that would adversely affect CLUZEN.COM’s interests without CLUZEN.COM’s express written consent.
Limitation of Liability
7.1. No Consequential Damages. To the maximum extent permitted under applicable law, under no circumstances shall either party, its affiliates, agents, representatives, employees or suppliers be liable to the other party or to any third party under any legal or equitable theory, for any indirect, consequential, incidental, punitive, exemplary or special damages (including any amounts for loss of profits, substitute goods, loss of data or otherwise) arising out of or in connection with this agreement or termination hereof, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy or warranty provided hereunder.
7.2. Cap on Monetary Liability. Except as otherwise provided, in no event will the aggregate liability of CLUZEN.COM, its service providers, and suppliers under or in connection with this agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, exceed the total amount paid by you to CLUZEN.COM. the foregoing limitation applies notwithstanding the failure of any agreed or other remedy of its essential purpose.
General Provisions
8.1. Compliance with Laws. During the term of this Agreement, each Party shall comply with all applicable laws applicable in their jurisdiction, including but not limited to Cyprus laws providing the service as Data Management, and Cloud Solutions.
8.2. Applicable Law. Notwithstanding anything in this Agreement to the contrary, the laws of England and Wales shall govern the performance and construction of this Agreement and the interpretation of the Parties’ rights and duties without reference to its conflict of laws principles. Any controversy arising out of or related to this Agreement may be submitted before any of the courts located in Cyprus, to whose personal jurisdiction and venue each Party hereby irrevocably submits.
8.3. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, shall be effective unless in writing signed by both Parties.
8.4. Notices. Any notice required or permitted to be given under this Agreement shall be deemed given when delivered (I) by hand, (II) by registered or certified mail, postage prepaid, return receipt requested, the address of the other Party first set forth above, or to such other address as a Party may designate by written notice to the other Party no less than 30 (thirty) days prior to change of such address, (III) by overnight courier, or (IV) by fax with confirming letter mailed under the conditions described in (II) above.
8.5. Force Majeure. Except for the obligation to make payments, non performance of either Party shall be excused to the extent the performance is rendered impossible by strike, fire, flood, terrorism, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of, and is not caused by, the negligence of the non-performing Party.
8.6. Non-assignability and Binding Effect. You may not assign this Agreement to any third party without the prior written consent of CLUZEN.COM, and any attempt to do so in violation of the foregoing shall be deemed null, void and of no effect; provided that you shall be free to assign this Agreement in whole to any successor in interest to all or substantially all the assets or business pertaining to the subject matter hereof whether by merger, acquisition or consolidation or otherwise. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
8.7. Legal Expenses. The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees.
8.8. Authorizations. During the term of this Agreement, you shall, at your own expense, make, obtain, and maintain in force at all times during the Term of this Agreement, all filings, registrations, reports, licenses, permits and authorization from any private or governmental agency which are necessary for you to exercise your rights and perform your obligations hereunder (“Authorizations”). CLUZEN.COM shall provide you, at your expense, with such assistance as you may reasonably request in making or obtaining any such Authorizations. In the event that the issuance of any Authorization is conditioned upon an amendment or modification to this Agreement which is unacceptable to CLUZEN.COM, CLUZEN.COM shall have the right to terminate this Agreement immediately effective without notice and without liability or further obligation whatsoever to you.
8.9. Independent Contractors. The relationship between the Parties, established by this Agreement, is that of independent contractors, and nothing contained in this Agreement shall be construed to (I) give either Party the power to direct and control the day-to-day activities of the other, (II) constitute the Parties as partners, joint-venturers, co-owners or otherwise as participants in a joint or common undertaking, or (III) allow you to create or assume any obligation on behalf of CLUZEN.COM for any purpose whatsoever.
8.10. Approvals and Enforceability. You hereby represent and warrant that no Authorization or other consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement. Additionally, you further represent that you have the legal authority to bind the corporation or entity on whose behalf you use the Service.
8.11. Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the Parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision (or portion thereof) will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
8.12. Changes to These Terms. CLUZEN.COM may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Should you not agree to the changes, your sole recourse is to immediately discontinue the use of the Website.
