Clonable ("Clonable" and/or "we") provides you with a platform strictly under the following terms and conditions, which are non-negotiable and may be modified upon notice to you at the absolute discretion of Clonable, subject to the provisions of the terms and conditions below.
By accepting and agreeing to the terms of this platform agreement (the "Agreement") by; (a) selecting "I agree" to these terms, (b) completing the registration process (c) using the platform in any way, such as downloading or uploading content or using the services provided by Clonable and/or third parties through the platform, you become a customer of Clonable and accept the following terms and conditions and enter into a legal and binding agreement with Clonable.
In this agreement, all references to you and/or your and/or the user and/or the customer shall refer to the party entering into this agreement with Clonable.
Clonable provides certain services on or through our website, www.Clonable.net (and other, possibly translated domain names, such as www.Clonable.net, etc., (the "Platform"). The platform provides a multi-purpose translation service which allows you to turn your local site into a multi-lingual and/or multi-country website, (the "Clonable service"). The Agreement applies to the Clonable service. All content and services made available through the platform that were not made available on the "last revised" date above, will automatically be considered part of the Clonable service when they are first made available through the platform.
Acceptance of the Terms / Admission
You may not use the platform if you do not agree to the terms of the agreement.
Further, you may not use the platform if (i) you are prohibited from using the platform by local laws and regulations; or (ii) you are not fully able and competent to enter into a binding contract with Clonable.
By using the Platform, you represent and warrant that you have the right, power and capacity to enter into this Agreement and to abide by all of the terms and conditions of the Agreement.
A condition of your use of the Clonable service and the platform is that you are the legal owner of the website with respect to which you use the platform, the Clonable service. It is also a condition that you own all intellectual property relating thereto (or have a legal proxy from the owner of the website).
You are required to register with Clonable if you wish to use the Clonable service and platform. To register with Clonable, you must provide a valid email address (which will be used as a unique identifier for your account), your name and a password.
You are solely responsible for maintaining the confidentiality of your password and account, and agree not to transfer, or lend or otherwise transfer your email address or password to any third party for the purpose of using or accessing the Clonable service and platform.
You are also solely responsible for all activities that occur under your account. You may change your password or other account information at any time by following the instructions available on your Profile Page.
You agree to notify us immediately of any unauthorized use of your account or any other breach of security related to your account or the Clonable service, and to ensure that you "log off" / close your account (if applicable) at the end of each session.
When you use the Clonable service and platform, you agree to: (i) provide certain current, complete and accurate information about you when requested by the Platform, and (ii) maintain and update such information as required to keep it current, complete and accurate. If any information provided by you during your initial registration is incorrect, Clonable reserves the right to terminate your account immediately and your right to use the Clonable service and platform.
We will not be liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
The various fee structures and the fees payable for the Clonable service are set out on the platform (the "Fees") or are set out in a separate contract for you as a customer. The Clonable services will be carried out by Clonable after acceptance by Clonable of the online registration and full payment of the relevant Fees for the Clonable service as set out on the platform or in the special contract made with you as a customer.
In the event of non-payment of any fee due through, among other things, chargeback, fraud, declined credit card or for any other reason, owed by you, Clonable shall have the right to immediately suspend or terminate your access to the Platform and to the Clonable services and without prejudice to the right to recover from you all amounts owed or to any other right or remedy available to Clonable.
Clonable reserves the right to change its payment policies and the fees charged for Clonable services from time to time, with such changes taking effect immediately. All Fees and other charges are payable in the currency specified on the platform. If no currency is indicated, all Fees are stated in EUR and are exclusive of all applicable taxes in the relevant jurisdiction (including but not limited to VAT, as applicable).
You agree to pay Clonable fees for all Clonable services purchased from Clonable. You further agree that you are responsible for the payment of all applicable taxes due and payable in the relevant jurisdiction where the contract takes place.
Payments for the Clonable services are made through a secure third-party website. However, you acknowledge and agree that Internet transmissions cannot be guaranteed to be completely secure or private and that any information you provide (including credit card information) may be read and/or intercepted by a third party. Clonable is not liable for interception and/or hacking of data or other unauthorised access to information provided by you for the purposes of the Clonable services.
License to use and access the Clonable service
Clonable hereby grants you, and you hereby accept, a personal, non-transferable, non-exclusive license ("License") to use the Platform to access the Clonable service.
All intellectual property (including, without limitation, copyrights, trade secrets, trademarks, patents, etc.) appearing in or embodied in and/or related to the Platform (including, without limitation, the software code, user manuals and all other documentation) shall be and remain the exclusive property of Clonable. Nothing in this Agreement and/or the grant of the License shall constitute a waiver of Clonables intellectual property under any law.
The license does not include any resale or commercial use of the platform, the Clonable service or its content; any derivative use of this platform, the Clonable service or its content; or any use of data mining, robots, or similar data gathering and extraction tools. The platform, the Clonable service or any part thereof, may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without the express written consent of Clonable. Further, you may not copy or imitate any part or all of the design, or look-and-feel, of the platform. These are protected by Intellectual Property.
What constitutes abuse of the platform will be determined by Clonable, in its sole discretion. Clonable reserves the right to terminate your account if Clonable determines that you have failed to comply with the Agreement.
Restriction on use of content
You acknowledge that the Platform may contain information, software, photos, video, text, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or developed in the future. The entire content, taken together, is protected under Dutch copyright laws as a collective work, and we own a copyright in the selection, coordination, arrangement and enhancement of such content. Modification of the Content or use of the Content for any other purpose, including use of such Content on any other website or networked computer environment, is strictly prohibited. Unless otherwise expressly permitted by us in advance in writing, you agree not to reproduce, redistribute, sell, modify, rent, lease, loan, adapt, translate, create derivative works based on it (in whole or in part), decompile, reverse engineer, disassemble or otherwise reduce in whole or in part the platform or the Clonable service, including the content.
The Clonable name and logo are the intellectual property of Clonable. All other trademarks appearing on the platform are trademarks of their respective owners. Our partners may also have additional ownership rights to the content they make available through the Clonable service and platform. The trade names, trademarks and service marks owned by us, whether registered or unregistered, must not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion. Nothing on the Platform shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
Clonable tries to be as accurate as possible. However, Clonable does not warrant that product descriptions, text and/or other translated information provided by your website will be accurate, complete, reliable, current, and/or error-free. Notwithstanding the disclaimer of quality specified above, Clonable will, but has no obligation to, use your website user behavior to improve the Clonable service product quality. You agree that neither Clonable nor its affiliates and service providers shall be liable for any inaccurate, incomplete, unreliable, or erroneous operation with respect to the Clonable services and the translated information contained on your website.
Materials submitted through the Platform
The definition of "Materials submitted through the Clonable service and platform" herein is the totality and all of the data, information, text, software, sound files, images, photographs, graphics, video, messages, files, links or any other material ("Materials") on your Web site, whether scripted, password protected or otherwise secure. The Materials will be subject to the Clonable service which will include the transfer of the Materials to a third party for us to perform the Clonable service. You agree that if you post materials through the Platform, you automatically grant to Clonable and its successors and assigns a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license in and to the materials to use, download and print, display, modify, publish and adapt the materials in whole or in part in order to perform the Clonable service. You are solely responsible for all materials sent, posted or distributed by you through the Platform, including, but not limited to, the content of your email communications, information, reviews, user ratings, photographs or graphics posted or related materials. By submitting materials to your website, you represent and warrant that you own all right, title and interest in and to such materials and any likenesses contained in such materials.
You acknowledge and agree that (a) we reserve the right (but have no obligation) to review materials before permitting them to be posted or otherwise stored through the Platform in connection with the Clonable Service; and (b) we may, in our sole discretion, take one or more of the following actions: (i) monitor the submission of materials; (ii) modify, remove or refuse to post or permit to be posted or stored any materials; and/or (iii) disclose materials or any communications through the Platform, and the circumstances surrounding their transmission, to: (a) third parties to operate the Clonable service and platform; (b) comply with applicable law; (c) respond to governmental requests; (d) comply with valid legal process; (e) protect the rights, privacy, safety or property of Clonable, platform visitors or the public; (f) enable us to pursue available remedies or limit the damages we may sustain; and/or (g) enforce the Agreement; and/or (iv) share the materials with the appropriate authorities and financial institutions, if Clonable determines, in its sole discretion, that; (a) you are attempting to defraud Clonable; (b) you are engaging in fraudulent activity or another prohibited transaction; (c) you are engaging in criminal activity; or (d) the materials are of a hate nature.
In no event shall we, or our employees, officers, directors, shareholders, agents, representatives or affiliates, be liable for any loss or damage caused by your reliance on the materials. In addition, we have no control over, and shall not be liable for, any damages resulting from, the use (including without limitation republication) or misuse by any third party of information voluntarily made public through any part of the Clonable service and platform.
Subject to the terms of this Agreement, you may not upload, store, distribute, transmit, display, perform, make available or otherwise communicate to the public any materials that you do not own the necessary rights to. In particular, any unauthorized use of copyrighted material in your materials (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public through the Platform) may violate the rights of third parties and is strictly prohibited. Any such infringement may result in termination of the Agreement, your access to the platform and may also result in civil or criminal proceedings being brought against you by or on behalf of the relevant rights holder.
Links to third party sites
The Platform may contain links, or third party content may contain links, to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of, and do not endorse, such external sites or resources and are not responsible or liable for any content, advertising, products, services or other materials (collectively, "Third Party Materials") available through or contained on such sites or resources. You understand that you may be exposed to Third Party Materials that are offensive, indecent or objectionable. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused directly or indirectly by your use of or reliance on any such Third Party Materials available on or through any such site or resource.
Clonable undertakes to use reasonable efforts to try to provide the Clonable services and access to the platform 24 hours a day, 7 days a week. However, there will be occasions when access to the platform will be interrupted for maintenance, upgrades and repairs, which you acknowledge to be a necessary function performed by Clonable, or due to failures in telecommunications links and equipment beyond the control of Clonable, Clonable will not accept responsibility or liability for any loss of revenue that may result.
Clonable may modify or discontinue, temporarily or permanently, the Platform, or any part thereof, with or without notice to you.
Warranty for users, indemnification obligation and waiver
You represent and warrant that: (a) you own the intellectual property, or have obtained all necessary license(s) and permission(s), to use the Material in accordance with your use in connection with the platform or as otherwise permitted by the Agreement; (b) you have the rights necessary to grant the license set forth in the Agreement; (c) you have received permission from all persons depicted in your Material to use your Material as set forth in the Agreement, including distribution, public display, public performance, and reproduction of the Material; and (d) your Material does not violate or infringe the intellectual property or other proprietary right, including rights of publicity or privacy, of any person, company or entity, or other third party.
You agree to indemnify and hold harmless Clonable and its shareholders, subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors from any claim or demand, including reasonable attorneys' fees, due to or arising out of your material, your use of the platform, your connection to the platform, any claim that your material caused damage to another person, any dealings between you and anyone else who advertises or promotes through the platform, your breach of the terms of the agreement, or your violation of any rights whatsoever, including intellectual property rights.
Rejection of guarantees
You expressly understand and agree that, to the maximum extent permitted by applicable law:
The platform and content are provided by Clonable "as is", without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the following, Clonable and its licensors make no warranty that (a) the platform and content will meet your requirements or be consistently available, uninterrupted, timeless, secure, or error-free; (b) the results that will be obtained from the use of the platform and content will be effective, accurate, or reliable; (c) the quality of the platform and content will meet your expectations; or that (d) any errors or omissions in the platform or content will be corrected. No advice or information, whether oral or written, obtained by you from Clonable or through or by use of the platform and content will create any warranty not expressly stated in the terms.
Clonable specifically disclaims any and all liability with respect to any and all actions resulting from the user's use of or participation in any platform and arising from the platform and content. Any content downloaded as a result of the Clonable service, made available or otherwise obtained through the use of the platform is accessed at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the download. Clonable accepts no liability for any computer virus or similar code downloaded onto the user's computer from the platform.
Clonable assumes no responsibility for any platforms or materials provided by third parties that may be accessed through linked sites. Clonable makes no representations or warranties about, and shall have no liability for, such third parties, their content or platform. Any dealings the user has with such third parties are at the user's own risk.
Managers, hosts, participants, moderators and other third parties are not authorized Clonable spokespersons, and their views do not necessarily reflect those of Clonable. To the extent permitted by applicable law, Clonable shall have no liability with respect to material arising from intellectual property rights, libel, privacy, publicity, obscenity or other laws. Clonable also disclaims all liability with regard to the use, misuse, loss, alteration or unavailability of any material.
Clonable will not be liable for any loss you may suffer as a result of someone else using your password or account or account information in connection with the platform, with or without your knowledge.
Limitation of liability
In no event will Clonable, its shareholders, its officers, directors, employees, partners, licensors or suppliers be liable to you or anyone else for any special, incidental, indirect, consequential or punitive damages whatsoever, including damages for loss of use, data or profits, whether or not foreseeable or if Clonable has been advised of the possibility of such damages, or based on any theory of liability whatsoever, including breach of contract or warranty, negligence or other tort, or any other claim arising out of or in connection with the use of or access to the platform or content. Nothing in the terms and conditions shall limit or exclude Clonable's liability for gross negligence or wilful misconduct of Clonable or its employees, or for death or personal injury.
Clonable's aggregate liability and that of its shareholders, affiliates, licensors and suppliers under or in connection with this agreement shall be limited to the payable monthly amount specified in the agreement between Clonable and you. This limitation shall apply even if Clonable has been advised of the possibility of such damages and notwithstanding the failure of the essential purpose of any limited remedy.
Commitment with respect to proprietary information
You acknowledge that Clonable has the exclusive right, title and interest in the Intellectual Property relating to the Platform and the Clonable Services. "Intellectual Property" means copyright, moral rights, trademark, patent, trade secret, unfair competition, and all other intellectual and proprietary rights, including, but not limited to, those rights arising from the Clonable Services and the Platform.
You acknowledge that you have no right, title or interest in the Intellectual Property in the platform, including any content resulting from the multi-purpose translation service that enables you to convert your local site into a multi-language website, other than the right to use such Intellectual Property on the platform as expressly set forth in this Agreement. You shall take all necessary steps to protect the rights of Clonable as set forth in this Section 16 and at the request of Clonable you shall take any action necessary to protect Clonable's ownership of such rights, including but not limited to executing all documents.
Termination and modification of the Clonable service
You agree that we may, in our sole discretion, terminate your password, account (or any part thereof) or use of the Clonable service and platform, and remove and discard any materials within the platform, for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Agreement. We will also terminate your account upon receipt of reliable information about your violation of any law, and will cooperate with law enforcement authorities in such matters. We may also, in our sole discretion and at any time, discontinue providing the Clonable service or any part thereof, with or without notice. You agree that any termination of your access to the Platform pursuant to any provision of the Agreement may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account, and/or prevent any further access to such files or the Clonable Service. You further agree that we shall not be liable to you or any third party for any termination of your access to the Platform.
We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify or discontinue the Clonable service, including, without limitation, (i) limiting the length of time the Clonable services are available, (ii) limiting the permitted use of the Clonable service, and (iii) limiting or terminating a User's right to use the Clonable service, with or without notice; (b) charge fees in connection with the use of the Clonable Service; (c) modify and/or waive fees charged in connection with the Clonable Service; and/or (d) offer opportunities to some or all users of the Clonable Service. You agree that neither we nor any of our affiliates shall be liable to you or any third party for any modification, suspension or discontinuance of the Clonable service, in whole or in part, or of any service, content or feature offered through the platform.
We may revoke your registration privileges and/or take any other appropriate action to enforce these guidelines if violations are brought to our attention. Further, we may, in our sole discretion, terminate your account or participation in any feature of the Clonable service and platform for any reason.
Clonable's Refund and Cancellation Policy is part of, and incorporated into, the Clonable Terms of Service (Click here for Refund and Cancellation Policy). As a condition of registering with Clonable and using the Clonable services, you expressly acknowledge that you have read and understood the Refund and Cancellation Policy and agree to be bound by its terms and conditions. If at any time you disagree with the Refund and Cancellation Policy or any part thereof, your sole remedy is to discontinue all use of the Clonable Services and terminate your account. Note, however, that all transactions that occurred prior to the date of such termination will be governed entirely by the terms of the Refund and Cancellation Policy.
You agree not to access or attempt to access the platform by any means other than the interface provided by Clonable or to circumvent any access or use restrictions put in place by Clonable to prevent certain uses of the platform.
You agree not to use the platform, or encourage or allow others to use it, to:
- Share material that is unlawful, harmful, threatening, abusive, unlawful, defamatory, libelous, vulgar, obscene, child pornographic, lewd, profane, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
- Stalking, intimidating and/or harassing another person;
- Inciting others to commit violence;
- To harm minors in any way;
- Share material that you are not authorized to share by law or a contractual or fiduciary relationship;
- Share any material that infringes any intellectual property or other proprietary rights of any party;
- Falsely impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Use the platform or materials in such a way that a user is misled into believing that they are in direct contact with Clonable;
- Share material that contains software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of computer software, hardware or telecommunications equipment;
- Access or use the platform in any manner that could damage, disable, overburden, or impair any Clonable server or the networks connected to any Clonable server;
- Intentionally or unintentionally disrupt or interrupt the platform or violate any Laws relating to access to or use of the platform, violate any requirements, procedures, policies, or regulations of networks connected to the platform, or engage in any activity prohibited by the Agreement;
- Disrupt the security of, or otherwise cause damage to, the platform, materials, accounts, passwords, servers, or networks connected to or accessible through the platform or any affiliated or linked sites;
- Disrupt, interfere with, or prevent other users from using or enjoying the Platform or the Materials, or any other affiliated or linked sites, platforms, or content;
- Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the platform;
- Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Materials, use of the Platform or Materials, or access to the Platform or Materials;
- Hosting the platform, on a subscription basis or otherwise, without permission from Clonable, including an associated application, to allow a third party to use the platform to create, transmit or protect any Material;
- Defraud, slander or otherwise violate the legal rights (such as rights of privacy and publicity) of others; or
- Engage in other conduct that, in the sole discretion of Clonable, is considered inappropriate, improper or objectionable.
In addition, you agree to comply with all applicable laws, rules and regulations as a condition of using the Clonable service.
To enable us to protect the quality of our products and services, you hereby authorize our employees and representatives to access your account and data for any reason, at our sole discretion. We also reserve the right, but do not assume the responsibility, to monitor or review your conduct while using the Clonable service and platform. Your use of the Clonable service and platform is subject to all applicable local, state, national and international laws and regulations. You further acknowledge that you are responsible for obtaining or providing all access lines, telephone and computer equipment (including modem), or other devices, necessary to access the Platform, and paying all fees related thereto.
The platform is controlled and operated by Clonable from the Netherlands, and is not intended to subject Clonable to the laws or jurisdiction of any territory other than the State of the Netherlands. Clonable does not represent or warrant that the Clonable service and platform or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access the platform do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the availability of the platform, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
Applicable law and other general conditions
The Agreement does not create, nor shall it be construed to create, a partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Clonable. The Agreement will be governed by and construed in accordance with the laws of the Netherlands, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to the Agreement shall be brought only in courts located in the city of s'Hertogenbosch and you hereby consent and submit to the personal jurisdiction of such courts for the adjudication of any such action and you waive any objection as to jurisdiction, venue or inconvenient forum for such courts. You agree that any claim or cause of action arising out of your use of the Clonable service and the platform or the Agreement must be filed within one (1) year after such claim or cause of action arose or it will be forever barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, the failure by Clonable to enforce or exercise any provision of the Agreement or related right shall not constitute a waiver of that right or provision. If any provision of the Agreement is unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. Clonable may assign the Agreement, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense the Agreement or any of your rights or obligations under the Agreement without the express prior written consent of Clonable. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any preceding or succeeding breach or default. Headings, captions or paragraph headings in this Agreement are included only as a convenience to the reader and in no way constitute a definition or explanation of any paragraph or provision of this Agreement. This is the entire agreement between you and Clonable with respect to the subject matter herein and may not be modified by you. The Agreement will inure to the benefit of Clonable's successors, assigns and licensees. Without limitation, you agree that a printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Copyright and Copyright Notices
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that infringes copyright, please provide our Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed
- A description of where the material that you claim has been infringed is located on the platform;
- your address, telephone number and e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, your agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Amendments to the Agreement
Clonable reserves the right to modify the Agreement in its sole discretion and all modifications will be effective immediately upon publication. We will announce such changes by posting the revised draft of the Agreement on the Platform. You can determine when the Agreement was last revised by referring to the "Last revised on" legend at the top of this page. Your continued use of the Platform following any such changes shall be deemed to constitute your agreement to such changes. If you do not agree to the terms of the Agreement or any amendments thereto, please do not continue to use this platform.