Last updated: August 30th 2021
The Cloutik service is a RouterOS management solution which is owned and operated by Valbray Development, a French company located at 184 Quai Franklin Roosevelt 92130 Issy les Moulineaux, France, referred hereinafter as the “Company”.
If by any reason you do not agree to these Terms, you shall not use the Cloutik service and you will be prevented from accessing and using the Cloutik service.
These Terms of Service describe the rights and responsibilities when using the Cloutik service. Please read them carefully, it is an agreement you must accept in order to use Cloutik Service (as defined below).
It is applicable to any user or organization that set up a Cloutik account.
By accessing and using the Cloutik service, you agree to be bound by this ToS. If you are entering into this ToS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this ToS. If you do not have such authority, or if you do not agree with this ToS, you may not use the Service. You acknowledge that this ToS is a contract between you and Cloutik, even though it is electronic and is not physically signed by you and Cloutik, and it governs your use of the Service.
The Company may, in its sole discretion, modify or revise the ToS and subscriptions at any time without notice to you, and you agree to be bound by such modifications or revisions. Unless explicitly stated otherwise, any new features that improve the current Service shall be subject to the ToS. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the ToS at any time at: https://www.cloutik.com/terms
Description of Service
Cloutik is a web-based RouterOS management solution (the “Cloutik Service”). Your use of the Service is at your sole risk. The service is provided on an AS IS and AS AVAILABLE basis. You understand that your content may be transferred unencrypted over the internet.
The Customer is solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to his jurisdictional territory, and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for the Customer use, and not for the use or benefit of any third party.
To sign up for the Cloutik Service, the Customer must register for an account on the Services (an “Account”). The Customer must provide accurate and complete information and keep the Account information updated.
The Customer shall not:
- Select or use as a username a name of another person with the intent to impersonate that person;
- Use as a username a name subject to any rights of a person other than you without appropriate authorization; or
- Use, as a username, a name that is otherwise offensive, vulgar or obscene.
The Customer is solely responsible for the activity that occurs on its account and for keeping its account password secure. The Customer may never use another person’s user account or registration information for the Services without permission. The Customer must notify the Company immediately of any change in its eligibility to use the Service, breach of security or unauthorized use of its account. The Customer should never publish, distribute or post login information for its Account. The Customer shall have the ability to delete its Account, either directly or through a request made to the Company technical support. The Company will not be liable for any loss or damage as a result of The Customer failure to provide the Company with accurate information or to keep its Account secure.
Providing the Services
The Company will (a) make the Services available to the Customer as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services and any processing related to such use or otherwise necessary for the performance of the Contract.
Keeping the Services Available
For all Service plans, the Company will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. The Company expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.
Protecting Customer Data
The protection of Customer Data is a top priority for the Company. We will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security policy. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control.
Customer Data include Customer email address and devices Mac addresses. The Customer will own all Customer Data. Customer may delete all Customer Data at any point.
The Customer will be able to update its preferences. Customer may be notified by email when it has deleted any data.
In order for the Company to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and your Users, to index it so you are able to search it, to make backups to prevent data loss, to communicate to your email to inform you about any service improvement, and so on.
Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as OVH, Microsoft Azure, Google Cloud Computing and Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.
Service logs for the Users will be retained for a period of 12 months. Access logs include User’s email, MAC addresses, IP addresses, location address, session time and data transferred. This data will be retained in case any legal authorities request it.
You agree that you will use the Service in compliance with all applicable local, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You agree that you will not transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the Service that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by us in our sole discretion, you know is false, misleading, untruthful or inaccurate, constitutes unauthorized or unsolicited advertising, fraudulent or inappropriate purpose; impersonates any person or entity, including any of our employees or representatives, includes anyone’s identification documents or sensitive financial information.
You acknowledge that the Cloutik technical team shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of your Data that is available via the Service if we identify any violations of this ToS or in response to a complaint. You must evaluate, and bear all risks associated with, the use of Your Data, including any reliance on the accuracy, completeness, or usefulness of Your Data.
Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to government penalties and other legal consequences.
Notwithstanding the customers’ place of residence or point of access or use of the platform, any action related to these terms of service will be governed by French law. No choice of law rules of any jurisdiction will apply. Any disputes, actions, claims or causes of action arising out of or in connection with these terms or the service shall be subject to the exclusive jurisdiction of the French courts.
The Cloutik Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade accounts, or for months unused with an open account.
For Customers that purchase our Services, the Cloutik fees are available upon request and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
Upon cancelling an account, the Customer account will be deleted with immediate affect. No refunds or part-refunds may be given for any time remaining.
Payments not made within ten (10) days of invoicing will be deemed in arrears. For accounts in arrears, if any amount is more than ten (10) days overdue, without the requirement of providing notice of such arrears, the Company may suspend service to such account and bring legal action to collect the full amount due, including any attorneys’ fees and costs.
Suspension for Nonpayment
If a Subscriber is past due on their balance, Cloutik may send up to three (3) email notifications within a fifteen (15) day period before suspending the Subscriber’s account. the Company reserves the right to delete the Subscriber’s Services after the final termination notice.
All fees are inclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties.
To the services
Cloutik reserves the right to make commercially reasonable updates to the Service at any time for any reason with or without notice.
To the agreement
Cloutik may make changes to this Agreement, including any linked documents from time to time. Unless otherwise noted by Cloutik, changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they may be effective immediately. If Customer does not agree to the revised Agreement, the customer must stop using the service.
To the fees
Cloutik reserves the right to modify or revise Service fees at any time, and you agree to be bound by such modifications or revisions.
Cancellation and Termination
You are solely responsible for the proper cancellation of your account. You may cancel your account at any time through the Account settings. An email or phone request to cancel your account is not considered cancellation. There will be no refund if you cancel the Service before the end of your current, paid-up period, and you will not be charged thereafter. There is no cancellation fee. Cancellation is immediate, and all of your Content will be immediately deleted from the Service upon cancellation. Cloutik may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system.
Intellectual Property Rights
You acknowledge that Cloutik owns all right, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Cloutik claims no intellectual property rights over the material you provide to the Service.
Technical Support Services
Customer is responsible for technical support of any services provided.
Subject to payment of Cloutik service fees, Cloutik will provide support to Customer during the Term in accordance with the support guidelines.
The Customer is permitted to state publicly that it is a customer of Cloutik service, consistent with the Trademark and Brand Guidelines. If the Customer wants to display the Cloutik logo in connection with its use of the Services, Customer must obtain written permission from Cloutik. The Company may include Customer’s name or brand in a list of Cloutik customers, online or in promotional materials. The Company may also verbally reference the Customer as a customer of the Cloutik service. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s brand will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its brand under this Section with written notice to the other party and a reasonable period to stop the use.
Warranties and Liability
The Company does not warrant that:
- the Services will meet any Customer requirements or expectations,
- the Service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data
- bugs or errors will be corrected,
- the mathematical calculations performed by the Service is accurate.
The Services are provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law. You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from your usage of the Cloutik Service.
Neither the Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
You must not stalk, exploit, threaten, abuse or otherwise harass another user and any Cloutik employee. Doing so will result in an immediate deletion of your services. We do not tolerate abuse in any form.
The Customer agree to hold harmless and indemnify the Company, and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, the Company will provide you with written notice of such claim, suit or action. The failure of the Company to exercise or enforce any right or provision of the Terms Of Service shall not constitute a waiver of such right or provision. The TOS constitutes the entire agreement between the Customer and the Company and govern your use of the Service, superseding any prior agreements between the Customer and the Company (including, but not limited to, any prior versions of the TOS).
If you have any questions regarding this Terms of Service or if you wish to discuss the terms and conditions contained herein please contact our team on firstname.lastname@example.org.