Terms of Use

Last Updated: September 1, 2024

Effective Date: September 1, 2024

Thank you for using CloudSoul!

1. General terms

1.1 Your use of the Services is governed by this Agreement (the “Agreement”). “CloudSoul” means CloudSoul, S.à r.l., located at 21, Rue Edmond Reuter, L-5326 Contern, Luxembourg or affiliates involved in providing the Services. The “Services” means the services CloudSoul makes available through this website, the CloudSoul platform, and any other software or services offered by CloudSoul in connection to any of those.

1.2 In order to use the Services, you must first agree to the Terms of Use (the “Terms”). You can agree to the Terms by actually using the Services. You understand and agree that CloudSoul will treat your use of the Services as acceptance of the Terms from that point onwards.

1.3 You agree that purchases of Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by CloudSoul or any of its affiliates regarding future functionality or features.

2. Use of the Services

2.1 You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any end user (each, an “End User”) who is provisioned with an account under your account (an “End User Account”). You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User Account. You will promptly notify us if you become aware of any unauthorised access to or use of your account or our Services.

2.2 You agree not to (a) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by CloudSoul in connection with the Services, unless you have been specifically allowed to do so in a separate agreement with CloudSoul, or (b) engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Service).

2.3 Your use of the Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

3. Services policies and privacy

3.1 You agree to comply with the CloudSoul Acceptable Use Policy available at cloudsoul.net/acceptable-use (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.

3.2 The Services shall be subject to the privacy policy available at cloudsoul.net/privacy. You agree to the use of your data in accordance with such privacy policy.

3.3 CloudSoul shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime (of which you are given notice), or any unavailability caused by circumstances beyond CloudSoul’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving CloudSoul employees), Internet service provider failures or delays, or denial of service attacks.

4. Payment

4.1 You agree to pay all fees charged to your account (“Fees”) according to the prices and terms on the Pricing Page (cloudsoul.net/#pricing), or as otherwise stated in an Order Form. Price changes on the Pricing Page will be effective immediately for all price decreases or changes made for legal reasons. All other price changes will be effective 30 days after they are posted. We have the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. You authorise us and our third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted. Fees are payable in euros and are due upon invoice issuance, unless otherwise agreed in an Order Form. Payments are nonrefundable except as provided in this Agreement.

4.2 Unless otherwise stated, CloudSoul’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If CloudSoul has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide CloudSoul with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, CloudSoul is solely responsible for taxes assessable against it based on its income, property and employees.

4.3 If any charge owed by you is 30 days or more overdue, CloudSoul may, without limiting its other rights and remedies, suspend your access to the Services until such amounts are paid in full, provided we have given you 10 or more days’ prior notice that your account is overdue.

4.4. To dispute an invoice, you must contact [email protected] within thirty (30) days of issuance. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month.

5. Content

5.1 Customer Content. You and End Users may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). We call Input and Output together “Customer Content.” As between you and CloudSoul, and to the extent permitted by applicable law, you (a) retain all ownership rights in Input and (b) own all Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

5.2 Our Obligations for Customer Content. We will process and store Customer Content in accordance with our Enterprise privacy commitments. We will only use Customer Content as necessary to provide you with the Services, comply with applicable law, and enforce CloudSoul Policies. We will not use Customer Content to develop or improve the Services.

5.3 Your Obligations for Customer Content. You are responsible for all Input and represent and warrant that you have all rights, licenses, and permissions required to provide Input to the Services. You are solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for your use case, including by utilising human review as appropriate.

5.4 Similarity of Output. You acknowledge that due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar content from our services. Responses that are requested by and generated for other users are not considered your Output. Our assignment of Output above does not extend to other users’ output or any content delivered as part of a Third Party Offering.

6. Proprietary rights

6.1 You acknowledge and agree that CloudSoul (or CloudSoul’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6.2 Except as provided in Section 8, CloudSoul acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Customer Content that you create, submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Customer Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with CloudSoul, you are responsible for protecting and enforcing those rights and that CloudSoul has no obligation to do so on your behalf.

7. License from CloudSoul and restrictions

7.1 CloudSoul hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to access and use the Services and to use the software provided to you by CloudSoul as part of the CloudSoul. This license is for the sole purpose of enabling you to use the Services as provided by CloudSoul, in the manner permitted by the Terms.

7.2 You may not (and may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically granted permission to do so by CloudSoul; or (b) attempt to disable or circumvent any security mechanisms used by the Services.

8. License from You

8.1 CloudSoul claims no ownership or control over any Customer Content. You retain copyright and any other rights you already hold in the Customer Content, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Customer Content on or through the Services, you give CloudSoul a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Customer Content for the sole purpose of enabling CloudSoul to provide you with the Services.

8.2 You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place CloudSoul under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

8.3 You agree that CloudSoul, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicising your use of the Services.

9. Modification and termination

9.1 CloudSoul is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which CloudSoul provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

9.2 The term of this Agreement will commence upon the earlier of your online acceptance of these Terms, the Effective Date of an Order Form, or the date you first use the Services, and will remain in effect until terminated pursuant to this Section 8 (“Term”). If you purchase a subscription to the Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given before the start of the next renewal period.

9.3 Unless you purchase Services for a committed duration, you may terminate this Agreement at any time by deleting your account. Both you and CloudSoul may terminate this Agreement upon written notice (a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings. We may suspend your or any End User’s access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (iii) for repeated or material violations of the CloudSoul Policies. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.

9.4 Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, we will delete all Customer Content from our systems within 30 days, unless we are legally required to retain it.

10. Warranties

10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT CLOUDSOUL’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

10.3 CLOUDSOUL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLOUDSOUL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

11. Limitation of liability

11.1 SUBJECT TO SECTION 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLOUDSOUL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

11.2 THE LIMITATIONS ON CLOUDSOUL’S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT CLOUDSOUL HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12. Indemnification

12.1 CloudSoul agrees to indemnify you against any losses or damages finally awarded against you incurred in connection with a third party claim alleging that your use of the Services infringes or misappropriates any EU patent, copyright, or trade secret of such third party, provided that you (a) provide prompt written notice of such claim to CloudSoul, (b) grant CloudSoul the sole right to defend such claim, and (c) provide to CloudSoul all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, CloudSoul may, at its sole option, (i) revise the Services so that they are no longer infringing, (ii) obtain the right for you to continue using the Services, or (iii) terminate the Agreement upon 10 days’ notice.

12.2 You agree to hold harmless and indemnify CloudSoul, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “CloudSoul and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your Customer Content, 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, CloudSoul will provide you with written notice of such claim, suit or action.

13. Other content or resources

13.1 The Services may include hyperlinks to other web sites or content or resources or email content. CloudSoul may have no control over any web sites or resources which are provided by companies or persons other than CloudSoul.

13.2 You acknowledge and agree that CloudSoul is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

13.3 You acknowledge and agree that CloudSoul is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

14. Changes to the Terms

14.1 CloudSoul may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account.

14.2 You understand and agree that if you use the Services after the date on which the Terms have changed, CloudSoul will treat your use as acceptance of the updated Terms.

15. General legal terms

15.1 The Terms, including all Order Forms, constitute the whole legal agreement between you and CloudSoul and govern your use of the Services (but excluding any services which CloudSoul may provide to you under a separate written agreement), and completely replace any prior agreements between you and CloudSoul in relation to the Services.

15.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

15.3 If CloudSoul provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

15.4 You agree that CloudSoul may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. By providing CloudSoul your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

15.5 You agree that if CloudSoul does not exercise or enforce any legal right or remedy which is contained in the Terms (or which CloudSoul has the benefit of under any applicable law), this will not be taken to be a formal waiver of CloudSoul’s rights and that those rights or remedies will still be available to CloudSoul.

15.6 The Terms, and your relationship with CloudSoul under the Terms, shall be governed by the laws of the Grand Duchy of Luxembourg without regard to its conflict of laws provisions. You and CloudSoul agree to submit to the exclusive jurisdiction of the courts located within the Grand Duchy of Luxembourg to resolve any legal matter arising from the Terms.

15.7 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Services upon written notice to the assigning party.