THE LEGAL AGREEMENTS SET OUT BELOW ARE BETWEEN YOU AND CLOWDY LTD ("Clowdy") AND APPLY TO YOUR USE OF THE ENTIRE CONTENTS OF THIS WEBSITES AND TO ANY ASSOCIATED SERVICES OWNED OR OPERATED BY US (THE "Service"). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE. USING THE SERVICE INDICATES THAT YOU ACCEPT THESE TERMS REGARDLESS OF WHETHER OR NOT YOU CHOOSE TO REGISTER WITH US.
This notice is issued by Clowdy Ltd, whose registered office is at 3rd Floor, The Triangle, 37 Hanging Ditch, United Kingdom, M4 3TR. Clowdy is a company registered in England and Wales with company number 8195808.
1.1 You may access most areas of the Service without registering your details with us. Certain areas of the Service are only available to you if you register and are signed in.
1.2 By accessing any part of the Service, you shall be deemed to have accepted this legal notice in full. If you do not accept this legal notice in full, you must leave the Service immediately. If you breach any of the terms in this legal notice, your permission to use the Service automatically terminates.
1.3 Clowdy may revise this legal notice at any time by updating this posting. You should check this web page from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages on the Service.
1.4 Clowdy may from time to time offer other services which may be subject to different terms and conditions and which terms will be notified to the user of the relevant service and which will apply to that particular service, failing which the terms of this legal notice will apply.
1.5 Children under 18 years of age must have permission from their parents or legal guardians to use the Service. Even if you are old enough to use the Service and/or have your parents or guardian's permission, some of the content available within the Service may not be appropriate for you. Some content may contain nudity, profanity, and mature subject matter. If you are under 18, do not view such content.
2. SERVICE PROVIDED
The Service is a hosting service. Registered users of the Service may submit, upload and post video, audio, text, photos, pictures, graphics, comments, and other content, data or information ("Content"), which will be stored by Clowdy at the direction of such registered users, and may be shared and distributed by such registered users, and other users of the Service, using the tools and features provided as part of the Service. The Service also enables registered users to interact with one another and to contribute to discussions, and enables any user of the Service (who may or may not be registered users of the Service) to view, watch, listen to and share Content uploaded and made available by registered users. There are Subscription options which give further functionality to the Service which is detailed below (Section 10).
We may, from time to time, release new tools and resources on the Service or introduce other software and/or features for the Service. Any new services and features will be subject to these Terms and Conditions as well as any additional terms and conditions that we may release for those specific services or features.
Once you have confirmed your agreement in full to the terms of this license, you will then be able to use the search facilities on the Service to attempt to locate, where available, from the Users the information specified in your search request.
3. CLOWDY INTELLECTUAL PROPERTY
3.1 Unless otherwise stated, and excluding user Content, the copyright and other intellectual property rights in all material on the Service (including without limitation photographs and graphical images) are owned by Clowdy or its licensors.
3.2 No part of the Service may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Clowdy's prior written permission.
3.3 Any rights not expressly granted in these terms are reserved.
4. USER CONTENT
4.2 By uploading Your Content to the Service, you initiate an automated process to transcode any Content and direct Clowdy to store Your Content on our servers, from where you may control and authorise the use, reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Content on the Service. To the extent it is necessary in order for Clowdy to provide you with the Service, you hereby grant such licences to Clowdy on a limited, worldwide, non-exclusive, royalty-free and fully paid basis.
4.3 You are prohibited from posting or transmitting to or from the Service any material:
- (a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
- (b) for which you have not obtained all necessary licences and/or approvals from the relevant persons including without limitation with respect to any third party intellectual property rights, from the owners of such rights and in this regard you are referred to our policy on intellectual property law;
- (c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or
- (d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
4.4 Links to third party websites on user Content within the Service are provided solely for your convenience. If you use these links, you leave the Service. Clowdy has not reviewed these third party websites and does not control and is not responsible for these websites or their content or availability. Clowdy therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party s linked to the Service, you do so entirely at your own risk.
4.5 If you would like to link to any part of the Service or embed any content on to a third party website via our widget ("Widget"), you may only do so on the basis that you link to, but do not replicate, the home page of the Service, and subject to the following conditions:
- (a) you do not remove, distort or otherwise alter the size or appearance of any of our trading names, logos and/or trade marks;
- (b) you do not create a frame or any other browser or border environment around the Service;
- (c) you do not in any way imply that Clowdy is endorsing any products or services other than its own;
- (d) you do not misrepresent your relationship with Clowdy nor present any other false information about Clowdy;
- (e) you do not otherwise use any trade marks displayed on the Service without express written permission from Clowdy;
- (f) you do not link from a website that is not owned by you; and
- (g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
4.6 By linking to the Service or embedding a Widget, in a third party website, you agree that you do and will continue to comply with clause 4.4 linking and embedding requirements.
4.7 Clowdy expressly reserves the right to revoke the right granted in clause 4.5 for breach of these terms and to take any action it deems appropriate.
5. USER CONDUCT
5.1 In using the Service, you must behave in a civil and respectful manner at all times. Further, you will not:
- (a) Act in a deceptive manner by, among other things, impersonating any person;
- (b) Harass or stalk any other person;
- (c) Harm or exploit minors;
- (d) Distribute "spam";
- (e) Collect information about others; or
- (f) Advertise or solicit others to purchase any product or service within the Service (unless you are an official Clowdy partner or advertiser and have a written agreement with Clowdy).
Clowdy has the right, but not the obligation, to monitor all conduct on and content submitted to the Service.
5.2 You may not misuse the Service (including, without limitation, by hacking).
5.3 You must not copy, rip or capture, or attempt to copy, rip or capture, any Content from the Service or any part of the Service, other than by means of download in circumstances where the relevant user has elected to permit downloads of the relevant item of Content.
5.4 You must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Service, except (i) where such Content is Your Content, or (ii) as permitted under these Terms can Conditions, and within the parameters set by the owner of the Content (for example, under the terms of Creative Commons licences selected by the owner of the Content).
5.5 You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Service offering.
5.6 You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of Your Content on the Service, or to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play Content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service.
5.7 You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
6. THIRD PARTY COPYRIGHTS
Clowdy respects the intellectual property rights of others. If you believe that your copyright has been infringed, please send us a notice as set forth in our Copyright Policy which is incorporated into this Agreement.
7.1 When/if registration is required, each registration is for a single user only. Clowdy does not permit you to share your user name and password with any other person, even family, nor with multiple users on a network.
8. INFORMATION PROVIDED
8.1 You hereby confirm and agree that any information ("Information") that you may provide Clowdy from time to time whether for the purposes of registration for use of the Service or otherwise will be true, accurate, complete and not in any way misleading and you agree that any such Information will be updated by you promptly as and when necessary to ensure that the Information remains at all times true, accurate, complete and not in any way misleading.
8.2 If for any reason the Information is not true, accurate, complete and/or is misleading or Clowdy suspects this to be the case, Clowdy hereby reserves the right to suspend, terminate your ability to use the Service, restrict your future ability to access the Service and/or require you, and you agree to immediately comply with any such request, to destroy any copy of software for use on the Service which you may have use and/or control of.
Registered Clowdy users may access the Service by any of our several Subscriptions:
- Free Service: an ad-based, free-of-charge service;
- Premium Service: a subscription fee-based service which enables you to listen or watch to Content while not connected to the internet on a mobile device, and removes some advertising from areas of the Service, among other features; or
- Silver Publisher Service: a subscription fee-based service which enables you to have more features for Your Content, including disabling downloads, higher priority uploads, advanced statistics on Your Content, among other features; or
- Gold Publisher Service: a subscription fee-based service which enables you to have more features for Your Content, including higher priority uploads, advanced statistics on Your Content, custom colours when Your Content is shared, among other features;
Please see our current Premium and Publisher pages for specific features. All fees may be subject to taxes. Clowdy may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason, and may change the price for the Paid Subscriptions from time to time, and will communicate any price changes to you. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. By continuing to use the Service after the price change takes effect, you accept the new price.
The Premium Service permits you to store cached content on up to three (3) personal computers, mobile handsets and/or other relevant devices (collectively "Devices") while your Premium Service subscription is active. You may not transfer copies of cached content to any other device via any means. The Premium Service, Silver Publisher Service and the Gold Publisher Service are hereinafter referred to as "Paid Subscriptions".
9.2 Cancellation of Paid Subscriptions
If you reside in a Local Country which is part of the European Union and have purchased a Paid Subscription, you have the right to change your mind and receive a full refund within fourteen (14) days of purchase (the "Cooling-off Period"), but only if you have not logged in or otherwise redeemed or started to consume them.
If you have a Paid Subscription, your payment to Clowdy will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. However, if you cancel your payment and/or terminate the Terms and Conditions after the Cooling-off Period is over (where applicable), and/or before the end of the subscription period, we will not refund any subscription fees already paid to us.
From time to time, we may offer trials of the Paid Subscriptions for a specified period without payment (a "Trial"). Clowdy reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and to withdraw or to modify a Trial at any time without prior notice and with no liability.
For some Trials, we'll require you to provide your payment details to start the Trial. At the end of such Trials, we may automatically start to charge you for the Paid Subscription on the first day following the end of the Trial, on a recurring monthly basis. By providing your payment details in conjunction with the Trial, you agree to this charge and Paid Subscription terms 9.1 and 9.2. If you do not want this charge, you must change your Subscription to the Free Service through your Clowdy account's settings before the end of the Trial.
10.1 These Terms and Conditions will continue to apply to you until terminated by either you or Clowdy. Clowdy may terminate the Terms and Conditions or suspend your access to the Service at any time, including in the event of your actual or suspected unauthorised use of the Service or non-compliance with the Terms and Conditions.
10.2 If you or Clowdy terminate the Terms and Conditions, or if Clowdy suspends your access to the Service, you agree that Clowdy shall have no liability or responsibility to you and Clowdy will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
10.3 We will suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Clowdy at its discretion.
10.4 We do not offer refunds to Paid Subscriptions whose accounts are terminated as a result of a repeated infringement of these Terms and Conditions.
11.1 Clowdy reserves the right to modify the Terms and Conditions. You are responsible for providing your own access to the Service. Clowdy has no obligation to screen or monitor any content and does not guarantee that any content available on the Service complies with the Terms and Conditions or is suitable for all users.
11.2 Clowdy provides the Service on an "as is" and "as available" basis. You therefore use the Service at your own risk. Clowdy expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Clowdy makes no representations or warranties:
- (a) That the Service will be uninterrupted or error-free;
- (b) That the Service will be permitted in your jurisdiction;
- (c) Concerning any Content submitted by any user;
- (d) Concerning any third party's use of Content that you upload;
- (e)That Your Content will be made available on the Service or will be stored by Clowdy;
- (f) That Clowdy will continue to support any particular feature of the Service;
- (g) That the Service will meet your business or professional needs;
- (h) Concerning sites and resources outside of the Service, even if linked to from the Service.
12.1 While Clowdy endeavours to ensure that the Service is normally available 24 hours a day, Clowdy shall not in any way be liable if for any reason the Service is unavailable at any time or for any period. Access to the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Clowdy's control.
12.2 Clowdy, any other party (whether or not involved in creating, producing, maintaining or delivering the Service), and any of Clowdy's group companies and the officers, directors, employees, shareholders or agents of any of them, exclude any and all liability and responsibility for any amount or kind of claim, loss or damage that may result to you or a third party in any way in connection with:
- (a) the Service in any way;
- (b) the use, inability to use or the results of use of the Service; or
- (c) any websites linked to the Service or the material on such websites.
12.3 Nothing in this legal notice shall exclude or limit Clowdy's liability for:
- (a) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
- (b) fraud; or
- (c) any liability which cannot be excluded or limited under applicable law.
12.4 If, as a result of using the Service or any material on it, you require servicing, repair or correction of equipment, software or data, you agree that you alone will bear any and all costs related to such servicing, repair or correction and that Clowdy shall not in any way be responsible to you in this regard.
You agree to indemnify and keep Clowdy and its subsidiaries, affiliates, officers, employees, agents and other partners harmless from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with your negligence, default or breach of these Terms and Conditions, use of the Service including in particular (but without limitation) the misuse or breach of any third party's intellectual property rights.
14. DEALINGS WITH THIRD PARTIES
14.1 You acknowledge and agree that Clowdy is not in any way responsible for any products and/or services you use and/or purchase from any providers of such products and/or services found on or through the Service.
14.2 Accordingly, any dealings between you and such providers of products and/or services are between you and that provider and do not in any way involve Clowdy and/or any party related to or associated with it. Clowdy is not therefore responsible for and, to the maximum extent permitted by law, hereby excludes any and all liability relating to or arising from any loss and/or damage that you may suffer as a result of any such dealings.
15. TRADE MARK
All trademarks and service marks of Clowdy and its subsidiaries or affiliates displayed on the Service and/or associated with the Content are subject to EU and/or international trademark protection. Unless expressly authorized by Clowdy you may not use its trademarks or service marks in any manner whatsoever, including, but not limited to, with respect to any product or service that is not provided by Clowdy, in any manner that is likely to cause confusion among customers, and/or in any manner that might disparage or discredit Clowdy and/or any of its subsidiaries or affiliates. All other trademarks appearing on the Service and/or associated with the Content are the property of their respective owners, including third-party providers of products and services with links to and/or from the Site.
The following trade marks register or are pending to Clowdy Ltd and must not be used in any way without the prior written consent of a duly authorised officer of Clowdy:
16.1 The failure by us to exercise or delay in exercising a right or remedy provided to us by this legal notice or by any applicable law does not constitute a waiver by us of our right or remedy or a waiver by us of our other rights or remedies.
16.2 A waiver by us of a breach of any of the terms of this legal notice or of a default by you under this legal notice does not constitute a waiver by us of any other breach or default and shall not affect the other terms of this legal notice.
16.3 A waiver by us of a breach of any of the terms of this legal notice or of a default by you under this legal notice will not prevent us from subsequently requiring you to comply with the waived obligation.
17. ENTIRE AGREEMENT
This Agreement incorporates the following documents by reference:
This Agreement constitutes the entire understanding between Clowdy and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.
18. GOVERNING LAW AND JURISDICTION
This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.
Updated: 3rd February 2014