Clonable ("Clonable" and/or "we") offers you a platform strictly under the following terms and conditions, which are non-negotiable and subject to change 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) by completing the registration process (c) by using the Platform in any way, such as downloading or uploading content or using the services made available by Clonable and/or third parties through the Platform, you become a customer of Clonable and you accept the following terms 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 will 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.Cn.clonable.net, etc., (the "Platform"). The Platform provides a multi-purpose translation service that allows you to convert 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 as of the "Last revised on" date at the bottom will automatically be deemed to be part of the Clonable service when first made available through the Platform.
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 by local laws and regulations from using the Platform; 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 its terms and conditions.
A condition for you to use the Clonable service and platform is that you are the legal owner of the website with respect to which you are using the platform, the Clonable service. In addition, it is a condition that you own all intellectual property in connection therewith (or a legal proxy of the website owner). 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 loan or otherwise transfer your email address or password your use of or access to the Clonable service and platform, to any third party. 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 immediately notify us 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 out" / 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 inaccurate, Clonable reserves the right to immediately terminate your account 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 forth on the platform (the "Fees") or are set forth in a separate contract for you as a customer. The Clonable services will be performed by Clonable after acceptance by Clonable of the online registration and full payment of the relevant Fees for the Clonable service as set forth on the Platform or in the special contract made with you as a customer.
Clonable may adjust the fees for the Clonable service once a year on January 1 using the Consumer Price Index of the CBS for the purpose of inflation adjustment. In case of inflation higher than 2% per month, Clonable may adjust the price monthly using the Consumer Price Index of the CBS.
In the event of non-payment of any fee due by way of, among other things, chargeback, fraud, declined credit card or for any other reason owed by you, Clonable has 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 due or any other right or remedy available to Clonable.
Clonable reserves the right to change its payment policies and fees charged for Clonable services from time to time, with such changes becoming effective 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 the fees for all Clonable services you purchase 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 occurs.
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 provided by you (including credit card information) could potentially be read and/or intercepted by a third party. Clonable is not liable for the interception and/or "hacking" of data or other unauthorized access to information provided by you for the purposes of the Clonable services.
License to use and access the Clonable service.
You acknowledge that the Platform may contain information, software, photographs, video, text, graphics, music, sounds or other materials (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 now existing or to be 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 computing environment is strictly prohibited. Unless otherwise expressly authorized by us in advance in writing, you agree not to reproduce, redistribute, sell, modify, rent, lease, loan, adapt, translate, create derivative works based thereon (in whole or in part), decompile, reverse engineer, disassemble or otherwise reduce the platform or the Clonable service, including any content, in whole or in part. 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 proprietary rights in the content they make available through the Clonable service and platform. The trade names, trademarks and service marks owned by us, registered or unregistered, may 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 attempts to be as accurate as possible. Clonable does not, however, guarantee that product descriptions, text, and/or other translated information from your website are accurate, complete, reliable, current, and/or error-free. Notwithstanding the disclaimer of quality assurance specified above, Clonable, but has no obligation to, will use your website user behavior to improve the product quality of the Clonable service. You agree that neither Clonable, nor its affiliates and service providers shall be held liable for any inaccurate, incomplete, unreliable or erroneous operation with respect to the Clonable services and translated information on your website.
The definition of "materials submitted through the Clonable service and platform" herein is the whole and any data, information, text, software, sound files, images, photographs, graphics, video, messages, files, links or any other material ("Materials") on your website, regardless of whether it is scripted, hidden by password or otherwise secured. 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 them in whole or in part 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, photos or images posted or related materials. By submitting materials to your website, you represent and warrant that you own all right, title and interest in such materials and likenesses contained in such materials. You acknowledge and agree that (a) we reserve the right (but are not obligated) to evaluate the materials before allowing 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 any or all of the following actions: (i) monitor the submission of materials; (ii) modify, remove or refuse to post or allow materials to be posted or stored; 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, visitors to the platform, 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 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 other prohibited transaction; (c) you are engaging in criminal activity; or (d) the Materials are of a hateful nature. Under no circumstances will 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 but not limited to republication) or misuse by any third party of information voluntarily disclosed 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 to which you do not have the necessary rights. In particular, any unauthorized use of copyrighted material in your materials (including through reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public through the platform) may infringe the rights of third parties and is strictly prohibited. Such infringements may result in termination of the Agreement, your access to the Platform and may also result in civil or criminal proceedings against you by or on behalf of the relevant rights holder.
Clonable agrees to use reasonable efforts to attempt 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 is 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.
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 as 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 any intellectual property or other proprietary right, including the right 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, arising out of or resulting from your Material, your use of the Platform your connection to the platform, any claim that your material caused harm to anyone else, any dealings between you and anyone else advertising or promoting through the platform, your violation of the terms of the agreement, or your violation of any rights whatsoever, including intellectual property rights.
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 constantly available, uninterrupted, timeless, secure, or error-free; (b) the results that will be obtained from the use of the Platform and Content 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 defects in the Platform or Content will be corrected. No advice or information, 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 and conditions. Clonable specifically disclaims any liability with respect to any 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 resulting from the download. Clonable assumes no liability for any computer virus or similar code downloaded onto the platform user's computer. Clonable assumes no responsibility for platforms or materials provided by third parties accessible 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 users have with such third parties are at their 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 will have no liability with respect to material arising under intellectual property rights, defamation, privacy, publicity, obscenity or other laws. Clonable also disclaims all liability with respect to the use, misuse, loss, alteration or unavailability of any material. Clonable will not be liable for any loss you may incur as a result of someone else using your password or account or account information in connection with the platform, with or without your knowledge.
In no event shall 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 resulting from loss of use, data or profits, whether or not foreseeable or if Clonable was 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 shall limit or exclude Clonable's liability for the gross negligence or willful misconduct of Clonable or its employees, or for death or personal injury. Clonable's total liability and that of its shareholders, affiliates, licensors and suppliers under or in connection with this agreement will be limited to the monthly amount payable stated in the agreement between Clonable and you. This limitation will 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.
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 arising from the multi-purpose translation service that enables you to convert your local site into a multi-language website, apart from the right to use such Intellectual Property on the Platform as expressly set forth in this Agreement. You will do all things necessary to protect the rights of Clonable as set forth in this paragraph 16, and at Clonable 's request, you will 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, but not limited to, if we believe that you have violated or acted in violation of the letter or spirit of the Agreement. We will also terminate your account upon receipt of reliable information regarding 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 under any provision of the Agreement may be effected without 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 terminate the Clonable Service, including, but not limited to (i) limiting the time that the Clonable Services are available, (ii) limiting the authorized 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 use of the Clonable Service; (c) change and/or waive any 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 termination 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 understand 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 of it, your sole remedy is to cease 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 fully governed 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 circumvent any access or use restrictions established by Clonable to prevent certain use of the Platform.
You agree not to use, or encourage or permit others to use, the Platform to:
- Use the platform or materials in such a way that a user is misled into believing that they are in direct contact with Clonable;
- 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;
- 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;
- 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 in connection therewith.
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 that of 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.
Clonable may provide notice to you via email, a notice on the platform, or other reasonable means. You must give Clonable written notice via email or as otherwise expressly provided by Clonable. Clonable may broadcast, distribute or display notices or messages through the Clonable service to inform you of changes to the Agreement, the Clonable service and platform, privacy policies or other matters of interest. Such broadcasts, distributions or displays of information constitute notice to you.
The Agreement does not create, and shall not 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 laws. The Agreement and any further agreements resulting from it shall be governed by the laws of The Netherlands. You agree that any action at law or in equity arising out of or related 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 such action and waive any and all objections 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 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 rights 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 a 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 for the convenience of 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.
Clonable reserves the right to modify the Agreement at its sole discretion, and any changes 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 viewing "Last revised on" at the bottom of this page. By continuing to use the Platform after such changes, you will be deemed to have agreed to such changes. If you do not agree to the terms of the Agreement or any amendments thereto, please cease using this platform.
Last revised May 08, 2023