This document is a Service Level Agreement (“SLA” or “Agreement”) between CloudMention and the customer for the provision of specified services (“Services”) detailed in the invoice (“Invoice”).
In the event of any discrepancies between the Invoice and this Agreement, the terms of this Agreement will take precedence.
BY PAYING THE INVOICE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT
Services & Fees
CloudMention will provide the Services as specified in the Invoice, subject to the terms and conditions of this Agreement. Fees for the Services must be paid in advance as outlined in the Invoice (“Fees”). We are not obligated to provide the Services until the Fees are fully paid. The Fees are non-refundable. Any changes or modifications to the Services, unless expressly agreed upon by both parties, may result in additional charges.
Intellectual Property & Ownership
Except for rights expressly granted in this Agreement, neither party transfers any of its Intellectual Property rights to the other. Each party retains exclusive ownership of its Intellectual Property developed before or outside the scope of this Agreement.
You grant CloudMention a non-exclusive, royalty-free license to use any content and data you submit (“Customer Data”) for providing the Services. We will retain and own a copy of any non-personally identifiable or aggregated data generated or collected through your use of the Services.
Disclaimer on Warranties
USING THE SERVICES ON CLOUDMENTION, INCLUDING ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED, IS AT YOUR OWN RISK. CLOUDMENTION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CLOUDMENTION MAKES NO WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.
WE DO NOT GUARANTEE ANY RESULTS FROM USING THE WEBSITE. WE RESERVE THE RIGHT TO UPDATE, IMPROVE, TERMINATE, SUSPEND, OR OTHERWISE MODIFY ANY PART OF THE CLOUDMENTION WEBSITE AT OUR SOLE DISCRETION WITHOUT NOTICE.
Limitation on Liability
CLOUDMENTION, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE WEBSITE OR ANY RELATED SERVICES OR CONTENT. THIS INCLUDES DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS PERSONAL INJURY, EMOTIONAL DISTRESS, LOSS OF REVENUE, PROFITS, BUSINESS, ANTICIPATED SAVINGS, USE, GOODWILL, OR DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE RELEASED PARTIES FROM ANY THIRD-PARTY CLAIMS RESULTING FROM THE CUSTOMER DATA YOU PROVIDE.
Governing Law
This Agreement is governed by the laws of the State of California. You consent to the exclusive jurisdiction of the courts in the State of California and agree that any action under this Agreement will be brought exclusively in Los Angeles County.
General
This Agreement, together with the Invoice, constitutes the entire agreement regarding its subject matter. No other terms, conditions, representations, warranties, or collateral agreements, express or implied, exist outside of this Agreement. The invalidity or unenforceability of any provision will not affect the validity of any other provision, which will remain in full force and effect.
The parties are independent contractors, and this Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship. If any event beyond our control interferes with or delays our performance of the Services, non-performance will not be considered a breach, provided we notify you promptly, and our obligations will be extended as reasonably necessary.
We reserve the right to change the position of any listed placement and modify or alter review ratings and content without prior notice unless otherwise expressly agreed in writing.
THE TERMS AND CONDITIONS IN THIS AGREEMENT APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW AND ARE ESSENTIAL FOR PROVIDING THE SERVICES.