Client Agreement

This Client Agreement (the “Agreement”) is a binding contract between Cloud By Day Group Pte. Ltd. (“Cloud By Day Group Pte. Ltd.”, “we”, “us”), the operator of the Cloudy CMS digital-signage service (the “Service”), and the organisation on whose behalf you create an account or use the Service (the “Customer”, “you”).

1. Parties and definitions

“Service” means the Cloudy CMS dashboard, APIs, and device software. “Customer Content” means the media and other materials you upload or display through the Service. “Account” means your organisation’s tenancy in the Service, including all users under it.

2. Electronic acceptance

You accept this Agreement by clicking “I agree” (or a similar control) or by continuing to access or use the Service. You confirm that you are authorised to bind the Customer, and that such electronic acceptance has the same legal effect as a handwritten signature. We record the identity, version, date, and time of each acceptance. Where we publish a new version of this Agreement, continued use after its effective date, or a fresh click-to-accept, constitutes acceptance of that version.

3. The Service and licence to use

Subject to this Agreement, we grant the Customer a non-exclusive, non-transferable right to access and use the Service to upload media, build playlists, and publish content to display devices the Customer owns and controls. We may add, change, or remove features at any time. The Service, including its software, design, and trademarks, remains our property; this Agreement grants no rights to our intellectual property beyond the limited right to use the Service.

4. Fees and invoicing

Fees for the Service are as stated in the invoice we issue to the Customer. Pricing is set by us at our discretion, may be agreed individually with each Customer, and may therefore differ between customers. No price is fixed by this Agreement — the applicable fees, billing cycle, and payment terms are those set out in the Customer’s invoice. Fees are payable by the due date stated on the invoice, are exclusive of taxes unless stated otherwise, and are non-refundable except where required by law. We may suspend the Service for overdue payment.

5. Customer content and responsibilities

5.1 Your content, your rights

You retain ownership of Customer Content. You grant us a limited licence to store, process, and transmit Customer Content solely to operate the Service. You represent that you hold all rights necessary to display Customer Content and that it is lawful and does not infringe third-party rights. You are responsible for all activity under your Account and on devices you link, and for keeping account credentials secure.

5.2 External Sources you point a screen at

The Service can display material that we neither host nor supply: a web page at an address you enter, a video or live stream you link, and anything a third party serves through them (“External Sources”). An External Source is Customer Content for the purposes of this Agreement. You choose it, you decide when and where it plays, and responsibility for it is yours alone. We do not select, commission, endorse, review, host or re-transmit External Sources, we have no control over what a third party serves at an address you have entered or over how that changes over time, and the Service’s ability to display something is not a representation by us that displaying it is lawful or licensed.

You represent and warrant that, for every External Source you display, you hold all rights, permissions, licences and consents required to display it on the screens you display it on. This includes, where they apply, the public-performance, communication-to-the-public and re-transmission licences that showing music, audio, film, television, sporting or other live broadcast content on a screen in a commercial, public or workplace setting requires in the territory where that screen operates — whether obtained from the rights holder directly or through the collective management organisations or licensing bodies responsible in that territory. Obtaining those licences, paying the associated tariffs and keeping them current is your responsibility, and nothing in the fees you pay us includes, covers or contributes to them.

You must not use the Service to display material that infringes copyright or any other right, that re-transmits a broadcast, stream or subscription service without the authorisation of the person entitled to give it, that circumvents a paywall, geographic restriction or technical protection measure, or that is otherwise unlawful where the screen operates. You must also comply with the terms of any third-party service an External Source depends on. Our Acceptable Use Policy forms part of this Agreement and sets this out in full.

5.3 We do not monitor, and we may remove

We do not pre-screen Customer Content or External Sources and we are under no obligation to monitor them. We may, without liability to you, remove or disable any Customer Content or External Source, or suspend a screen or an Account, where we receive a credible complaint of infringement or illegality, where the law or a provider we depend on requires it, or where continuing to display it would expose us to liability. Notices of alleged infringement, and requests to take material down, go to support@cloudycms.app and should identify the material, the screen or Account concerned, and the right relied on. Acting on such a notice is not an admission by us and does not limit any remedy we have against you.

6. Marketing and publicity licence

The Customer grants Cloud By Day Group Pte. Ltd. a perpetual, irrevocable, worldwide, royalty-free, sub-licensable licence to use and display the Customer’s name, trade name, and logo to identify the Customer as a customer of the Service in our marketing, promotional, website, and reference materials. This licence survives the suspension, inactivity, expiry, termination, or deletion of the Account and continues in effect notwithstanding the end of any other part of this Agreement. The Customer may request a particular usage be discontinued going forward by written notice, but the licence itself, and our right to reference the past customer relationship, remains, unless stated otherwise.

7. Term, suspension, and termination

This Agreement applies for as long as you have an Account or use the Service. You may stop using the Service at any time. We may suspend or terminate access for breach of this Agreement, non-payment, or to protect the Service or other users. On termination your right to use the Service ends and we may delete Customer Content after a reasonable period. Clauses that by their nature should survive termination - including clause 5.2 (External Sources), clause 6 (Marketing and publicity licence), clause 8 (including the indemnity), fees accrued, disclaimers, and limitation of liability - survive.

8. Warranties, liability, and indemnity

The Service is provided “as is” and “as available” without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement. To the maximum extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Our total aggregate liability for any claim arising out of or relating to the Service will not exceed the fees paid by the Customer in the 12 months preceding the claim. We are not liable for the content, availability, legality or licensing of any External Source, or for any loss arising from what a third party serves to a screen at an address you selected.

You will indemnify, defend and hold harmless Cloud By Day Group Pte. Ltd., its officers, employees and contractors against any claim, demand, proceeding, fine, tariff, settlement, loss or expense (including reasonable legal costs) arising from or relating to Customer Content, any External Source you displayed, the absence of a licence required to display or perform it publicly, or your breach of this Agreement or the Acceptable Use Policy. This includes a claim brought by a rights holder, a broadcaster, or a collective management or licensing body, and it survives termination.

9. Data protection

We handle personal data in accordance with our Privacy Policy and the Singapore Personal Data Protection Act (PDPA). This clause sets out how we each handle personal data; the Privacy Policy sets out what we collect and who receives it, and forms part of this Agreement.

9.1 Which of us is responsible for what

You are responsible for personal data you put into Customer Content and for personal data about the people at your premises. We process that data on your behalf and on your instructions. We are separately responsible, in our own right, for the account and operational data we need to run the Service — your users’ account details, authentication and activity records, device telemetry, and billing records.

9.2 What we process, and for how long

We process account details, device telemetry, and aggregate audience-measurement figures, for the purpose of providing and supporting the Service, for as long as your Account exists. The people involved are your staff who hold accounts, and — only as aggregate counts, never as identified individuals — members of the public near your screens.

9.3 What we undertake

We will:

• process personal data only to provide the Service, or where the law requires otherwise;
• keep the security measures described in our Privacy Policy, and require confidentiality of the staff who can access your data;
• help you respond to an access or correction request from one of your people, within a reasonable time;
• notify you without undue delay after becoming aware of a data breach affecting your data, with enough detail for you to make your own assessment and notification under the PDPA; and
• delete your data on termination as described in clause 7 and on our data deletion page. Some records are retained where tax, accounting, or audit obligations require it.

9.4 Service providers

We use the service providers listed in our Privacy Policy to deliver the Service, and we remain responsible to you for what they do with your data. That list is the current one and may change as the Service changes; material additions will be reflected there. If you object to a new provider on reasonable data-protection grounds, tell us and we will discuss an alternative or, failing that, you may terminate under clause 7.

9.5 Audience measurement and notice at your premises

Audience measurement is off unless you switch it on. If you switch it on, you decide to do so and you are responsible for telling people at your premises that it is in use — normally by displaying a notice where your screens are. Ordinary measurement transmits no image and no per-face data, and shows no indicator on the screen, which is why that notice matters. A remote camera check, which only you can start, does transmit a live image for the length of the check and does display an on-screen indicator. Our Privacy Policy describes both in full.

9.6 Your responsibilities

You are responsible for ensuring that Customer Content and your use of the Service comply with applicable data-protection laws, including giving any notice and obtaining any consent your own people or customers are entitled to.

10. Governing law

This Agreement is governed by the laws of Singapore, without regard to its conflict-of-laws rules. The courts of Singapore have exclusive jurisdiction over any dispute arising from this Agreement or the Service. Legal notices to us may be sent to support@cloudycms.app.

11. Changes to this Agreement

We may publish new versions of this Agreement from time to time. Material changes take effect on the effective date of the new version, and continued use of the Service (or a fresh acceptance) after that date constitutes acceptance of the revised Agreement.

Contact

Cloud By Day Group Pte. Ltd.
support@cloudycms.app
+65 8967 7188