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

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.

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 6 (Marketing and publicity licence), 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. You agree to indemnify us against claims arising from Customer Content or your breach of this Agreement.

9. Data protection

We handle personal data in accordance with our Privacy Policy and the Singapore Personal Data Protection Act (PDPA). You are responsible for ensuring that Customer Content and your use of the Service comply with applicable data- protection laws.

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