CLOUDERR CLOUD PLATFORM TERMS OF SERVICE

Please read these Clouderr Cloud Platform Terms of Service (“Terms” or “Agreement”) carefully before activating, accessing, or using the Clouderr Platform. These Terms constitute a binding agreement between Clouderr, Inc., a company incorporated under the laws of the State of Delaware, registered address at 16192 Coastal Highway, Lewes, DE 19958, registration number 61-2064269 (together with its subsidiaries and Affiliates, “Clouderr”); and the legal entity accepting these Terms (“you” or the “Client”). These Terms govern the Client’s access to and use of the Clouderr cloud management and optimization platform, including all associated software, tooling, workflows, onboarding support, visibility features, and related platform functionality (collectively, the “Platform”). By accepting these Terms through Clouderr’s designated online acceptance process (including electronic checkbox acceptance), you agree, without reservation, to be bound by this Agreement. If you do not agree, you must not access or use the Platform. These Terms may only be accepted on behalf of a legal entity. By accepting, you represent and warrant that you have full authority to bind the Client. Clouderr relies on this confirmation and will not be responsible for verifying such authority. If it is later determined that you lacked authority, the Client shall remain bound by these Terms, and you shall be personally responsible for any resulting obligations or losses. By accepting these Terms, you acknowledge and agree that:

(A) Cloud services (AWS, GCP, Azure, and others) are provided directly by the applicable cloud provider and remain subject to that provider’s own agreements and policies; nothing in these Terms modifies those agreements;

(B) Any cloud incentives, discounts, promotional benefits, or savings are discretionary, controlled entirely by the applicable cloud provider, and are not contractual deliverables of Clouderr;

(C) Clouderr does not sell cloud services and does not act as a cloud reseller under these Terms; and

(D) The Client remains solely responsible for all amounts payable directly to cloud providers for its cloud usage.

1. Definitions

For the purposes of these Terms, the following definitions shall apply:

1.1. “Advance Payment” means a payment made by the Client in advance toward the applicable Platform Fee in accordance with Section 5.

1.2. “Agreement” means these Terms together with any other documents signed by the Parties expressly incorporated by reference;

1.3. “Affiliate” means any entity (i) which controls a Party; (ii) which is controlled by a Party; or (iii) which is controlled by an entity that also controls a Party; where “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise;

1.4. “Approved Incentive Amount” means the amount of cloud credits, funding, or other financial benefit mutually agreed in writing by the Parties as the target amount for a particular mutually defined Cloud Incentive Program application.

1.5. “Cloud Provider” means any third-party cloud infrastructure provider, including without limitation Amazon Web Services, Inc. (“AWS”), Google LLC (“GCP”), or Microsoft Corporation (“Azure”);

1.6. “Confidential Information” means any non-public business, technical, financial, or other information disclosed by one party (“Discloser”) to the other party (“Recipient”), whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure;

1.7. “Cloud Incentive Program” means any cloud provider incentive, promotional credits, funding program, sponsorship, or similar financial benefit offered by a Cloud Provider and supported by Clouderr as part of the Services.

1.8. “Effective Date” means the date on which the Client accepts these Terms;

1.9. “Engagement Milestone” means the point at which Clouderr commences delivery of Platform optimization work in respect of the Client, including (without limitation) Platform-driven cost analysis, baseline assessment, infrastructure or account review, onboarding configuration, or any other Platform activity directed at producing Savings for the Client, irrespective of whether any Savings have at that time been realized, measured, or invoiced. The Engagement Milestone shall be evidenced by written notification from Clouderr to the Client (which may be delivered by email) confirming the commencement of such work, or by any other documented record reasonably demonstrating that such work has been undertaken.

1.10. “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and other intellectual or industrial property rights, whether registered or unregistered;

1.11. “Platform” means Clouderr’s proprietary cloud management and optimization software platform, including all dashboards, optimization tooling, spend visibility features, account setup workflows, onboarding support, and related platform functionality made available to the Client under these Terms;

1.12. “Platform Fee” means the fee payable by the Client for access to the Platform, as calculated in Section 5;

1.13. “Savings” means the verifiable reduction in the Client’s cloud spend attributable to the Client’s use of the Platform, calculated as the difference between (i) the Client’s prior or applicable standard cloud spend baseline and (ii) the actual cloud spend during the relevant billing period, as documented through Platform reporting.

2. Platform Access and Services

2.1. Subject to the Client’s compliance with these Terms and payment of all applicable Platform Fees, Clouderr grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term solely for the Client’s internal business purposes.

2.2. The Platform includes the following core features and functionality:

(i) cloud spend visibility dashboards and reporting;

(ii) optimization tooling and cost-reduction workflow automation;

(iii) multi-cloud account setup assistance and infrastructure onboarding;

(iv) cloud organization and account management workflows;

(v) access to Clouderr’s onboarding support team during the onboarding period; and

(vi) Other applicable documentation and self-serve resources.

2.3. Clouderr does not provide legal, tax, accounting, financial, or regulated advisory services under these Terms. The Platform is a technology-enabled service. The Client should obtain independent professional advice before making cloud purchasing or commitment decisions.

2.4. Clouderr may update, modify, or enhance Platform features from time to time. Clouderr will use reasonable efforts to provide advance notice of material changes that may adversely affect the Client’s use of the Platform.

2.5. Clouderr may make the Platform available through authorized Affiliates. References to Clouderr’s performance obligations include performance by such Affiliates.

3. Cloud Provider Relationships

3.1. The Client remains the direct billing customer of the applicable Cloud Provider and is solely and exclusively responsible for all cloud usage charges, fees, taxes, and invoices payable to Cloud Providers. Clouderr has no obligation to pay, advance, or guarantee any Cloud Provider invoice on the Client’s behalf, unless the Client chooses to join the Billing Organization (the “Billing Organization”).

3.2. For Amazon Web Services Cloud Platform access, participation in Clouderr’s designated AWS Billing Organization is mandatory in order to access AWS-related Clouderr platform services, pricing arrangements, or AWS program participation facilitated through Clouderr.

3.3. Clouderr is not responsible for and shall have no liability in respect of:

(i) the availability, uptime, performance, or security of any Cloud Provider’s services;

(ii) any Cloud Provider policy changes, program modifications, or eligibility determinations;

(iii) any denial, reduction, claw back, or expiration of discounts by any Cloud Provider; or

(iv) any interruption, suspension, or termination of the Client’s Cloud Provider accounts.

3.4. The Client shall timely complete the onboarding and billing authorization required for Clouderr to provide the Services or facilitate participation in any cloud provider program. If the Client fails to complete such actions within fourteen (14) calendar days following Clouderr’s written request, and such failure is not caused by Clouderr, Clouderr may suspend further onboarding activities and issue invoices for any applicable fees or amounts payable under these Terms, which shall become due and payable in accordance with the agreed payment terms, regardless of whether onboarding has been completed.

3.5. The Client acknowledges that Cloud Providers operate independent platforms, apply their own terms and conditions, and make their own commercial decisions. Clouderr exercises no control over Cloud Provider approvals, pricing, incentive eligibility, or account decisions.

3.6. If Clouderr is invited to, or assists with, the management of the Client’s cloud accounts (including AWS Organizations administration), Clouderr shall not, without the Client’s prior written consent: (a) modify the Client’s IAM users, roles, or permissions; or (b) apply or enforce Service Control Policies (SCPs) or other organizational policies that would materially restrict the Client’s access to cloud services.

4. Client Obligations

4.1. The Client shall:

(i) provide accurate, complete, and current information to Clouderr for all matters relating to Platform use and onboarding;

(ii) promptly notify Clouderr of any changes to account details, billing contacts, or relevant organizational information;

(iii) comply at all times with the applicable Cloud Provider terms, acceptable use policies, and any other applicable policies;

(iv) be solely responsible for all use of cloud services under its cloud accounts, whether authorized or unauthorized;

(v) maintain appropriate security over its Platform access credentials and cloud account credentials; and

(vi) provide all cooperation and access reasonably required for Clouderr to deliver Platform features and onboarding support.

4.2. The Client shall not: (a) sublicense, resell, or provide access to the Platform to any third party; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; (c) use the Platform in any manner that violates applicable law or third-party rights; (d) circumvent any access controls, security measures, or technical limitations of the Platform; (e) use the Platform for benchmarking against competitive products without Clouderr’s prior written consent; (f) pursue, implement, replicate, or otherwise put into effect, through any channel other than the Platform, the same or substantially similar optimization measures, configuration changes, or Savings opportunities that Clouderr has identified, initiated, or worked on for the Client and in respect of which an Engagement Milestone has been reached, during the Term of this Agreement; or (g) implement, complete, cause to be implemented, or otherwise carry out (whether directly, through any Affiliate, or through any third party) any optimization measure, configuration change, or Savings opportunity in respect of which Clouderr has already reached the Engagement Milestone, whether under the same Cloud Provider account or any related, affiliated, or newly created Cloud Provider account.

4.3. The Client shall promptly provide all information, documentation, access, approvals, and cooperation reasonably requested by Clouderr in connection with any Cloud Incentive Program application. Any period during which Clouderr is unable to progress the application due to the Client’s acts or omissions shall not count toward any refund period or delivery timeline under these Terms.

4.4. The Client shall not take any action the purpose or effect of which is to deprive Clouderr of its Platform Fee entitlement. Any material breach of this Section 4 shall entitle Clouderr to the full Platform Fee in addition to any other remedies available at law or in equity.

4.5. The Client shall promptly notify Clouderr of any unauthorized access to or suspected breach of its cloud accounts or Platform access that could affect billing, Savings calculations, or Platform security.

5. Platform Fee and Payment Terms

5.1. The Client shall pay Clouderr a Platform Fee for access to the Platform, which shall be calculated at a rate of twenty-five percent (25%) of the Savings achieved for the Client for the applicable billing period.

5.2. For Clients whose verified annual cloud Savings exceeds USD 100,000, the Platform Fee rate may be reduced to fifteen percent (15%) of Savings for the applicable billing period. Eligibility for the reduced rate may be subject to Clouderr’s written confirmation.

5.3. Upon reaching the Engagement Milestone, Clouderr’s entitlement to the Platform Fee shall be deemed to have accrued in full, regardless of which Party performs any subsequent implementation, configuration, or administrative step required to realize the Savings identified by Clouderr. The Client shall not be relieved of its obligation to pay the applicable Platform Fee by reason of: (i) the Client independently implementing, completing, or carrying out any step of the optimization or Savings-realization process; (ii) the Client obtaining or realizing the benefit of equivalent or substantially similar Savings through any channel other than the Platform; or (iii) any termination of this Agreement occurring after the Engagement Milestone has been reached.

5.4. If, at any time on or after the Engagement Milestone, the Client (a) declines, refuses, fails, or ceases to cooperate with Clouderr in the continued delivery or use of the Platform; (b) withdraws from, fails to complete, or unreasonably delays any onboarding, configuration, implementation, or Platform optimization process; (c) terminates this Agreement (other than for Clouderr’s uncured material breach); or (d) otherwise materially impedes Clouderr’s ability to deliver Platform services or to produce, measure, or verify Savings, then, notwithstanding any other provision of this Section 5, the Client shall pay to Clouderr a Platform Fee equal to fifty percent (50%) of the Platform Fee that would reasonably have been payable in respect of the Savings projected by Clouderr to be achievable for the Client over the remaining Initial Term or the then-current Renewed Term (as applicable), calculated in good faith by Clouderr on the basis of the Client’s baseline cloud spend, prior Platform reporting, and the optimization opportunities identified by Clouderr as of the Engagement Milestone.

5.5. Clouderr’s Platform Fee entitlement accrues upon reaching the Engagement Milestone, irrespective of which Party performs any subsequent step required to realize the identified Savings. The Client acknowledges that the Platform optimization process involves substantial preparatory and analytical work by Clouderr(including baseline assessment, eligibility and opportunity analysis, account or infrastructure configuration, documentation preparation, and communications with Cloud Providers or other third parties), the value of which is reflected in the Platform Fee structure, and that such value is delivered to the Client upon reaching the Engagement Milestone, regardless of any subsequent implementation step.

5.6. Where the Services include preparation, management, or submission of an application for a Cloud Incentive Program, Clouderr may require an Advance Payment before commencing work on the applicable application. Unless otherwise agreed in writing, the Advance Payment shall equal fifty percent (50%) of the estimated Platform Fee calculated using the Approved Incentive Amount for the applicable Cloud Incentive Program. The Advance Payment shall be credited against the Platform Fee payable by the Client upon successful approval of the applicable Cloud Incentive Program.

5.7. If Clouderr is unable to secure any incentive, credits, or funding under the applicable Cloud Incentive Program within two (2) months after: (a) the Client has provided all information, documentation, permissions, and cooperation reasonably requested by Clouderr; and (b) Clouderr has confirmed commencement of the application process, Clouderr shall refund the Advance Payment in full.

5.8. Clause 5.7 about refund obligation shall not apply where:

(i) the Client delays or fails to provide requested information or approvals;

(ii) the Client withdraws or suspends the application;

(iii) the Client becomes ineligible due to its own acts or omissions;

(iv) the applicable Cloud Provider changes, suspends, withdraws, or terminates the relevant incentive program or modifies its eligibility requirements after the application process has commenced.

5.9. Clouderr shall invoice the Client monthly. Invoices will be sent to the billing contact designated by the Client. All invoices shall be payable within fourteen (14) calendar days from the invoice date, in the currency specified by Clouderr and to the bank account designated on the invoice. Payments shall be made in full without set-off, counterclaim, or deduction, except as required by law.

5.10. Clouderr may, in its discretion, offer the Client a payment plan of up to twenty-four (24) monthly installments for Platform Fees due in a given billing period. Where an installment plan is approved: (a) for a twelve (12) month installment schedule, the required Advance Payment shall equal the amount of the first two (2) installments; (b) for a twenty-four (24) month installment schedule, the required Advance Payment shall equal the amount of the first four (4) installments. Where no installment arrangement is agreed, the required Advance Payment shall equal fifty percent (50%) of the applicable Platform Fee. Any remaining balance shall be payable in accordance with the agreed payment schedule.

5.11. All overdue amounts, except those disputed in good faith, shall bear interest at a rate of 1.5% per month or the maximum lawful rate, whichever is lower, calculated from the due date until payment is received in full. The Client shall reimburse Clouderr for all reasonable costs of collection, including legal fees.

5.12. If the Client disputes any portion of an invoice, it shall notify Clouderr in writing within fifteen (15) calendar days of the invoice date, specifying the nature and basis of the dispute in reasonable detail. The Client shall pay all undisputed amounts by the due date. Disputes shall not suspend the Client’s payment obligation for undisputed charges.

5.13. All amounts payable under these Terms are exclusive of applicable taxes, duties, or levies. The Client shall be responsible for all such taxes, excluding taxes on Clouderr’s income.

5.14. Clouderr makes no representation, warranty, or guarantee regarding any minimum Savings. Platform Fee shall remain payable with respect to any Savings actually realized, even if the Savings are lower than anticipated.

5.15. Clouderr may require advance payment or other security for future Cloud usage charges if the Client’s payment history or creditworthiness is unsatisfactory in Clouderr’s reasonable judgment.

6. Suspension and Termination

6.1. Clouderr may suspend the Client’s access to the Platform, in whole or in part, immediately upon written notice if: (a) the Client fails to pay any undisputed amount when due; (b) the Client materially breaches any obligation under these Terms; or (c) Clouderr reasonably determines that continued access poses a security, legal, or regulatory risk. The Client remains liable for all Platform Fees accrued during any suspension period.

6.2. Clouderr may terminate these Terms immediately upon written notice if: (a) if the Client fails to pay any amounts due under this Agreement within ten (10) calendar days after receiving written notice of non-payment from Clouderr; (b) the Client materially breaches these Terms and fails to cure such breach within fifteen (15) calendar days after written notice; or (c) the Client engages in conduct that violates any Cloud Provider’s acceptable use policy or applicable law.

6.3. Clouderr may terminate this Agreement if the Client fails to pay any amounts due under this Agreement within ten (10) calendar days after receiving written notice of non-payment from Clouderr. If the Client fails to cure such payment default within the notice period, Clouderr may terminate the Agreement immediately upon written notice.

6.4. Either Party may terminate these Terms for convenience upon at least thirty (30) calendar days’ prior written notice to the other Party.

6.5. Upon termination:

(i) the Client shall immediately pay all outstanding Platform Fees, taxes, and other amounts due to Clouderr;

(ii) the Client’s access to the Platform shall cease;

(iii) each Party shall return or destroy the other Party’s Confidential Information upon written request; and

(iv) Clouderr shall cease all access to Client Data, except to the extent required by law or to exercise its rights under these Terms.

6.6. Sections 1, 5 (to the extent of accrued obligations), 6, 8, 9, 10, 11, 12, and 13 shall survive any termination or expiration of these Terms.

6.7. Clouderr may engage third-party collection agencies or initiate legal proceedings to recover any overdue amounts. The Client shall reimburse Clouderr for all reasonable costs of collection, including legal fees and agency charges.

7. Intellectual Property

7.1. As between the Parties, Clouderr owns all rights, title, and interest in and to the Platform, all software, algorithms, tooling, dashboards, and Documentation, and all Intellectual Property Rights therein. These Terms do not transfer any ownership rights to the Client. The Client’s rights are limited to the access license granted in Section 2.1 of this Agreement.

7.2. The Client retains all right, title, and interest in and to Client Data. The Client grants Clouderr a limited, non-exclusive license to access, process, and use Client Data solely as necessary to: (a) provide and improve the Platform; (b) address technical or service issues; (c) comply with applicable legal obligations; and (d) suggest additional Platform features or services to the Client.

7.3. Clouderr may use Client Data in aggregated, de-identified form for internal analytics, product development, benchmarking, and marketing. Any publicly disclosed statistics shall reflect only aggregate usage across Clouderr’s clients and shall not attribute any data to the Client.

7.4. If either Party provides feedback, suggestions, or recommendations regarding the Platform, the providing Party grants the other an irrevocable, perpetual, royalty-free license to use, incorporate, and exploit such feedback in its products and services.

8. Confidentiality

8.1. Confidential Information under this Agreement means all non-public information disclosed by one Party to the other in connection with these Terms, including account identifiers, spend data, usage reports, discount levels, technical, commercial, and financial information, and any information identified as confidential at the time of disclosure. Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to the Confidential Information; or (iv) is approved for disclosure in writing by the Disclosing Party.

8.2. The Receiving Party shall:

(i) protect Confidential Information using at least the same degree of care it uses for its own similar confidential information, and in no event less than reasonable care;

(ii) use Confidential Information solely to perform its obligations and exercise its rights under these Terms; and

(iii) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and are bound by obligations at least as protective as these Terms.

8.3. The Receiving Party may disclose Confidential Information if required by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and cooperates in seeking protective measures.

8.4. Confidentiality obligations under this Section 9 shall survive termination of these Terms for five (5) years, except for trade secrets, which shall remain confidential indefinitely.

9. Data Protection

9.1. For the purposes of applicable data protection law, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Clouderr acts as an independent data controller in respect of the Client’s personal data processed under these Terms. Clouderr processes such data for the following purposes: (a) onboarding and identity verification; (b) billing administration and invoicing for Cloud Services usage; (c) maintaining records of acceptance of these Terms; (d) account management and client communications; and (e) compliance with legal and regulatory obligations. The legal bases for such processing are Article 6(1)(b) GDPR (performance of a contract), Article 6(1)(c) GDPR (compliance with a legal obligation), and, where applicable, Article 6(1)(f) GDPR (legitimate interests of Clouderr).

9.2. Clouderr’s practices regarding the collection, use, retention, and deletion of the Client’s personal data, including the Client’s rights as a data subject and how to exercise them, are set out in Clouderr’s Privacy Notice, available at here, which is incorporated into these Terms by reference. Clouderr will process the Client’s personal data only in accordance with that Privacy Notice and applicable data protection law.

9.3. Clouderr may engage sub-processors to assist in the delivery of billing and account administration services under these Terms. Clouderr will ensure that any such sub-processors are bound by data protection obligations no less protective than those set out in these Terms and in applicable law.

9.4. The Client acknowledges that Cloud Services are provided directly by the respective Cloud Provider and its affiliates, and that the Client’s use of Cloud Services — including any personal data the Client processes within its environment — is governed solely by the respective Cloud Provider customer agreement and Cloud Provider privacy policies. Clouderr has no access to, and assumes no responsibility for, any personal data processed by the Client within any Cloud Provider environment.

9.5. Each party shall comply with its respective obligations under applicable data protection law in connection with these Terms and shall not, by its acts or omissions, cause the other party to be in breach of such obligations.

10. Force Majeure

10.1. Neither Party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure is caused by events beyond its reasonable control (“Force Majeure Event”), including: acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, government action or restriction, power or internet outages, failures of Cloud Providers or other third-party infrastructure, or events of a similar nature.

10.2. The affected Party shall notify the other Party in writing as soon as reasonably practicable, specifying the nature, expected duration, and mitigation steps. The affected Party’s obligations shall be suspended to the extent affected by the Force Majeure Event.

10.3. Any unavailability or degradation of Cloud Provider services shall constitute a Force Majeure Event with respect to Clouderr, and Clouderr shall have no liability for such events.

10.4. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate these Terms upon written notice without liability for such termination, except that all accrued payment obligations shall remain due and payable.

11. Warranties, Disclaimers, and Limitation of Liability

11.1. Clouderr warrants that it will provide the Platform in a professional and workmanlike manner, using commercially reasonable skill and care, in accordance with applicable laws. The Client’s sole remedy for any breach of this warranty shall be, at Clouderr’s option, re-performance of the affected Platform services or a pro-rata refund of Platform Fees paid for the affected billing period.

11.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN SECTION 12.1, CLOUDERR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. CLOUDERR DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY SPECIFIC SAVINGS, DISCOUNTS, OR OUTCOMES WILL BE ACHIEVED; (C) ANY CLOUD PROVIDER WILL APPROVE, GRANT, OR MAINTAIN ANY CLOUD INCENTIVES; OR (D) CLOUD PROVIDER SERVICES WILL MEET THE CLIENT’S REQUIREMENTS.

11.3. Clouderr shall have no liability for: (a) unavailability, interruption, delay, or degradation of Cloud Provider services; (b) errors or omissions in Cloud Provider services; (c) any security breach or data incident arising from Cloud Provider infrastructure; (d) any denial, reduction, or clawback of discounts by any Cloud Provider; or (e) any act or omission of any Cloud Provider or other third-party provider.

11.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUDERR’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY THE CLIENT TO CLOUDERR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.5. IN NO EVENT SHALL CLOUDERR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.6. The limitations and disclaimers in this Section 12 reflect the Parties’ agreed allocation of risk and form an essential basis of the bargain between the Parties. They apply regardless of the form of action and whether or not Clouderr has been informed of the possibility of such damages.

12. Indemnification

12.1. Clouderr shall defend, indemnify, and hold harmless the Client from and against third-party claims alleging that the Platform, as provided by Clouderr, infringes or misappropriates such third party’s Intellectual Property Rights, and shall pay any damages, costs, and reasonable attorneys’ fees awarded or agreed in settlement, provided that: (i) the Client promptly notifies Clouderr in writing of the claim; (ii) Clouderr has sole control over the defense and settlement; and (iii) the Client reasonably cooperates in the defense.

12.2. The Client shall defend, indemnify, and hold harmless Clouderr from and against third-party claims arising out of or relating to: (i) the Client’s violation of these Terms or applicable laws; (ii) the Client’s breach of any Cloud Provider or Vendor terms; (iii) Client Data, including any allegation that Client Data infringes or misappropriates third-party rights; or (iv) the Client’s use of the Platform in a manner not authorized by these Terms.

13. Non-Solicitation

13.1. During the Term and for twelve (12) months after termination or expiration of these Terms, neither Party shall, without the prior written consent of the other, directly solicit for employment or engagement any employee or contractor of the other Party who was materially involved in the performance or receipt of Platform services under these Terms.

14. Term

14.1. These Terms commence on the Effective Date and continue for the following twelve (12) months (the “Initial Term”). Upon expiration of the Initial Term, these Terms shall automatically renew for successive periods equal to the Initial Term (each a “Renewed Term”), unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

15. General Provisions

15.1. These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Delaware, except that Clouderr may seek injunctive relief or enforce judgments in any jurisdiction.

15.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE RELATIONSHIP BETWEEN THE PARTIES.

15.3. These Terms, together with other documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior agreements, proposals, representations, and understandings, whether written or oral.

15.4. Clouderr may modify these Terms by posting an updated version on its website or by providing written notice to the Client. Modifications take effect on the date specified in the notice. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms. If the Client does not agree, it must terminate these Terms in accordance with Section 7.

15.5. The Client may not assign or transfer any rights or obligations under these Terms without Clouderr’s prior written consent. Clouderr may assign its rights and obligations without consent to its Affiliates or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.6. All notices required or permitted under these Terms shall be in writing and delivered by email or registered mail to the addresses provided by the Parties. Email notices shall be deemed received on the date of transmission during business hours, or the next business day otherwise.

15.7. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

15.8. Failure or delay to enforce any provision shall not constitute a waiver. Any waiver must be in writing and signed by the waiving Party.

15.9. Acceptance of these Terms via Clouderr’s designated online acceptance process, including electronic checkbox or click-through acceptance, constitutes a valid and binding execution of these Terms with the same legal effect as a handwritten signature.

15.10. The Client consents to receive communications from Clouderr in electronic form. All terms, agreements, notices, disclosures, and other communications provided electronically by Clouderr shall satisfy any legal requirement that such communications be in writing.

15.11. The relationship of the Parties is that of independent contractors. Nothing in these Terms shall be construed to create any partnership, joint venture, employment, or agency relationship.

15.12. Each Party represents that it is not listed on any applicable sanctions or restricted party list and will comply with applicable export control, anti-bribery, and sanctions laws. Clouderr may suspend or terminate immediately where performance would breach such laws.

16. Contact Information

All communications to Clouderr under these Terms shall be directed to: Clouderr, Inc. 16192 Coastal Highway, Lewes, DE 19958, USA E-mail: [email protected] For privacy matters, please contact our Data Protection team at [email protected]