Customer Agreement

Last Updated : 19 December, 2024

This Cloudidr Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Services (as defined below) and is an agreement between Cloudidr ("Provider," "we," "us," or "our") and you or the entity you represent ("Customer,",“you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Services (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. 

1. Service Description

1.1 Services Overview 

Cloudidr provides cloud-based platform services in the following categories: 

(a) Core Computing Services 

- Disaster Recovery Compute Services

- Schedule Compute Services

 - Resource optimization services 

(b) Management Tools 

- Cost monitoring and analytics 

- Resource usage tracking 

- Performance monitoring 

(c) Integration Services 

- API integrations 

- Third-party platform connectors 

- Custom workflow automation 

1.2 Service Specifications

 Detailed specifications, technical requirements, and feature descriptions for each service category are documented at https://www.cloudidr.com/resources.

1.3 From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

1.4  We may use information about how you use and interact with the Services to improve those Services.

2. Cloudidr Responsibilities

2.1 General. You may access and use the Services in accordance with this Agreement. Service Level Agreements and Service Terms may apply to certain Services.

2.2 Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges. 

2.3 Cloudidr Security. Without limiting Section 8 or your obligations under Section 2.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

2.4 Data Privacy. You may specify the Cloudidr regions in which Your Content will be stored. We will not access or use Your Content except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or (b) move Your Content from the Cloudidr regions selected by you; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 1.4. We will only use your Account Information in accordance with the Privacy Notice, and you consent to such usage. The Privacy Notice does not apply to Your Content.

2.5 Notice of Changes to the Services. We may change or discontinue any of the Services from time to time. We will provide you at least 90 days’ prior notice before discontinuing a material functionality of a Service that we make generally available to customers and that you are using. Cloudidr will not be obligated to provide such notice under this Section 2.5 if the discontinuation is necessary to (a) address an emergency, or risk of harm to the Services or Cloudidr, (b) respond to claims, litigation, or loss of license rights related to third party intellectual property rights, or (c) comply with law, but should any of the preceding occur Cloudidr will provide you with as much prior notice as is reasonably practicable under the circumstances.

2.6 Notice of Changes to the Service Level Agreements. We may change, discontinue or add Service Level Agreements, provided, however, that we will provide at least 30 days’ advance notice for adverse changes to any Service Level Agreement.

3. Your Responsibilities.

3.1 Your Accounts. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Services. To access the Services, you must have an Cloudidr account associated with a valid email address and a valid form of payment. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.

3.2 Your Content. You are responsible for Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or the Services will not violate any of the Policies or any applicable law. 

3.3 Your Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, and protect your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.

3.4 Log-In Credentials and Account Keys. Cloudidr log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

3.5 End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Services. You are responsible for End Users’ use of Your Content and the Services, and for their compliance with your obligations under this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Services by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services. If you process the personal data of End Users or other identifiable individuals in your use of a Service, you are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.

3.6 Licenses: In connection with your use of the Services, you are responsible for maintaining licenses and adhering to the license terms of any software you run.

4. Fees and Payment.

4.1 Service Fees and Billing

4.1.1 Fee Structure 

- Services are billed according to the pricing published on the Cloudidr Site 

- Fees may be: 

 (a) Usage-based charges 

  (b) Fixed recurring charges

  (c) One-time charges 

 (d) Combination of the above

 4.1.2 Billing Cycles 

- Usage-based charges: Billed and paid in advance 

- Fixed recurring charges: Billed monthly or annually 

- One-time charges: Billed immediately  upon service activation or in advance

4.1.3 Payment Methods 

- Payment through supported payment methods listed on Cloudidr Site 

- All amounts payable without setoff or deduction 

- Valid payment method must be maintained on file

4.2 Payment Terms. Payment is due within 30 days. Late payments may result in service suspension All fees are non-refundable unless specified. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. 

4.3 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.. 

4.4 If you have been charged for a Service for a period when that Service was unavailable (as defined in the applicable Service Level Agreement), you may request a Service credit equal to any charged amounts for such period.

5. Term and Termination.

5.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 5. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 5.2.

5.2 Termination.

(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

(b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you:

(A) for cause if we have the right to suspend under Section 4 and the issue giving us the right to suspend either:

a.  is not capable of being remedied; or

b.  has not been remedied within 30 days of us suspending your service under Section 4.1;

(B) if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services; or

(C) in order to comply with the law or requests of governmental entities.

5.3 Effect of Termination.

(a) Generally. Upon the Termination Date:

(i) except as provided in Sections 5.3(a)(iv), all your rights under this Agreement immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described that we bill to you;

(iii) you will immediately return or, if instructed by us, destroy all Cloudidr Content in your possession; and

(iv) Sections 3.1, 4, 5.3, 6 (except Section 6.3), 7, 8, 9, 11 and 12 will continue to apply in accordance with their terms.

For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 4.

6. Proprietary Rights.

6.1 Your Content. Except as provided in this Section 6, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Services to you and any End Users.

6.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Services will violate the Acceptable Use Policy.

6.3 License to Services and Cloudidr Content 

6.3.1 Rights Granted: Cloudidr grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to: (a) Access and use the Services according to this Agreement (b) Copy and use the Cloudidr Content solely in connection with your permitted use of the Services (c) Use Cloudidr Marks solely in connection with your permitted use of Cloudidr Content 

6.3.2 License Restrictions: Except as expressly permitted in this Agreement, you may not: (a) Modify, alter, or create derivative works of the Services or Cloudidr Content (b) Reverse engineer, decompile, or disassemble the Services (c) Remove or modify any proprietary notices (d) Use Cloudidr Content or Marks in any way that suggests partnership or endorsement

6.4 Restrictions. Neither you nor any End User will use the Cloudidr Content or Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) reverse engineer, disassemble, or decompile the Services or Cloudidr Content or apply any other process or procedure to derive the source code of any software included in the Services or Cloudidr Content (except to the extent applicable law doesn’t allow this restriction), (b) access or use the Services or Cloudidr Content in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services or Cloudidr Content. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

6.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions. 

7. Indemnification.

7.1 General. You agree to indemnify us against claims arising from your Your use of the Service, Your content.You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Services (including any activities under your Cloudidr account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.

7.2 Intellectual Property.

(a) Subject to the limitations in this Section 7, you will defend Cloudidr, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(b) Neither party will have obligations or liability under this Section 7.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, Cloudidr will have no obligations or liability arising from your or any End User’s use of the Services after Cloudidr has notified you to discontinue such use. The remedies provided in this Section 7.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

7.3 Process. The obligations under this Section 7 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party. 

8. Disclaimers.

THE SERVICES AND Cloudidr CONTENT ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR Cloudidr CONTENT OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES OR Cloudidr CONTENT OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. 

9. Limitations of Liability.

9.1 Liability Disclaimers. EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7, NEITHER Cloudidr NOR YOU, NOR ANY OF THEIR AFFILIATES OR LICENSORS, WILL HAVE LIABILITY TO THE OTHER UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (B) THE VALUE OF YOUR CONTENT, (C) LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, OR (D) UNAVAILABILITY OF THE SERVICES OR Cloudidr CONTENT (THIS DOES NOT LIMIT ANY SERVICE CREDITS UNDER SERVICE LEVEL AGREEMENTS).

9.2 Damages Cap. EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7, THE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF EITHER Cloudidr OR YOU, AND ANY OF THEIR RESPECTIVE AFFILIATES OR LICENSORS, WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO Cloudidr UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE; EXCEPT THAT NOTHING IN THIS SECTION 9 WILL LIMIT YOUR OBLIGATION TO PAY Cloudidr FOR YOUR USE OF THE SERVICES PURSUANT TO SECTION 4, OR ANY OTHER PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

10. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the Cloudidr Site or by otherwise notifying you in accordance with Section 11.10. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services or Cloudidr Content after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Cloudidr Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement. 

11. Miscellaneous.

11.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Cloudidr as a party to this Agreement and Cloudidr is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

11.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. None of the parties will be bound by any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete.  If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

11.3 Force Majeure. 

11.3.1 Scope of Force Majeure: Events Neither party nor their affiliates will be liable for delays or failures to perform any obligation under this Agreement where the delay or failure results from circumstances beyond their reasonable control, including but not limited to: (a) Natural Events - Natural disasters - Severe weather conditions - Epidemics or pandemics - Other acts of nature (b) Human Events - Labor disputes or strikes - Civil unrest or riots - Acts of terrorism - War or military actions - Government actions or orders (c) Technical Events - Widespread cyber attacks - Major internet backbone disruptions - Cloud provider infrastructure failures - Critical supply chain disruptions - Utility or power failures 

11.3.2 Obligations During Force Majeure The affected party must: (a) Promptly notify the other party (b) Take reasonable steps to minimize impact (c) Resume performance as soon as practicable (d) Provide regular updates on resolution progress 

11.3.3 Extended Duration If a force majeure event continues for more than 30 consecutive days, either party may terminate affected services upon written notice.

11.4 Governing Law. The Governing Laws, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

11.5 Disputes. Any dispute or claim relating in any way to your use of the Services, or to any products or services sold or distributed by Cloudidr will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts, subject to the additional provisions below.

(a) Disputes will be resolved by binding arbitration, rather than in court, except that either party may elect to proceed in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Before you may begin an arbitration proceeding, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to our registered agent A REGISTERED AGENT, INC, 8 The Green, Ste A, Dover, DE 19901. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA commercial fee schedule. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We and you further agree that the underlying award in arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

11.6 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control Laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services or Cloudidr Content, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the Cloudidr region in which any of the foregoing occurs. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

11.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

11.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

11.9 Confidentiality and Publicity. You may use Cloudidr Confidential Information only in connection with your use of the Services or Cloudidr Content as permitted under this Agreement. You will not disclose Cloudidr Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Cloudidr Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services or Cloudidr Content.

11.10 Notice.

(a) To You. We may provide any notice to you under this Agreement by:

(i) posting a notice on the Cloudidr Site; or

(ii) sending a message to the email address then associated with your account.

Notices we provide by posting on the Cloudidr Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

(b) To Us. To give us notice under this Agreement, you must contact Cloudidr by facsimile transmission or personal delivery, overnight courier or registered or certified mail to the facsimile number or mailing address, as applicable. We may update the facsimile number or address for notices to us by posting a notice on the Cloudidr Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.

11.11 No Third-Party Beneficiaries. Except as set forth in Section 7, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

11.12 Gov Right: Not applicable

11.13 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

11.14 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. 

12. Definitions.

"Reasonable Efforts"  means taking appropriate steps that a similar cloud service provider would take under similar circumstances, including: (a) Allocating adequate resources (b) Following industry standard practices (c) Maintaining appropriate staffing levels (d) Providing regular communication (e) Implementing documented procedures

“Acceptable Use Policy” means that You may not use, or facilitate or allow others to use, the Cloudidr:

• for any illegal or fraudulent activity; 

• to violate the rights of others; 

• to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm; 

• for any content or activity that promotes child sexual exploitation or abuse; 

• to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device; 

• to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”).

“Account Country” is the country associated with your account. If you have provided a valid tax registration number for your account, then your Account Country is the country associated with your tax registration. If you have not provided a valid tax registration, then your Account Country is the country where your billing address is located, except if you have a credit card associated with your Cloudidr account that is issued in a different country and your contact address is also in that country, then your Account Country is that different country.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Cloudidr account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Cloudidr account.

“API” means an application program interface.

“Cloudidr Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners, or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Cloudidr Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Cloudidr Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Cloudidr Confidential Information.

“Cloudidr Content” means APIs, WSDLs, sample code, software libraries, command line tools, proofs of concept, templates, advice, information, programs (including credit programs) and any other Content made available by us and our affiliates related to use of the Services or on the Cloudidr Site and other related technology (including any of the foregoing that are provided by our personnel). Cloudidr Content does not include the Services or Third-Party Content.

“Cloudidr Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Cloudidr and its affiliates that we may make available to you in connection with this Agreement.

“Cloudidr Site” means http://www.cloudidr.com (and any successor or related locations designated or related locations designated by us), as may be updated by us from time to time.

“Content” means software (including machine images), data, text, audio, video, or images.

“End User” means any individual or entity that directly or indirectly through another user (a) accesses or uses Your Content, or (b) otherwise accesses or uses the Services under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Cloudidr account, rather than under your account.

"Governing Laws" are the laws of the State of Delaware and “Governing Courts” are the state or Federal courts in Delaware.

“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, service tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Policies” means the Acceptable Use Policy, Service Terms and  Privacy Notice

“Privacy Notice” means the privacy notice located at http://www.cloudidr.com/legal/privacy (and any successor or related locations designated by us), as may be updated by us from time to time.

“Service” means each of the services made available by us or our affiliates. Services do not include Third-Party Content.

“Service Terms” means the rights and restrictions for particular Services located at https://www.cloudidr.com/legal/service-sla-terms (and any successor or related locations designated by us), as may be updated by us from time to time.

“Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the Cloudidr Site, as they may be updated by us from time to time. The service level agreements we offer with respect to the Services are located at https://www.cloudidr.com/legal/service-sla-terms(and any successor or related locations designated by us), as may be updated by us from time to time.

“Suggestions” means all suggested improvements to the Services or Cloudidr Content that you provide to us.

“Term” means the term of this Agreement described in Section 5.1.

“Termination Date” means the effective date of termination provided in a notice from one party to the other in accordance with Section 5.

“Third-Party Content” means Content made available to you by any third party on the Cloudidr Site or in conjunction with the Services.

“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Cloudidr account and any computational results that you or any End User derive from the foregoing through their use of the Services.