THESE TERMS OF SERVICE ("TERMS") APPLY TO YOUR USE OF THE CLOUDS ANALYTICS WEBSITE AT HTTPS://WWW.CLOUDSANALYTICS.AI/ AND OUR MULTI-CLOUD MANAGEMENT AND FINOPS PLATFORM (TOGETHER, THE "SERVICES"). YOUR ACCESS OR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SERVICES.
Clouds Analytics reserves the right to modify these Terms at any time, and changes are effective as soon as they are posted here. If you are accessing the Services as a representative of an organization, these Terms bind both you individually and the organization, and references to "you" or "your" apply to both.
Use of the Services
You represent and warrant that you have all rights necessary to connect your cloud accounts and data to the Services, and that your use of the Services will not violate any law or these Terms. You are responsible for:
- The accuracy of the account, billing, and cloud connection information you provide
- Configuring and maintaining the read-only IAM roles, Stop/Start Specific use case like VMs, EC2 and RDS including ASG service principals, or service accounts used to connect your AWS, Azure, and/or GCP environments
- Reviewing and deciding whether to act on any scheduling, optimization, or security recommendation before implementing it in your environment
- Maintaining the confidentiality of your login credentials and API keys, and notifying us promptly of any unauthorized use of your account
Account Registration
To use the Services, you must register for an account and provide accurate and complete information. We may restrict, suspend, or terminate accounts that contain false information or that pose a security risk to the Services or other users.
Acceptable Use
You agree not to use the Services to:
- Violate any law or the rights of any third party
- Gain unauthorized access to any account, system, or data not belonging to you
- Reverse engineer, decompile, or disassemble the Platform, except where prohibited by law
- Introduce viruses, malware, or other harmful code
- Interfere with or disrupt the Services or the networks or servers used to provide them
- Build a competing product using information obtained through the Services, or resell or sublicense the Services without our authorization
We may investigate and take action, including suspending or terminating your access, if we believe you have violated this policy.
Subscriptions, Billing, and Free Trials
The Services are offered on a usage-tiered subscription basis, generally aligned with your organization's monthly cloud spend. Fees are set out in your order form, invoice, or the applicable pricing page, and are billed in advance on a monthly or annual basis unless otherwise agreed. Except as expressly stated in these Terms or required by law, fees are non-refundable. We may offer a free trial for new customers on the terms described on our pricing page; we may modify or end free trial offerings, or limit trial features, at any time.
Intellectual Property
The Platform, including its software, algorithms, AI models, user interfaces, and documentation, is the property of Clouds Analytics and its licensors. These Terms do not grant you any rights in our intellectual property beyond the limited license below. As between the parties, you retain ownership of your Customer Data (the data from your connected cloud accounts and any other data you submit to the Services); we use it only to provide, secure, and improve the Services on your behalf.
License to Use the Platform
We grant you a limited, non-exclusive, non-transferable license to access and use the Services during your subscription term, solely for your internal business purposes. You may not provide access to the Services to anyone outside your organization without our authorization, or use the Services to build a competing product.
Third-Party Cloud Integrations
The Services connect to third-party cloud providers (AWS, Azure, GCP) using read-only, agentless access that you configure and can revoke at any time. We are not responsible for the availability or performance of any third-party cloud provider or other integrated service.
AI Recommendations Disclaimer
The Services provide AI-driven and rule-based recommendations relating to cost, scheduling, rightsizing, and security posture. These recommendations are informational only, do not constitute professional or financial advice, and are not guaranteed to be accurate or suitable for your environment. You are solely responsible for reviewing and deciding whether to implement any recommendation, including through any "one-click apply" feature, and we are not liable for the results of doing so.
Suspension and Termination
You may cancel your subscription in accordance with your order form or by providing notice prior to renewal. We may suspend or terminate your access to the Services if you materially breach these Terms, fail to pay fees when due, or pose a security risk to the Services or other users. We may also discontinue the Services generally upon reasonable notice; if we do so during a prepaid term, we will refund the unused, pro-rated portion of any prepaid fees.
No Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY RECOMMENDATION WILL BE ACCURATE OR SUITABLE FOR YOUR ENVIRONMENT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF THESE TERMS OR THE SERVICES. OUR TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE. THESE LIMITS DO NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you.
Indemnification
You agree to defend, indemnify, and hold Clouds Analytics harmless from any claims, damages, and expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your violation of any law, or your Customer Data. We agree to defend, indemnify, and hold you harmless from third-party claims that the Services, as provided by us, infringe a third party's intellectual property rights, subject to customary exclusions such as unauthorized modifications or misuse.
Governing Law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. You and Clouds Analytics agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada for any dispute arising out of these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
General Terms
These Terms, together with any order form or agreement referencing them, are the entire agreement between you and Clouds Analytics regarding the Services and supersede any prior agreements on the same subject. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full effect, and the invalid provision will be replaced with one that best achieves its original intent. Our failure to enforce any right or provision will not be considered a waiver of that right. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all your assets; we may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of our business. Sections relating to intellectual property, payment obligations accrued before termination, confidentiality, the AI recommendations disclaimer, indemnification, limitation of liability, and governing law will survive termination of these Terms.
