Customer Agreement

Last Updated: January 7, 2026

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 (DRCS) - High-availability compute for disaster recovery events

• Schedule Compute Services (SCS ) /FlexCompute - Advance capacity reservation with discounted rates

• GPU Service - SSH-only access to discounted AWS GPU instances

(b) AI and Model Services

• Hosted Models - Managed LLM hosting with token-based billing

• LLM Ops - AI API cost tracking across OpenAI, Claude, and Gemini and other proxys

(c) Management and Consulting

• FinOps / Cloud optimization - Optimize cloud spend

• Integration services - AI development, API integrations and 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 and https://docs.Cloudidr.com.

1.3 Service Maintenance

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 Service Improvement

We may use information about how you use and interact with the Services to improve those Services. For LLM Ops, we may use anonymized, aggregated metadata (excluding any content or prompts) for service improvement purposes.

2. Cloudidr Responsibilities

2.1 General Service Provision

You may access and use the Services in accordance with this Agreement. Service Level Agreements and Service Terms may apply to certain Services as specified at https://www.Cloudidr.com/terms-and-conditions.

2.2 Third-Party Content and Integrations

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.

LLM Ops Third-Party Integration:

• LLM Ops acts as a pass-through proxy to third-party AI providers (OpenAI, Anthropic, Google)

• Your use of these providers subject to their respective terms of service

• Cloudidr not responsible for third-party provider availability, performance, or terms changes

• You maintain direct contractual relationship with AI providers

2.3 Cloudidr Security

Without limiting Section 8 or your obligations under Section 3, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

Security Measures Include:

• Encryption in transit (TLS 1.3) and at rest (AES-256)

• Access controls and authentication systems

• Regular security audits and penetration testing

• Incident response procedures

• DDoS protection

LLM Ops Specific Security:

• API keys never logged or stored; pass-through only

• Prompts and responses never logged or stored

• Metadata encrypted and stored securely

• Immediate disposal of transient data

• No cross-customer data sharing

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.

General Data Handling:

• We will not disclose Your Content to any government or third party except as required by law

• We will not move Your Content from selected regions except as required by law

• Unless prohibited by law, we will notify you of legal requirements or orders

• We will use your Account Information in accordance with the Privacy Notice

LLM Ops Data Handling:

• API Keys: Pass through proxy but never stored, logged, or retained

• Your Prompts/Responses: Never logged, stored, or accessed by Cloudidr

• Metadata Only: We collect and store only:

  • Token counts (input/output)

  • Model identifiers

  • Timestamps

  • Request IDs

  • Calculated costs

  • Custom tags (team, agent, department)

• Data Location: Metadata stored in AWS data centers in United States

• Data Retention: Metadata retained while account active; deleted within 30 days of account deletion

• No Access to Content: Cloudidr employees have no access to your prompts, responses, or API keys

FlexCompute/GPU Service Data Handling:

• We do not access data on your instances

• Instance management only; no access to customer workloads

• IAM roles limited to instance provisioning and management

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.

Notice Exception: Cloudidr not obligated to provide notice if discontinuation necessary to:

• Address an emergency or risk of harm to the Services or Cloudidr

• Respond to claims, litigation, or loss of license rights related to third-party intellectual property rights

• Comply with law

In such cases, Cloudidr will provide you with as much prior notice as reasonably practicable.

2.6 Notice of Changes to 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 a Cloudidr account associated with a valid email address and a valid form of payment.

Account Security:

• You are responsible for all activities under your account

• Includes activities by your employees, contractors, agents, or End Users

• Applies regardless of whether activities are authorized by you

• We and our affiliates not responsible for unauthorized access (unless caused by our breach)

Multi-Account Management:

• You may have multiple accounts for different services

• Each account subject to separate billing

• Maintain separate credentials for security

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.

Content Responsibilities:

• Ensure compliance with all applicable laws

• Maintain necessary rights and licenses

• No illegal, harmful, or infringing content

• Comply with export control laws

LLM Ops Content:

• You remain solely responsible for your prompts and responses

• Cloudidr has no knowledge of or control over your prompts/responses

• You are responsible for compliance with AI provider terms

• You must ensure prompts don't violate laws or rights

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.

Required Security Measures:

• Use of encryption to protect Your Content from unauthorized access

• Routine archiving of Your Content

• Strong passwords and MFA where available

• Regular security reviews

• Monitoring for unauthorized access

Service-Specific Security:

• LLM Ops: Secure storage of your AI provider API keys

• FlexCompute/GPU: Secure management of AWS IAM roles and SSH keys

• All Services: Regular audit of user access and permissions

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.

API Key Management:

• Your AI Provider Keys (OpenAI, Anthropic, Google): You are solely responsible for securing these

• Cloudidr API Keys: For service authentication; must be kept confidential

• AWS Keys/Roles: For FlexCompute; maintain according to AWS best practices

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.

End User Management:

• Immediately suspend access upon discovering violations

• Provide adequate training and policies to End Users

• Monitor End User compliance

• Responsible for End User's acts and omissions

Privacy and Data Protection:

• If you process personal data of End Users, you must:

  • Provide legally adequate privacy notices

  • Obtain necessary consents

  • Process data according to applicable law

• You represent you have provided all necessary privacy notices and obtained all necessary consents

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.

Third-Party Licenses:

• AI provider licenses (OpenAI, Anthropic, Google) for LLM Ops and Hosted Models

• AWS licensing for FlexCompute and GPU Service

• Any operating system or application licenses on your instances

4. Fees and Payment

4.1 Service Fees and Billing

4.1.1 Fee Structure

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

(a) Usage-based charges:

• LLM Ops: Metadata storage (Free Tier available)

• Hosted Models: Token-based pricing

• GPU Service: Instance-hour pricing

• FlexCompute: Instance-hour pricing

(b) Fixed recurring charges:

• DRCS: Annual policy fees

• Premium tier subscriptions (when available)

(c) One-time charges:

• Setup fees (if applicable)

• Consulting engagements

• Custom integration development

4.1.2 Billing Cycles

• Usage-based services: Billed monthly in arrears

• Fixed recurring charges: Billed monthly or annually in advance

• One-time charges: Billed immediately upon service activation or as specified in SOW

4.1.3 Payment Methods

• Payment through supported methods listed on Cloudidr Site

• All amounts payable without setoff or deduction

• Valid payment method must be maintained on file

• We reserve right to suspend services for non-payment

4.2 Payment Terms

Payment Due: 30 days from invoice date

Late Payments:

• May result in service suspension

• Interest charged at 1.5% per month (or highest rate permitted by law, if less)

• Cloudidr may pursue collection activities

Refunds:

• All fees are non-refundable unless specifically stated in Service Terms

• Service credits (not refunds) may be available for SLA violations

Price Changes:

• We may increase or add new fees with at least 30 days' prior notice

• Changes apply to usage after notice period

• Committed services (DRCS, SCS) maintain original pricing until renewal

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.

Tax Responsibilities:

• You responsible for all taxes except those based on Cloudidr's net income

• Includes sales tax, use tax, VAT, GST, and similar taxes

• You will provide valid tax exemption certificates if applicable

• If Cloudidr required to collect taxes, amounts added to invoice

4.4 Service Credits

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.

Credit Request Process:

• Submit to claims@Cloudidr.com within 30 days of incident

• Include account ID, service name, dates, and description

• We will respond within 15 business days

• Credits applied to future invoices; no cash refunds

Credit Limitations:

• Credits are sole remedy for SLA violations

• Maximum credit: 100% of affected service fees

• No credit for services without SLA (free tiers)

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

By You:

• Terminate for any reason by providing notice and closing all accounts

• Must close all accounts for which we provide account closing mechanism

• Responsible for fees through Termination Date

By Us:

• Terminate for any reason with at least 30 days' advance notice

• Notice via email to account administrator

(b) Termination for Cause

By Either Party:

• May terminate if other party in material breach

• Breach must remain uncured for 30 days after receipt of notice

• Terminating party must provide written notice

• No later than Termination Date, you will close your account

By Us - Immediate Termination:

We may terminate immediately upon notice if:

(i) We have right to suspend under Section 5.4 and issue is either:

• Not capable of being remedied; or

• Not remedied within 30 days of suspension

(ii) Our relationship with third-party partner expires or requires us to change how we provide software/technology as part of Services

(iii) Required to comply with law or governmental entity requests

5.3 Effect of Termination

(a) Generally

Upon the Termination Date:

(i) Except as provided in Section 5.3(a)(iv), all your rights under this Agreement immediately terminate

(ii) You remain responsible for all fees and charges through the Termination Date and during post-termination period

(iii) You will immediately:

• Return all Cloudidr Content in your possession; or

• Destroy all Cloudidr Content if instructed by us

• Provide written certification of destruction if requested

(iv) These sections continue to apply: 3.1, 4, 5.3, 6 (except 6.3), 7, 8, 9, 11, and 12

(b) Post-Termination Data Handling

Your Content:

• You have 30 days to retrieve Your Content after termination

• After 30 days, we may delete Your Content

• No obligation to retain Your Content after termination

LLM Ops Data:

• Metadata deleted within 30 days of account deletion

• No recovery possible after deletion

• Export metadata before account closure if needed

FlexCompute/GPU Service:

• Instances terminated immediately upon account closure

• Data on instances deleted per AWS policies

• No access to instances after termination

(c) Survival

Provisions that by their nature should survive termination will survive, including:

• Payment obligations

• Proprietary rights

• Disclaimers

• Limitations of liability

• Indemnification

• Dispute resolution

5.4 Suspension

(a) Suspension Rights

We may suspend your or any End User's right to access or use any portion or all of the Services immediately upon notice if:

(i) We determine your or an End User's use of the Services:

• Poses a security risk to the Services or any third party

• Could adversely impact our systems or other customers

• Could subject us, our affiliates, or third parties to liability

• Could be fraudulent

(ii) You are in breach of this Agreement

(iii) You are in breach of payment obligations (more than 30 days overdue)

(b) Effect of Suspension

• You remain responsible for fees during suspension

• Suspension does not excuse payment obligations

• We will use commercially reasonable efforts to notify you

(c) Resumption

• Suspension lifted once issue remedied

• You must cure breach or pay outstanding amounts

• We may require additional security measures

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.

Limited License to Cloudidr:

• You grant us right to store, transmit, and process Your Content solely to provide Services

• This includes right to make copies for backup and disaster recovery

• Right to use Your Content for troubleshooting (with your permission)

LLM Ops Content:

• Cloudidr has no license to your prompts or responses (we don't store them)

• Metadata license limited to providing cost tracking services

• No right to use metadata for any other purpose without consent

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

(c) None of Your Content or End Users' use of Your Content or the Services will violate the Acceptable Use Policy

Indemnification for Your Content:

• You will indemnify us against claims that Your Content infringes third-party rights

• See Section 7 for full indemnification terms

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

(e) Resell or sublicense the Services

(f) Use Services to develop competing products

6.4 Additional Use 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.

Prohibited Actions:

(a) Reverse engineer, disassemble, or decompile the Services or Cloudidr Content (except to extent applicable law doesn't allow this restriction)

(b) Access or use the Services or Cloudidr Content to avoid incurring fees or exceeding usage limits or quotas

(c) Resell the Services or Cloudidr Content

(d) Use automated tools to access Services in manner that sends more requests than human could reasonably produce

(e) Interfere with or disrupt integrity or performance of Services

(f) Attempt to gain unauthorized access to Services or related systems

(g) Use Services for illegal purposes or to violate others' rights

LLM Ops Specific Restrictions:

(h) Do not attempt to:

• Intercept or log API keys

• Access other customers' metadata

• Reverse engineer cost calculation algorithms

• Bypass proxy for purpose of avoiding tracking

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.

What Are Suggestions:

• Ideas for new features or services

• Recommendations for improvements

• Feedback on existing services

• Bug reports with proposed solutions

No Compensation:

• We have no obligation to use Suggestions

• No compensation owed for Suggestions

• Suggestions become our property

7. Indemnification

7.1 Your Indemnification of Cloudidr

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

(c) A dispute between you and any End User

(d) Your Content infringement or misappropriation of third-party intellectual property rights

Cost Reimbursement:

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 (d) above at our then-current hourly rates.

7.2 Cloudidr Indemnification (Intellectual Property)

(a) Cloudidr IP Indemnity

Subject to limitations in this Section 7.2, we will defend you against any third-party claim alleging that the Services infringe or misappropriate that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(b) Exclusions

Cloudidr has no obligations or liability under this Section 7.2 arising from:

(i) Infringement by combinations of the Services with any other product, service, software, data, content or method (unless provided by Cloudidr)

(ii) Your or End User's use of Services after Cloudidr has notified you to discontinue such use

(iii) Your Content or modifications you make to Services

(iv) Use of non-current version of Services if infringement would have been avoided by current version

(c) Remedies

If Services become, or in Cloudidr's opinion likely to become, subject to IP infringement claim, Cloudidr may at its option:

(i) Procure right for you to continue using Services

(ii) Replace or modify Services to be non-infringing

(iii) Terminate this Agreement and refund prepaid fees for unused portion

(d) Sole Remedy

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.

7.3 Indemnification 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

(c) Reasonably cooperates with the other party (at the other party's expense) in the defense and settlement of the claim

Settlement Approval:

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

IMPORTANT: READ CAREFULLY

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

(IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED

SERVICE-SPECIFIC DISCLAIMERS:

LLM Ops:

• No warranty of cost tracking accuracy

• No warranty of proxy availability or uptime (free tier)

• No warranty regarding third-party AI provider availability

• No warranty of data completeness or accuracy

• Cost calculations provided on best-effort basis

FlexCompute and GPU Service:

• No warranty of instance availability

• No warranty of specific performance levels

• Availability subject to AWS capacity

• No warranty of pricing stability beyond notice period

Hosted Models:

• No warranty regarding model performance or outputs

• No warranty of specific response times

• Model availability subject to third-party providers

9. Limitations of Liability

IMPORTANT: READ CAREFULLY - LIMITS OUR LIABILITY TO YOU

9.1 Liability Disclaimers

EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION), 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, including but not limited to:

• Loss of profits

• Loss of revenue

• Loss of business opportunities

• Loss of data

• Business interruption

• Loss of goodwill or reputation

(B) THE VALUE OF YOUR CONTENT

• Corruption or loss of Your Content

• Cost of recreating Your Content

• Cost of backup or recovery

(C) LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL

(D) UNAVAILABILITY OF THE SERVICES OR CLOUDIDR CONTENT (This does not limit any Service Credits under Service Level Agreements)

LLM Ops SPECIFIC EXCLUSIONS:

Additionally, Cloudidr not liable for:

• Costs incurred due to proxy downtime or unavailability

• Financial impact of cost tracking inaccuracies

• Third-party AI provider issues or outages

• Inability to access prompts or responses (we don't store them)

• Loss of metadata (backup responsibility is yours)

FlexCompute/GPU Service EXCLUSIONS:

Additionally, Cloudidr not liable for:

• Data loss on your instances

• Application failures or performance issues

• AWS service issues or capacity constraints

• Impact of instance termination or unavailability

9.2 Damages Cap

EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION), 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.

CALCULATION OF CAP:

• Based on fees paid for specific service that caused liability

• 12-month lookback period

• Does not include unpaid fees or taxes

• Separate cap for each independent claim

EXCEPTIONS TO CAP:

Nothing in this Section 9 will limit:

(a) Your obligation to pay Cloudidr for your use of the Services pursuant to Section 4

(b) Any other payment obligations under this Agreement

(c) Payment obligations under Section 7 (Indemnification)

ESSENTIAL PURPOSE:

You acknowledge that the fees charged under this Agreement reflect this allocation of risk and that Cloudidr would not enter into this Agreement without these limitations on liability.

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.

Effective Date:

• Modified terms effective upon posting, OR

• If notified by email, as stated in the email message

Your Acceptance:

• Continuing to use Services after effective date = acceptance of modified terms

• Your responsibility to check Cloudidr Site regularly for modifications

Last Modified:

• Date listed at beginning of this Agreement

• Version history available upon request

Material Changes:

• 30 days advance notice for material changes

• Includes pricing changes, SLA changes, significant terms changes

11. Miscellaneous

11.1 Assignment

Your Assignment:

• You will not assign or transfer this Agreement without our prior written consent

• Assignment in violation of this section is void

• Includes assignment by operation of law, merger, or sale of assets

Our Assignment:

• We may assign without your consent:

  • In connection with merger, acquisition, or sale of assets

  • To any affiliate

  • As part of corporate reorganization

• Assignee deemed substituted for Cloudidr

• Cloudidr fully released from obligations upon assignment

Binding Effect:

• Agreement binds and benefits 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.

Supersedes:

• All prior or contemporaneous agreements

• All prior or contemporaneous understandings

• All prior or contemporaneous communications (written or verbal)

No Additional Terms:

• None of the parties bound by terms different from or in addition to this Agreement

• Including terms in:

  • Orders, receipts, acceptances, confirmations

  • Online registrations or questionnaires

  • RFB, RFP, RFI responses

  • Invoicing processes

Order of Precedence:

• If inconsistent, this document controls over Policies

• Exception: Service Terms control over this document

11.3 Force Majeure

11.3.1 Scope of Force Majeure

Neither party nor their affiliates liable for delays or failures to perform obligations where delay or failure results from circumstances beyond reasonable control, including:

(a) Natural Events:

• Natural disasters (earthquakes, floods, hurricanes)

• 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

• Embargoes or sanctions

(c) Technical Events:

• Widespread cyber attacks

• Major internet backbone disruptions

• Cloud provider infrastructure failures

• Critical supply chain disruptions

• Utility or power failures beyond control

11.3.2 Obligations During Force Majeure

The affected party must:

(a) Promptly notify other party of force majeure event

(b) Take reasonable steps to minimize impact and resume performance

(c) Resume performance as soon as practicable

(d) Provide regular updates on resolution progress

11.3.3 Extended Duration

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

11.3.4 Payment Obligations

Force majeure does not excuse payment obligations for services already delivered or fees already incurred.

11.4 Governing Law

Applicable Law:

• Laws of the State of Delaware

• Without reference to conflict of law rules

• United Nations Convention for the International Sale of Goods does not apply

Governing Courts:

• State or Federal courts in Delaware

• Exclusive jurisdiction and venue

11.5 Disputes

Any dispute or claim relating 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.

11.5.1 Binding Arbitration

Disputes resolved by binding arbitration, rather than in court, except:

• Either party may elect to proceed in small claims court if claims qualify

• We and you both may bring suit in court to enjoin infringement or misuse of intellectual property rights

Arbitration Rules:

• Federal Arbitration Act and federal arbitration law apply

• No judge or jury in arbitration

• Court review of arbitration award is limited

• Arbitrator can award same damages and relief as court

• Arbitrator must follow terms of this Agreement

11.5.2 Pre-Arbitration Notice

Before beginning arbitration, you must send letter to our registered agent:

A REGISTERED AGENT, INC
8 The Green, Suite A
Dover, DE 19901

Letter must:

• Notify us of intent to pursue arbitration

• Describe your claim

• Provide your account information

11.5.3 Arbitration Procedures

• Conducted by American Arbitration Association (AAA)

• Under AAA commercial rules (available at www.adr.org or 1-800-778-7879)

• Payment of fees governed by AAA commercial fee schedule

• Individual basis only (no class actions)

• Not in class, consolidated or representative action

• Underlying award may be appealed per AAA's Optional Appellate Arbitration Rules

11.5.4 Jury Trial Waiver

If claim proceeds in court rather than arbitration, we and you waive any right to jury trial.

11.6 Trade Compliance

Export Controls:

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.

U.S. Regulations:

• Export Administration Regulations

• International Traffic in Arms Regulations

• OFAC economic sanctions programs

Your Responsibilities:

• Compliance for manner in which you use Services or Cloudidr Content

• Transfer and processing of Your Content

• Provision of Your Content to End Users

• Cloudidr region selection for processing

Representations and Warranties:

You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions:

(a) Are not subject to sanctions

(b) Not designated on any list of prohibited or restricted parties, including:

• UN Security Council lists

• U.S. Government lists (SDN List, Foreign Sanctions Evaders List, Entity List)

• European Union or Member States lists

• Other applicable government authority lists

(c) Not located in or organized under laws of sanctioned countries

LLM Ops Trade Compliance:

• You responsible for ensuring AI provider API usage complies with export controls

• OpenAI, Anthropic, Google have separate export compliance requirements

• You must not use LLM Ops to facilitate prohibited transactions

11.7 Independent Contractors

Relationship:

• We and you are independent contractors

• This Agreement does not create:

  • Partnership

  • Joint venture

  • Agency relationship

  • Employment relationship

• Neither party is agent of the other

• Neither party has authority to bind the other

Non-Exclusive Rights:

• Both parties reserve right to:

  • Develop or have developed similar products/services/systems

  • Assist third parties who may offer competing products/services

  • Pursue business opportunities independently

11.8 Language

Official Language:

• All communications and notices must be in English

• If we provide translation, English version controls if conflict

• English version prevails in any dispute

11.9 Confidentiality and Publicity

Confidentiality Obligations:

You may use Cloudidr Confidential Information only in connection with your use of the Services or Cloudidr Content as permitted under this Agreement.

Non-Disclosure Period:

• During the Term of this Agreement

• For 5 years following end of Term

Protection Requirements:

You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Cloudidr Confidential Information, including, at minimum, those measures you take to protect your own confidential information of similar nature.

Publicity Restrictions:

You will not:

• Issue press releases about this Agreement without prior written consent

• Make public communications about your use of Services without prior written consent

• Use Cloudidr name or marks in marketing materials without prior written consent

Exceptions:

• You may make factual statements that you use Cloudidr services

• Required disclosure by law or regulation (with prior notice to Cloudidr if possible)

11.10 Notice

11.10.1 Notice to You

We may provide notice by:

(a) Posting notice on Cloudidr Site

(b) Sending message to email address associated with your account

Effectiveness:

• Notices posted on Cloudidr Site: Effective upon posting

• Notices sent by email: Effective when we send email

Your Responsibility:

• Keep email address current in account

• You deemed to have received email when we send it

• Applies whether or not you actually receive email

11.10.2 Notice to Us

To give us notice, you must contact Cloudidr by:

• Facsimile transmission

• Personal delivery

• Overnight courier

• Registered or certified mail

Contact Information: We may update contact information by posting notice on Cloudidr Site.

Effectiveness:

• Personal delivery: Immediate

• Facsimile or overnight courier: One business day after sent

• Registered or certified mail: Three business days after sent

Required Content:

• Account information

• Description of issue or notice

• Contact information for follow-up

11.11 No Third-Party Beneficiaries

Except as set forth in Section 7 (Indemnification), this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

No Rights Created For:

• End Users (except as expressly stated)

• Your employees or contractors

• Third-party service providers

• AI providers (OpenAI, Anthropic, Google)

• AWS or other infrastructure providers

11.12 Government Rights

U.S. Government End Users:

If you are a U.S. Government end user, Cloudidr is providing the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following:

• Government technical data and software rights include only those rights customarily provided to the public
  
  
  

• This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation)
  
  
  

• If a government agency has a need for rights not granted under these terms, it must negotiate with Cloudidr to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement or contract
  
  
  

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.

Waiver Requirements:

• All waivers by us must be in writing to be effective

• Must be signed by authorized Cloudidr representative

• Waiver of one breach does not waive subsequent breaches

• Waiver of one provision does not waive other provisions

11.14 Severability

If any portion of this Agreement is held to be invalid or unenforceable:

(a) The remaining portions remain in full force and effect

(b) Invalid portions interpreted to effect intent of original portion

(c) If construction not possible, invalid portion severed but rest of Agreement remains in effect

Judicial Modification:

• Courts encouraged to modify invalid provisions to be valid

• While preserving intent of parties

• And maintaining enforceability of remainder

12. Definitions

"Reasonable Efforts" means taking appropriate steps that a similar cloud service provider would take under similar circumstances, including:

• Allocating adequate resources

• Following industry standard practices

• Maintaining appropriate staffing levels

• Providing regular communication

• Implementing documented procedures

"Acceptable Use Policy" means that you may not use, or facilitate or allow others to use, the Services:

• 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, then your Account Country is the country associated with your tax registration. Otherwise, your Account Country is the country where your billing address is located, except if your credit card 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. Examples: 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.

Includes:

• Nonpublic information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs

• Third-party information we are obligated to keep confidential

• Nature, content and existence of discussions or negotiations between parties

Excludes information that:

• Is or becomes publicly available without breach of this Agreement

• Can be shown by documentation to have been known to you at time of receipt

• Is received from third party who didn't acquire or disclose by wrongful act

• Can be shown by documentation to have been independently developed without reference to 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 provided by our personnel). 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 by us), as may be updated by us from time to time.

"Content" means software (including machine images), data, text, audio, video, images, or any other form of information or creative expression.

"End User" means any individual or entity that directly or indirectly through another user:

• Accesses or uses Your Content, OR

• Accesses or uses the Services under your account

Does not include individuals or entities accessing or using Services or Content under their own Cloudidr account.

"Governing Laws" are the laws of the State of Delaware.

"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).

"Metadata" (LLM Ops Specific) means non-content information collected by LLM Ops including:

• Token counts (input and output)

• Model identifiers

• Timestamps

• Request and response IDs

• Calculated costs

• Custom tags provided by customer

Does NOT include prompts, responses, message content, or API keys.

"Policies" means the Acceptable Use Policy, Service Terms, Privacy Notice, and any other policies referenced in this Agreement.

"Privacy Notice" means the privacy notice located at http://www.Cloudidr.com/privacy-policy (and any successor locations), as may be updated by us from time to time.

"Service" means each of the services made available by us or our affiliates, including:

• Disaster Recovery Compute Service (DRCS)

• Schedule Compute Service (SCS) / FlexCompute

• GPU Service

• Hosted Models

• LLM Ops

• Management and monitoring tools

• Integration services

Does not include Third-Party Content.

"Service Terms" means the rights and restrictions for particular Services located at https://www.Cloudidr.com/terms-and-conditions (and any successor locations), as may be updated by us from time to time.

"Service Level Agreement" or "SLA" 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. Located at https://www.Cloudidr.com/terms-and-conditions (and any successor locations).

"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.

For LLM Ops: "Your Content" does NOT include prompts or responses passing through the proxy, as these are not stored or processed by Cloudidr.

Document Version: 2.0
Previous Version Date: December 19, 2024
Current Version Date: January 7, 2026

Summary of Major Changes from Previous Version

New Services Added:

1. FlexCompute - Pay-as-you-go AWS compute with 30-40% discount

2. GPU Service - SSH-only access to discounted GPU instances

3. Hosted Models - Managed LLM hosting with token-based billing

4. LLM Ops - AI API cost tracking across multiple providers

Critical LLM Ops Additions:

Section 2.4 - Data Privacy:

• API keys pass-through only, never stored

• Prompts/responses never logged or accessed

• Metadata-only collection policy

• 30-day deletion guarantee

• US data center storage

Section 3 - Your Responsibilities:

• API key security requirements

• Compliance with AI provider terms

• Fallback configuration responsibility

Section 8 - Disclaimers:

• No warranty of cost tracking accuracy

• No warranty of proxy availability (free tier)

• Best-effort service provision

Section 9 - Limitations of Liability:

• No liability for proxy downtime

• No liability for cost tracking errors

• No liability for third-party AI provider issues

• Customer responsible for failover

General Enhancements:

• Updated service descriptions throughout

• Enhanced security and data handling sections

• Clarified multi-service billing

• Added service-specific restrictions

• Updated definitions for new services

• Enhanced trade compliance for AI services

Policy Clarifications:

• Free tier = no SLA commitment

• Paid tiers (future) = 99.99% SLA

• Commercial use allowed (all tiers)

• Metadata retention = until account deletion

• Zero content storage policy (LLM Ops)