Terms of Service

1. Introduction and Acceptance

These Terms of Service (the "Terms") are a legally binding agreement between LOD Technologies Inc., a corporation incorporated under the laws of British Columbia, Canada ("CLōD," "we," "us," or "our"), and the individual or entity accessing or using the CLōD platform ("you" or "Customer"). CLōD is a product of LOD Technologies Inc. operated at clod.io.

By creating an account, generating an API key, purchasing Credits, submitting an API request, or otherwise accessing or using the Services, you accept these Terms. If you do not agree, you must not access or use the Services.

If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

These Terms incorporate by reference our Privacy Policy and any usage policies, rate limits, or supplemental terms published on clod.io or in our documentation (collectively, the "Policies"). A supplemental term expressly identified as applying to a specific feature governs over these Terms for that feature only. Policies may not materially reduce your rights under these Terms except through the modification process in Section 22.

2. Definitions

"Services" means the CLōD platform, including the unified API, model routing infrastructure, energy-aware routing, dashboard, documentation, and any related products or features made available by CLōD.
"Input" means any prompt, text, data, file, or other content you submit to the Services.
"Output" means content generated and returned by a model in response to your Input.
"Customer Content" means, collectively, your Inputs and Outputs.
"Credits" means prepaid amounts purchased by you and drawn down against usage of the Services.
"Free Tier" means any no-cost usage allowance we make available, including free daily requests.

3. Eligibility

You must be at least the age of majority in your jurisdiction of residence to enter into these Terms. If you are at least 16 but under the age of majority, you may use the Services only with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. The Services are not intended for, and may not be used by, anyone under 16.

We do not serve sanctioned countries. CLōD observes and complies with the economic and trade sanctions administered by Canada (including under the Special Economic Measures Act, the United Nations Act, and the Justice for Victims of Corrupt Foreign Officials Act), the United States (including sanctions administered by the U.S. Office of Foreign Assets Control (OFAC)), and the United Nations Security Council.

You may not access or use the Services, and we will not knowingly provide the Services, if you are (a) located in, organized under the laws of, or ordinarily resident in a country or territory that is the target of comprehensive Canadian, U.S., or UN sanctions (including, at the date of these Terms, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); or (b) an individual or entity listed on, or owned or controlled by, or acting on behalf of a person listed on, any applicable sanctions or restricted-party list maintained by Canada, the United States (including the OFAC Specially Designated Nationals and Blocked Persons List), or the United Nations. You represent and warrant that you are not such a person and that you will not use the Services in violation of any applicable sanctions law.

4. Accounts and API Keys

To use the Services you must register an account and provide accurate, current, and complete information, which you must keep up to date.

You are responsible for all activity occurring under your account and API keys, whether or not authorized by you, until you notify us of a compromise. You agree to: keep your credentials and API keys confidential; not share API keys publicly, embed them in client-side code, or transfer them to third parties; use reasonable security measures, including strong passwords and two-factor authentication where available; and notify us promptly at support@clod.io if you suspect unauthorized access or a compromised key, and revoke the affected key from your dashboard.

We may suspend or terminate accounts as described in Section 16. Accounts are personal to you (or your entity) and may not be sold, transferred, or shared.

5. The Services

CLōD provides a unified API through which you may access artificial intelligence models, together with routing, cost-optimization, observability, and related tooling. CLōD operates the inference and routing layer that processes your requests and returns the resulting Outputs to you.

Free Tier. We may offer a Free Tier, such as a daily allowance of free requests. The Free Tier is provided as-is, with no availability commitment, may be rate-limited, throttled, modified, or withdrawn at any time without notice, and may exclude certain models or features.

Model availability and automatic fallback. The catalog of available models, model providers, pricing, context limits, capabilities, and geographic availability may change over time. We may add, remove, deprecate, rename, upgrade, or substitute models or model providers, or modify routing behaviour.

To improve the availability, reliability, and continuity of the Services, if the model selected or requested by you is unavailable, overloaded, rate-limited, degraded, restricted, or otherwise unable to process a request, CLōD may automatically route the request to an alternative model or model provider. The alternative model may have different capabilities, performance characteristics, context limits, output behaviour, safety controls, data-processing locations, or pricing.

Where an automatic fallback occurs, the model requested and the model that processed the request will be identified in the Customer's activity log, together with other available routing information. Customers are responsible for reviewing their activity logs where the identity of the model used is material to their application, compliance obligations, or intended use.

Where reasonably practicable, CLōD will provide at least thirty (30) days' advance notice before permanently removing a generally available paid model. Advance notice may not be possible where removal or restriction is required because of legal, regulatory, security, safety, licensing, third-party provider, sanctions, technical, or other circumstances outside CLōD's reasonable control. Refund eligibility arising from the permanent removal of a model is governed exclusively by Section 7.

Beta features. Features identified as alpha, beta, preview, or experimental are provided for evaluation only, may be modified or discontinued at any time, and are excluded from any commitments in these Terms to the maximum extent permitted by law.

Rate limits. Your use is subject to published rate limits and quotas. We may adjust limits to protect platform integrity. Circumventing rate limits, including through multiple accounts, is prohibited.

No SLA. Unless you have a separately executed written agreement with us providing service-level commitments, the Services are provided without uptime or availability guarantees.

6. Fees, Credits, and Payment

Pricing. Fees for paid usage are set out on our pricing page and are calculated based on metered usage (for example, tokens processed) at the rates in effect at the time of the request. Pricing may change at any time; changes apply prospectively to usage after the change takes effect and do not affect Credits already purchased (though the rate at which Credits are consumed may change with model pricing).

Prepaid Credits. Paid usage is funded by prepaid Credits. By purchasing Credits you authorize us and our third-party payment processor to charge your selected payment method for the purchase amount plus applicable taxes. Credits: (a) are drawn down as you use the Services; (b) have no cash value, are not a deposit, stored value, or electronic money, and are not redeemable for cash except where required by law; (c) are non-transferable and may not be resold; (d) do not expire while your account remains active and in good standing, except as required or permitted by applicable law; and (e) are non-refundable except as set out in Section 7 or as required by applicable law.

Auto-recharge. If you enable auto-recharge, you authorize us to automatically charge your saved payment method for your configured amount whenever your Credit balance falls below your selected threshold. You may disable auto-recharge at any time in your dashboard; disabling does not affect charges already initiated.

Payment processing. Payments are processed by third-party payment processors. We do not store full payment card numbers. Your use of a payment method is subject to the processor's terms. You represent that you are authorized to use the payment method provided.

Billing accuracy. Usage metering by CLōD's systems is authoritative for billing purposes, absent manifest error. You may review your usage and billing records in your dashboard. Billing disputes must be raised in good faith within sixty (60) days of the charge by contacting support@clod.io; we will investigate promptly and issue corrections where warranted.

Chargebacks. Please contact us before initiating a chargeback so we can resolve the issue. We may suspend accounts associated with chargebacks or payment fraud while we investigate, and we may recover costs incurred from unwarranted chargebacks to the extent permitted by law.

Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and governmental charges (including GST/HST, PST, VAT, and sales or use taxes) arising from your purchases, other than taxes on our net income. Where we are required to collect taxes, they will be added to your charge. You are solely responsible for your own tax obligations arising from your use of the Services; CLōD does not provide tax advice.

7. Refund and Cancellation Policy

General refund policy. Except as expressly provided in this Section 7 or as required by applicable law, purchases of Credits are final and non-refundable. Credits are prepaid amounts applied toward future usage, and CLōD earns fees as Credits are consumed.

Fourteen-day refund requests. You may request a refund within fourteen (14) days after the applicable payment. Refund requests submitted more than fourteen (14) days after the payment are not eligible under this policy, except where a longer period is required by applicable law.

A refund may be approved where:

(a) the payment was made in error, including an accidental duplicate purchase;

(b) a material technical problem attributable to CLōD prevented you from using the purchased Credits and CLōD was unable to resolve the problem within a reasonable period; or

(c) during the fourteen-day period following the payment, CLōD permanently removes a model that you materially used or reasonably relied upon without providing at least thirty (30) days' prior notice.

For a refund requested under subsection (c), no refund will be available where the model:

(i) is only temporarily unavailable;

(ii) is renamed, upgraded, migrated to another provider, or replaced by a model with materially equivalent capabilities;

(iii) is removed or restricted because of legal, regulatory, security, safety, licensing, third-party provider, sanctions, technical, or other circumstances outside CLōD's reasonable control; or

(iv) remains available through another model identifier, provider, or routing option offered through the Services.

Refund amount. Any refund may be reduced by the value of Credits already consumed or Services already used. Unless required by applicable law, the maximum refund will be the unused portion of the applicable Credit purchase. Free Tier usage, promotional Credits, bonus Credits, and other Credits provided without payment have no refundable value.

How to request a refund. Refund requests must be submitted through the refund or order-support method provided by Paddle where Paddle processed the payment, or by contacting support@clod.io. The Customer must provide sufficient information to identify the applicable account and transaction and explain the basis for the request.

Refund processing. Approved refunds will be issued through Paddle or the applicable payment processor to the original payment method where possible. Processing times may depend on the payment processor and financial institution.

Discretionary refunds. CLōD may issue refunds or service credits at its discretion in circumstances not expressly covered by this Section. A discretionary refund does not create an obligation to provide a refund in any other case.

Cancellation and account closure. You may stop using the Services and close your account at any time through your dashboard or by contacting support@clod.io. Closing your account does not automatically entitle you to a refund of unused Credits. Any refund request must satisfy this Section 7 or applicable law.

Free Tier. No refunds, cash payments, or service credits are provided in connection with Free Tier usage.

Mandatory consumer rights. Nothing in this Section limits any non-waivable cancellation, withdrawal, refund, or consumer-protection rights available under applicable law. Where Paddle is the merchant of record, Paddle's Buyer Terms and Refund Policy also apply, and Paddle may determine and process refund requests in accordance with those terms.

8. Customer Content — Inputs and Outputs

Your ownership. As between you and CLōD, you retain all right, title, and interest in and to your Inputs, and CLōD assigns to you all of its right, title, and interest, if any, in and to Outputs. You are responsible for your Customer Content, including ensuring you have all rights necessary to submit your Inputs and that your use of Outputs complies with applicable law and these Terms.

No training on your content. CLōD does not use your Inputs or Outputs to train, fine-tune, or improve artificial intelligence models.

License to operate. You grant CLōD a limited, non-exclusive, worldwide, royalty-free license to process, transmit, store, and display Customer Content solely as necessary to (a) provide, secure, and maintain the Services (including routing requests and generating your activity logs); (b) enforce these Terms and prevent abuse or fraud; and (c) comply with applicable law. Where you enable log encryption, CLōD cannot access the contents of encrypted logs.

Usage data. We may collect and use telemetry and usage data (such as request counts, token counts, latency, model selection, and error rates — not the content of Inputs or Outputs) to operate, secure, and improve the Services, and may use such data in de-identified, aggregated form as described in our Privacy Policy.

Nature of Outputs. You acknowledge that machine-generated Outputs are probabilistic: they may be inaccurate, incomplete, offensive, or misleading; may not reflect current events; and may be similar or identical to outputs generated for other users from similar inputs (no exclusivity in Outputs is granted or implied). Outputs may vary depending on the model or model provider used, including where a request is processed through an automatic fallback model rather than the model originally selected or requested. You must evaluate Outputs for accuracy and appropriateness before relying on them, and apply human review appropriate to the consequences of the use. Outputs do not constitute professional advice of any kind, including legal, medical, financial, or tax advice.

9. Acceptable Use

You may not, and may not permit or assist any third party to:

(a) use the Services in violation of any applicable law or regulation, or to infringe, misappropriate, or violate the rights of any person, including intellectual property, privacy, and publicity rights;

(b) submit Inputs containing, or use the Services to generate, content that exploits or harms minors; facilitates violence, terrorism, or human trafficking; or constitutes child sexual abuse material, in any form;

(c) use the Services to develop, disseminate, or operate malware, ransomware, phishing campaigns, or other malicious code or deceptive schemes, or to conduct fraud, spam, or coordinated inauthentic activity;

(d) use the Services or Outputs to provide unlicensed regulated advice, to make fully automated decisions with legal or similarly significant effects on individuals (including credit, employment, housing, insurance, or medical decisions) without meaningful human review, or in any high-risk application where failure could result in death, personal injury, or severe environmental or property damage;

(e) misrepresent Outputs as human-generated where you are required by law to disclose their machine-generated nature, or use the Services to generate deceptive content impersonating real persons without authorization;

(f) attempt to probe, scan, breach, or test the vulnerability of the Services, or conduct red-teaming, jailbreaking, prompt-injection, or safety-circumvention research against the Services or any model accessed through them, without our prior written approval; interfere with or disrupt the integrity or performance of the Services; or access them by any automated means other than the documented API. Good-faith security research conducted in accordance with our published responsible disclosure policy is authorized and will not be treated as a violation of this subsection;

(g) reverse engineer, decompile, or disassemble the Services; access the Services to build a competing product, or publish benchmarks of the Services that misrepresent methodology or results; scrape, harvest, or systematically extract data from the Services; or resell, sublicense, or provide the Services to third parties as a standalone offering without our written agreement (integrating the API into your own value-added application is permitted); or

(h) circumvent or attempt to circumvent rate limits, quotas, Free Tier restrictions, safety mitigations, content filters, or geographic or entity-based model restrictions (including through VPNs, proxies, or multiple accounts).

We may (but have no obligation to) monitor usage patterns and metadata for abuse detection. We may throttle, filter, refuse, or block requests, and suspend or terminate access, where we reasonably believe use violates this Section.

10. Intellectual Property; Feedback

The Services, including all software, routing technology, documentation, interfaces, designs, trademarks (including "CLōD" and "LōD"), and other proprietary materials, are owned by LOD Technologies Inc. or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services in accordance with these Terms during the term of this agreement. No rights are granted except as expressly set out in these Terms.

If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you.

11. Privacy

Our collection, use, and disclosure of personal information in connection with the Services is described in our Privacy Policy. By using the Services you acknowledge that we process personal information as described there. We comply with applicable Canadian privacy law, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, Québec's Act respecting the protection of personal information in the private sector (as amended by Law 25), and with other privacy laws applicable to our processing.

12. Data Security, Data Residency, and Safety Systems

Security program. We maintain administrative, physical, and technical safeguards designed to protect Customer Content and personal information, including encryption in transit (TLS) and at rest, access controls, and monitoring. No security measures are infallible, and we cannot guarantee that unauthorized access will never occur; we will notify you of security incidents affecting your data where and as required by applicable law.

Log settings and encryption. You control request-log retention through your project settings, and may enable log encryption, in which case log contents are readable only by you as the holder of the private key — CLōD cannot decrypt encrypted logs. Retention is described in the Privacy Policy.

Zero Data Retention (ZDR). Where you enable Zero Data Retention for a project (or where agreed in a separately executed written agreement), CLōD does not persist the content of Inputs or Outputs after the request completes: content is processed in memory solely to route the request and return the response, and is not written to logs or storage under our control. Usage metadata (such as token counts, model selection, timestamps, and status codes) is still retained for billing, security, and abuse prevention. ZDR requests may exclude features that depend on stored content (such as activity logs).

Data residency and processing locations. The Services route requests across data centers that may be located in multiple jurisdictions, including the United States, and routing decisions (including energy-aware routing) may vary per request. Unless expressly agreed in a separately executed written agreement, we do not commit to processing or storing data in any particular jurisdiction. International transfers are handled as described in our Privacy Policy and in accordance with applicable law. Customers requiring a data processing agreement (including for GDPR or UK GDPR purposes, with standard contractual clauses where applicable) may request one at support@clod.io.

Safety systems and guardrails. We may operate automated safety systems, including content classifiers, filters, and abuse-detection tooling, and requests or Outputs may be modified, flagged, refused, or blocked by such systems. Safety systems are probabilistic and are not a guarantee that harmful, unlawful, or inaccurate content will be prevented. They do not reduce your responsibility for your use of the Services and Outputs, including implementing your own safeguards, moderation, and human review appropriate to your application. We may report content to authorities where required by law, including apparent child sexual abuse material.

Restricted Data. Unless expressly agreed in a separately executed written agreement, you may not submit to the Services any of the following ("Restricted Data"): protected health information subject to HIPAA or comparable health-privacy laws; payment card data subject to PCI DSS; government-issued identification numbers; biometric identifiers; or personal information of children under 16. The Services are not designed for, and CLōD assumes no responsibility or liability arising from, Restricted Data submitted in breach of this Section.

13. Copyright Complaints

We respect intellectual property rights. If you believe content available through the Services infringes your copyright, notify us at support@clod.io with: identification of the work claimed to be infringed; identification and location of the allegedly infringing material; your contact information; a statement of good-faith belief that the use is unauthorized; and a statement, under penalty of perjury, that the information is accurate and you are authorized to act for the copyright owner. We may remove material and terminate repeat infringers' accounts. We comply with the notice-and-notice provisions of the Copyright Act (Canada). If your content was removed or disabled due to a copyright notice you believe was mistaken, you may submit a counter-notice to the same address and we will process it in accordance with applicable law. We maintain a policy of terminating the accounts of repeat infringers in appropriate circumstances.

14. Export Controls, Sanctions, and Anti-Money Laundering

You must comply with all applicable export control, sanctions, and anti-money laundering laws of Canada, the United States, the United Nations, and any other applicable jurisdiction. CLōD does not serve sanctioned countries or territories and observes the sanctions regimes administered by Canada, the United States (OFAC), and the United Nations. You may not use the Services for the benefit of any sanctioned country, territory, or person, or in connection with money laundering, terrorist financing, or other illicit finance. You may not export, re-export, or transfer the Services, or technical data received through them, in violation of applicable export control laws. We may request identity or residence verification at any time and may restrict or terminate access where required for compliance, without liability.

15. Term, Suspension, and Termination

These Terms apply from your first use of the Services until terminated.

By you. You may terminate at any time by closing your account.

By us. We may suspend or terminate your access, with or without notice, if: (a) you materially breach these Terms or the Policies; (b) we are required to do so by law or by a payment processor; (c) your use poses a security, legal, or abuse risk to the Services, other users, or any third party; (d) your account is associated with payment fraud or chargebacks; or (e) your account has been inactive for an extended period, in which case we will provide at least thirty (30) days' advance notice, and such termination is treated as termination other than for breach for purposes of Section 7. Where practicable and lawful, we will give you notice and an opportunity to cure non-material breaches.

Effect of termination. Upon termination, your licence to use the Services ends, API keys are revoked, and outstanding payment obligations become due. Unused Credits are handled per Section 7. We may retain data as described in the Privacy Policy or as required by law. You may request an export of your available data within thirty (30) days after closure; encrypted logs remain accessible only to you.

Appeals. You may appeal a suspension or termination by contacting support@clod.io.

Survival. Sections 2, 6 (as to amounts owed), 7, 8, 9 (as to use occurring before termination), 10, 12, 14, and 16 through 22 survive termination.

16. Disclaimers

THE SERVICES, CREDITS, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLōD AND ITS LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; ANY MODEL WILL REMAIN AVAILABLE; OUTPUTS WILL BE ACCURATE, RELIABLE, COMPLETE, UNIQUE TO YOU, OR SUITABLE FOR ANY PURPOSE; SAFETY SYSTEMS WILL PREVENT ANY PARTICULAR CONTENT; OR THAT COST-OPTIMIZATION OR ROUTING FEATURES WILL ACHIEVE ANY PARTICULAR SAVINGS OR PERFORMANCE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, THE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) NEITHER CLōD NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;

(b) THE TOTAL AGGREGATE LIABILITY OF CLōD AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO CLōD FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (ii) ONE HUNDRED CANADIAN DOLLARS (CAD $100). THIS CAP DOES NOT LIMIT ANY REFUND OF UNUSED CREDITS AVAILABLE UNDER SECTIONS 7 AND 21; and

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence where such limitation is prohibited, death or personal injury caused by negligence where such limitation is prohibited, or any other liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow the limitation of certain damages; in such jurisdictions, these limitations apply to the maximum extent permitted.

18. Indemnification

You will defend, indemnify, and hold harmless LOD Technologies Inc. and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, loss, liability, or expense (including reasonable legal fees) arising out of or relating to: (a) your Customer Content, including any product or service you provide to your own users; (b) your breach of these Terms or the Policies; or (c) your violation of applicable law or the rights of any third party — in each case except to the extent the claim arises from CLōD's breach of these Terms. We may assume the exclusive defence and control of any matter subject to indemnification (at your expense), in which case you agree to cooperate with our defence. This Section does not apply to you if you are a consumer using the Services for personal, family, or household purposes.

19. Dispute Resolution; Arbitration; Class Action Waiver

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury trial.

Informal resolution first. Before commencing any formal proceeding, you and CLōD agree to attempt in good faith to resolve any dispute informally. Either party may initiate this process by written notice to the other (to CLōD at support@clod.io) describing the dispute and proposed resolution. If the dispute is not resolved within sixty (60) days of notice, either party may proceed as set out below.

Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, breach, termination, validity, or interpretation, will be finally resolved by binding arbitration administered by the Vancouver International Arbitration Centre (VanIAC) under its applicable rules, before a single arbitrator. The seat of arbitration will be Vancouver, British Columbia, Canada. The language of arbitration will be English. Hearings may be conducted remotely by videoconference where a party would otherwise be required to travel internationally. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own legal costs unless the arbitrator awards otherwise. For consumer claims seeking less than CAD $25,000, CLōD will pay VanIAC filing and administration fees that exceed CAD $200, and any hearing will be conducted remotely at the consumer's election.

Exceptions. Either party may: (a) bring an individual claim in small claims court in a court of competent jurisdiction; or (b) seek injunctive or other equitable relief in court to protect intellectual property rights or prevent unauthorized access to or abuse of the Services.

Class action waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. If the class action waiver is found unenforceable as to a particular claim, then that claim (and only that claim) shall proceed in court, and the waiver shall remain enforceable as to all other claims.

Mass filings. If twenty-five (25) or more demands for arbitration raising similar claims are filed by or with the assistance of coordinated counsel or organizations, the parties agree that the demands will be administered in batches of up to ten (10) demands per arbitrator, with a single set of filing and administration fees per batch, and the limitation period tolled for demands awaiting their batch.

Opt-out. You may opt out of this arbitration agreement and class action waiver by emailing support@clod.io within thirty (30) days of first accepting these Terms, stating your account email and your intent to opt out. Opting out does not affect any other provision of these Terms.

Consumer carve-out. If you are a consumer — an individual using the Services for personal, family, or household purposes — this Section 19 applies to you only to the extent permitted by the laws of your place of residence, including, for greater certainty, British Columbia's Business Practices and Consumer Protection Act, Ontario's Consumer Protection Act, Québec's Consumer Protection Act, and the consumer protection laws of the European Union and United Kingdom. You retain any non-waivable right to bring proceedings in the courts of, and under the consumer protection laws of, your place of residence.

Time limit. To the extent permitted by applicable law, any claim must be commenced within two (2) years after the cause of action accrues, or it is permanently barred.

20. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 19, the parties attorn to the exclusive jurisdiction of the courts of British Columbia, sitting in Vancouver. If you are a consumer, this choice of law does not deprive you of mandatory protections under the laws of your place of residence.

21. Modifications

To the Services. We may modify, suspend, or discontinue any part of the Services at any time. We are not liable for any modification, suspension, or discontinuance, though any refund of remaining Credits available under Section 7 applies if we permanently discontinue the Services.

To these Terms. We may update these Terms from time to time. The "Effective Date" above reflects the latest version. For material changes, we will provide at least thirty (30) days' advance notice by email and prominent notice in the dashboard, identifying the amended provisions and their effective date. Changes apply prospectively only, and the version of the Terms you accepted remains available on request. Your continued use of the Services after the effective date of updated Terms constitutes acceptance. If you do not agree to updated Terms, you may terminate before the effective date and request a refund of your unused Credit balance as provided in Section 7 by contacting support@clod.io.

22. General Provisions

Entire agreement. These Terms, together with the Policies and any separately executed agreement between you and us, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings on that subject. In the event of conflict, the order of precedence is: (1) a separately executed written agreement; (2) these Terms; and (3) the Policies, except that a supplemental term expressly identified as applying to a specific feature governs for that feature.

Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, government action, sanctions, power or internet failures, or failures of third-party data centres or infrastructure. The affected party will notify the other and use reasonable efforts to mitigate.

Assignment. You may not assign these Terms without our prior written consent; any attempted assignment in violation is void. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or severed if it cannot be), and the remaining provisions remain in full force.

No waiver. A party's failure or delay in exercising any right is not a waiver of that right or any other right.

No third-party beneficiaries. Except for the protections extended to licensors and our affiliates in Sections 16–18, these Terms create no third-party beneficiary rights.

Publicity. We will not use your name or logo in marketing materials without your prior consent. You may state factually that you use the Services.

Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

Notices. We may provide notices via email to the address on your account, through the dashboard, or by posting on clod.io. Notices to CLōD must be sent to support@clod.io or to LOD Technologies Inc.'s registered office in British Columbia, Canada.

Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais.

Interpretation. Headings are for convenience only. "Including" means "including without limitation."

23. Contact

Questions about these Terms may be directed to:

CLōD by LOD Technologies Inc., Vancouver, British Columbia, Canada at support@clod.io