These terms aim to define the relationship between CLōD and its users, outlining rights, responsibilities, and expectations. They safeguard intellectual property, privacy, compliance, and security for both parties.

To access CLōD services, users must create an account, providing accurate information. Users are responsible for maintaining confidentiality, promptly updating information, and ensuring security measures:

• Maintain confidentiality of account credentials.
• Promptly update account information.
• Use strong passwords and consider regular updates.
• Notify support promptly in case of lost or stolen credentials.
• Avoid sharing passwords, even with trusted individuals.
• Use secure networks and enable Two-Factor Authentication (2FA) for added security.

CLōD reserves the right to suspend or terminate accounts for violations, with reasonable notice in most cases. Users can appeal suspensions or terminations through the support team, following procedures in the dispute resolution section.

In case of account suspension or termination, CLōD may retain user data as outlined in the privacy policy or to comply with relevant laws. Users acknowledge these terms and CLōD's authority to enforce them upon creating and maintaining an account. Non-agreement implies refraining from account creation or discontinuing use.

Individuals registering on behalf of entities must possess the necessary authority to represent the entity and enter into a legally binding agreement, which includes adherence to the terms outlined in this agreement.

1. Service Overview

CLōD provides a platform, accessible through both an API and user interface, designed to allow users to seamlessly interact with a range of Large Language Models (LLMs) hosted by third-party service providers. Through CLōD, users can select specific models, designate preferred providers, or specify operational strategies, such as cost, speed, or efficiency, for routing their AI workloads.

CLōD’s service acts as an intermediary, facilitating access to external AI models and optimizing user requests based on predefined parameters. The platform dynamically manages and routes requests to the most suitable provider or model available, based on user-specified criteria and CLōD’s own operational considerations.

2. Model and Provider Selection

Users of CLōD’s platform may configure their interaction preferences based on their choices of LLM models, specific providers, or performance-driven strategies. CLōD will make every reasonable effort to adhere to these user preferences by routing the workload in line with the selected criteria, provided the requested model or provider is available and meets CLōD’s operational standards.

However, CLōD reserves the right to override user-defined preferences as needed, based on operational factors such as model or provider availability, cost efficiency, performance metrics, or network latency. This is to ensure optimal service delivery. In such instances, CLōD may route workloads to alternative service providers or data centers in various jurisdictions if it improves overall service quality or aligns with the user’s chosen strategy.

3. Jurisdiction and Provider Selection

Unless otherwise specified by the user, CLōD retains the discretion to select the most appropriate jurisdiction or provider that aligns with the user’s preferred strategy, subject to applicable laws and regulations. CLōD is not responsible for ensuring compliance with legal or regulatory requirements related to the processing, storage, or hosting of data by third-party providers in their respective jurisdictions. Users are encouraged to review the policies of third-party providers to understand any jurisdictional implications that may impact their data.

4. Service Availability and Changes

CLōD aims to provide consistent, uninterrupted access to its platform and a broad selection of LLM providers. However, availability may vary based on provider status, maintenance requirements, and other operational constraints. CLōD reserves the right to modify, limit, or discontinue access to certain providers, models, or platform features at its sole discretion and without prior notice. Such modifications may be necessary to maintain service quality, adhere to compliance requirements, or manage agreements with third-party providers.

5. No Guarantee of Specific Providers or Models

CLōD’s platform is designed to offer access to a variety of AI models and providers; however, the availability of specific providers, models, or features is not guaranteed. While CLōD endeavors to maintain active partnerships with leading LLM providers, continuous access to any particular provider, model, or jurisdiction cannot be warranted. CLōD will make reasonable efforts to notify users of significant changes to provider availability or model access when feasible, but no guarantees are provided.

6. Pricing and Provider-Driven Changes

Due to the nature of third-party vendor relationships, CLōD cannot control or prevent pricing changes enacted by external providers. Users acknowledge that CLōD’s service fees may fluctuate in accordance with price adjustments made by third-party vendors. CLōD will make reasonable efforts to notify users of significant pricing changes; however, users are responsible for monitoring pricing and understand they may be subject to provider-driven cost changes when using CLōD.

7. Limitations of Liability for Generated Responses and User Responsibility

CLōD provides access to Large Language Models (LLMs) hosted by third-party providers. CLōD is not responsible for any inaccuracies, hallucinations, incomplete responses, or instances where an LLM avoids responding altogether. The quality, accuracy, and appropriateness of LLM-generated responses remain outside of CLōD’s control, and users acknowledge that responses may not always meet desired standards of reliability or correctness.

Furthermore, CLōD is not liable for any misuse of the platform, whether by the user’s employees, agents, or end-users. It is the sole responsibility of each user to implement safeguards against inappropriate or harmful uses of LLMs, including but not limited to filtering out offensive language, harmful instructions, hate speech, and any other content deemed unacceptable or harmful. Users should also take necessary steps to ensure compliance with relevant laws, regulations, and company policies regarding responsible and ethical use of AI technologies.

We reserve the right to suspend, terminate, or modify our products and services temporarily or permanently without prior notice.

As a user of CLōD Platform, it is imperative to acknowledge and adhere to the following tax compliance responsibilities:

Users are individually responsible for understanding and fulfilling their tax obligations in accordance with the laws and regulations of their respective jurisdictions.

CLōD does not assume any responsibility for users' tax obligations, and the Platform should not be considered a source of tax advice.

Any specific tax concerns or inquiries, including those related to Value Added Tax (VAT), Export and Import taxes, and Government Services Tax (GST), must be communicated with CLōD in advance, prior to the commencement of account usage. 

By using CLōD Platform, users acknowledge that It is essential to stay informed and seek professional advice.

CLōD is committed to strict adherence to Anti-Money Laundering (AML) regulations and expects its users to comply with the following guidelines:

Users shall use their account solely for their benefit or the benefit of their entities and shall not, in any way, transfer the ownership of the account to third parties.

Engaging in any form of money laundering, terrorist financing, or other illicit activities using CLōD services is strictly prohibited. Users are required to promptly report any suspicious or potentially illegal activities conducted through CLōD Platform.

CLōD places restrictions on the provision of services to individuals or entities located in or related to sanctioned countries or entities listed under the Specially Designated Nationals And Blocked Persons List. Sanctioned countries are those subject to Canadian, US, and international sanctions including but not limited to North Korea, Syria, Iran, Crimea, and Cuba.

Violation of these restrictions may result in the suspension or termination of the user's account.

CLōD holds no liability for any loss or damage incurred by users due to the restriction or termination of services to sanctioned countries. CLōD reserves the right to request and verify user identification and residence information at any time in the future.

All intellectual property associated with CLōD services, including but not limited to software, content, trademarks, and any proprietary technologies, are the sole property of CLōD.

CLōD grants users a limited, non-exclusive, non-transferable license to use the intellectual property associated with the services solely for the purpose of utilizing the services in accordance with these terms.

Users are strictly prohibited from reproducing, modifying, distributing, or creating derivative works based on CLōD intellectual property without explicit written consent.

Any unauthorized use of CLōD intellectual property is strictly prohibited and may result in legal action.

Users acknowledge and agree to respect CLōD ownership of the intellectual property and not to claim any rights or ownership over the provided services.

Users shall not engage in reverse engineering, decompiling, or disassembling any part of the software or other proprietary technologies associated with CLōD services.

Users shall not modify, adapt, translate, or create derivative works from CLōD intellectual property. Additionally, users shall not remove or alter any copyright, trademark, or other proprietary notices.

Violation of the terms related to intellectual property may result in the suspension or termination of the user's account.

CLōD reserves the right to take legal action to protect its intellectual property rights in the case of unauthorized use or infringement.

For detailed information on how user data is handled, collected, used, and protected, please refer to our Privacy Policy.

CLōD may collect various types of user data, including but not limited to personal information provided during account creation, transaction details, record of earning and payouts, and technical information such as IP addresses.

User data is collected for the primary purpose of providing and improving our services, ensuring account security, and complying with legal requirements.

Collected data may be used to analyze and enhance the functionality, security, and performance of our services.

User data including email addresses may be used to communicate important service-related updates, and announcements, or to respond to inquiries.

CLōD employs industry-standard security measures to safeguard user data from unauthorized access, disclosure, alteration, or destruction.

User data is not shared with third parties unless required for service provision, legal compliance, or user consent.

Users have the right to access, correct, or delete their personal information. Users can manage their preferences through their account settings.

Users may opt-out of certain data processing activities, such as promotional communications.

CLōD adheres to applicable privacy laws and regulations to ensure the lawful and transparent processing of user data.

By using our Platform and service you give us the consent to collect and process personal and technical data related to you, your company, and your operations.

For detailed information on subscription plans, pricing, and payment terms, please refer to our dedicated pricing page or section on the platform.

For our SaaS and subscription based services we accepts various payment methods for the convenience of users. Accepted payment methods are  major credits cards and wire transfers.

If applicable, subscriptions are billed on a recurring basis, in accordance with the selected subscription plan. Billing cycles, including frequency and dates, will be clearly communicated during the subscription signup process.

Failure to make timely payments may result in the temporary suspension of your account and access to CLōD services. Continued non-payment may lead to the termination of your subscription and access to the platform.

In the event of payment disputes or discrepancies, users are encouraged to contact CLōD support for prompt resolution. While a payment dispute is under investigation, account status and access to services may be affected.

If applicable, certain subscription plans may automatically renew unless canceled by the user before the renewal date. Users can cancel automatic renewals through their account settings or by contacting CLōD support.

Due to the nature of third-party vendor relationships, CLōD cannot control or prevent pricing changes enacted by external providers. Users acknowledge that CLōD’s service fees may fluctuate in accordance with price adjustments made by third-party vendors. CLōD will make reasonable efforts to notify users of significant pricing changes; however, users are responsible for monitoring pricing and understand they may be subject to provider-driven cost changes when using CLōD.

Users may terminate their use of CLōD’s services at any time by simply ceasing to use the platform. No formal termination procedures are required. However, this termination option does not apply if there is a long-term commitment explicitly stated in the user's agreement.

In cases where a user has remaining credits in their account upon termination, CLōD will process a refund of the unused credit balance within 10 working days. The refund will be issued after deducting any costs associated with the user’s account.

CLōD reserves the right to terminate this agreement under the following conditions:

1. Violation of Terms: Any breach of the terms of use, including but not limited to prohibited activities, security breaches, or misuse of the platform.
2. Unauthorized Use: Use of the platform to reverse-engineer CLōD’s solutions or disclose proprietary data to competitors.
3. Non-Compliance with Payment Obligations: Failure to fulfill payment obligations, if applicable.
4. Harmful Conduct: Any conduct that negatively impacts CLōD services, other users, or violates legal requirements.

Upon termination initiated by the user, access to CLōD’s services will be discontinued, and any outstanding payment obligations must be fulfilled.

In the event of termination initiated by CLōD, access to the platform will be immediately suspended, and users may lose access to their accounts and associated data. Users are advised to retrieve any important data prior to terminating their use of the service.

CLōD may retain user data for a reasonable period in line with its privacy policy or as required by applicable local or international laws and regulations.

Users may appeal a termination decision by contacting CLōD support. Appeals will be reviewed in accordance with the dispute resolution procedures outlined in the relevant section of these terms.

While CLōD diligently strives to offer reliable products, services, and software, we cannot assure their absolute safety, error-free functionality, or uninterrupted operation. Therefore, our liability is subject to limitations to the fullest extent permitted by applicable law. Under no circumstances will we be held liable to you for any lost profits, revenues, information, or data, or for consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms.

CLōD liability, regardless of the form of the action, shall be restricted to the amount paid, if any, by you to CLōD within the six (6) months preceding the occurrence of any cause of action. It is important to acknowledge that certain state laws and international regulations may not allow limitations on implied warranties or the exclusion or limitation of specific damages. If such laws apply to you, some or all of the above disclaimers or limitations might not be applicable, and you may retain additional rights.

The Platform is provided 'as is,' without any warranties or guarantees of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement."

You agree to defend, indemnify, and hold CLōD , including its subsidiaries, affiliates, officers, agents, partners, and employees, harmless from any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

• Your Contributions.
• Your use of the Platform.
• Breach of these Terms of Use.
• Any breach of your representations and warranties as stated in these Terms of Use.
• Your violation of the rights of a third party, including intellectual property rights.
• Any overt harmful act toward any other user of the Platform with whom you connected via the Platform.

Despite the above, CLōD reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate, at your expense, with our defense of such claims. We will make reasonable efforts to notify you of any such claim, action, or proceeding subject to this indemnification upon becoming aware of it.

In the event of any dispute, claim, or controversy arising out of or relating to these Terms of Use, the parties agree to first attempt to resolve the matter informally and in good faith.The party raising the dispute shall provide written notice to the other party, outlining the nature of the dispute and seeking resolution through negotiations.

If the dispute is not resolved through informal negotiations, both parties agree to submit the dispute to non-binding mediation. The mediation shall be conducted by a neutral third-party mediator agreed upon by both parties or appointed by a mutually agreed-upon mediation provider.

If mediation does not lead to resolution, any unresolved dispute shall be submitted to binding arbitration in accordance with the rules of a recognized arbitration provider agreed upon by both parties.

The arbitration shall be conducted by a single arbitrator, unless both parties agree to a panel of arbitrators. The decision of the arbitrator(s) shall be final and binding.

Any legal proceedings arising from or related to these Terms of Use shall be subject to the jurisdiction of the courts in the British Columbia, Canada without regard to its conflict of law principles. The venue for any legal proceedings shall be Vancouver, BC, Canada unless agreed upon otherwise by both parties.

CLōD reserves the right to make updates, modifications, or changes to the Platform and its website, including the Terms of Use and Privacy Policy, without prior notice.

Users are advised to check for updates regularly to stay informed about any changes in the services, features, or terms.

The "Effective Date" at the top of these documents reflects the last date of modification and shows the date this Terms of Use and its related terms is legally binding. It is recommended to review this date regularly for awareness of any recent updates.

These Terms of Use and the Privacy Policy are governed by and construed in accordance with the laws of British Columbia, Canada, without regard to its conflict of law principles.

Neither party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane, or other natural disasters), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power, confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, or interruption or failure of electricity or internet or failure in third party data centers, failure or change in third party data providers such as ISOs, accidents such as air and road accidents limiting the ability of each party to fulfill its duties.

The affected party shall promptly notify the other party, providing details of the circumstances and the expected duration of the force majeure event.

Both parties shall use reasonable efforts to mitigate the impact of the force majeure event on the performance of their respective obligations.

No failure or delay by either party in exercising any right, power, or remedy under these Terms of Use or the Privacy Policy shall constitute a waiver of that right, power, or remedy.

The waiver of any such right, power, or remedy shall not be construed as a waiver of any other right, power, or remedy, and shall not prevent the subsequent exercise of that right, power, or remedy.

If any provision of these Terms of Use or the Privacy Policy is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

The invalid, illegal, or unenforceable provision shall be modified or replaced with a valid, legal, and enforceable provision that most closely reflects the intent of the original provision.

You may contact us about this agreement by sending an email to support[at]clod.io