Terms and Conditions

Effective Date: 1 March 2025

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you" or "User") and CloudXLR ("we", "us", or "our"). These Terms govern your access to and use of the CloudXLR no-code application builder, the website cloudxlr.com, and all associated software, content, features, and tools (collectively, the "Service").

By creating an account, accessing, or using any part of our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Data Processing Addendum (DPA), all of which are incorporated by reference into this agreement. If you do not agree to all of these terms, you may not access or use the Service.

1. Eligibility and Authority

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Service. If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such a case, "you" and "your" will refer to that entity. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

2. Account Management and Security

  • Account Creation: You agree to provide accurate, current, and complete information during the registration process and to keep your account details updated at all times. Providing false information of any kind may result in the termination of your account.
  • Account Security: You are solely responsible for safeguarding your account password and for all activities that occur under your account, whether or not you have authorized such activities. You must notify us immediately at security@cloudxlr.com of any breach of security or unauthorized use of your account.
  • Liability for Unauthorized Access: We are not liable for any loss, damage, or claims arising from your failure to secure your account credentials or from unauthorized access to your account.

3. Acceptable Use and User Content

  • Lawful Use: You agree to use the Service only for lawful purposes and in strict accordance with these Terms.
  • User Content Responsibility: You are solely responsible for all data, code, text, images, and other materials you upload, create, or transmit using the Service ("User Content"). You represent and warrant that you own or have obtained all necessary rights, licenses, and permissions for your User Content and that its use within the Service does not and will not infringe upon or violate any third-party rights (including intellectual property, privacy, or publicity rights) or any applicable laws or regulations.
  • Prohibited Conduct: You agree not to, and not to permit any third party to, use the Service to engage in activities including, but not limited to, those listed in our full Acceptable Use Policy [LINK to Policy], such as distributing malware, infringing on IP rights, or engaging in fraudulent activity.

3.1. Public Nature of Free and Trial Accounts

  • Acknowledgement of Public Access: You acknowledge and agree that any and all projects, applications, and User Content created, uploaded, or developed using a free, trial, or any other non-paid subscription plan ("Free Plan") are not confidential and shall be considered public.
  • Public Visibility: We reserve the right to make any project created under a Free Plan publicly visible, accessible, and viewable by other users and the general public, at our sole discretion and without notice to you.
  • License for Public Display: By using a Free Plan, you grant CloudXLR a perpetual, worldwide, irrevocable, royalty-free, non-exclusive license to publicly display, distribute, reproduce, and use the projects and User Content you create for marketing, promotional, and demonstration purposes.
  • WARNING - NO CONFIDENTIAL INFORMATION: YOU AGREE NOT TO INCLUDE ANY CONFIDENTIAL, PROPRIETARY, SENSITIVE, OR PERSONAL DATA IN ANY PROJECT CREATED UNDER A FREE PLAN. YOU ARE SOLELY RESPONSIBLE FOR ANY EXPOSURE OR DAMAGES RESULTING FROM THE PUBLIC NATURE OF THESE PROJECTS.
  • Upgrading to a Paid Plan: To maintain the privacy and confidentiality of your projects and User Content, you must subscribe to a paid plan. Projects created under or migrated to a paid plan will be treated as confidential in accordance with these Terms.

4. AI and Code Generation

  • "As Is" Basis: All AI-generated code, content, designs, and recommendations ("AI Output") are provided on a strictly “as is” and “as available” basis.
  • No Warranties for AI Output: We make no representations or warranties of any kind regarding the functionality, correctness, security, originality, or quality of any AI Output. We do not warrant that AI Output will be error-free, compliant with any specific regulations (such as HIPAA or PCI-DSS), suitable for any particular purpose, or free from third-party intellectual property.
  • User's Sole Responsibility: You are solely and exclusively responsible for reviewing, testing, validating, securing, and clearing the rights for any AI Output before any public, internal, or commercial use. The AI models may have been trained on codebases that include various open-source licenses, and you are solely responsible for ensuring your compliance with any such licenses embedded in the AI Output.
  • No IP Grant: Your use of the AI features does not grant you any ownership or intellectual property rights in the underlying AI models or algorithms.

5. Service Availability, Data, and Backups

  • Service Availability: We will use commercially reasonable efforts to make the Service available. However, we do not guarantee uninterrupted, timely, or error-free service. The Service may be subject to downtime for scheduled maintenance, emergency repairs, or due to failures of telecommunications links and equipment that are beyond our control.
  • Data Backup Responsibility: YOU ARE SOLELY RESPONSIBLE FOR CREATING AND MAINTAINING YOUR OWN BACKUP COPIES OF ALL USER CONTENT AND APPLICATIONS YOU BUILD ON THE SERVICE. CloudXLR is not a backup service.
  • No Liability for Data Loss: We will not be liable for any loss, corruption, or deletion of your User Content or any other data, regardless of the cause.

6. Fees, Payment, and Subscription

  • Subscription Plans: The Service is available under different subscription plans. Fees, features, and limits for each plan are described on our pricing page. Key differences between plans include, but are not limited to, feature access and the public or private nature of projects as described in Section 3.1.
  • Payment Authorization: By subscribing, you authorize us (or our third-party payment processor) to charge your chosen payment method on a recurring basis for the subscription fees, plus any applicable taxes.
  • Non-Refundable Fees: All fees are non-refundable, except as expressly stated in these Terms or as required by applicable law. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for unused time with an open account.
  • Billing Disputes: Any billing disputes must be reported to support@cloudxlr.com within sixty (60) days of the date of the charge. Failure to do so will result in a waiver of your right to dispute such charges.

7. Intellectual Property Rights

  • Our IP: All rights, title, and interest in and to the Service itself, including all underlying software, technology, designs, branding, and content (excluding User Content), are and will remain the exclusive property of CloudXLR and its licensors.
  • Your IP: You retain all ownership rights to your User Content.
  • License to Us: To enable us to operate and improve the Service, you grant CloudXLR a limited, worldwide, non-exclusive, royalty-free, sublicensable license to host, copy, transmit, display, modify, and use your User Content. This license ends when you delete your User Content or your account, except to the extent necessary for us to comply with legal obligations, maintain backup archives, or as otherwise provided in Section 3.1 for Free Plans.
  • Feedback: If you provide us with any suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, implement, and commercialize such Feedback without any attribution or compensation to you.

8. Third-Party Services and Integrations

The Service may permit you to link to or integrate with other websites, services, or resources on the internet (e.g., payment processors, mapping services). When you access third-party resources, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, or any other aspect of such resources. The inclusion of any such link does not imply our endorsement. You further acknowledge and agree that we shall not be liable, directly or indirectly, for any damage or loss caused by or in connection with the use of or reliance on any such third-party content, goods, or services.

9. Termination

  • Termination by You: You may terminate your account at any time through your account settings or by contacting us.
  • Termination by Us: We may suspend or terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. Grounds for termination include, but are not limited to, (a) a breach of these Terms, (b) non-payment of fees, (c) requests by law enforcement, or (d) unexpected technical issues.
  • Effect of Termination: Upon termination, your right to use the Service will immediately cease. We may, in our sole discretion, delete your account and all User Content associated with it. All outstanding fees become immediately due and payable.
  • Survival: All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution.

10. DMCA Copyright Policy

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA), we will respond to notices of alleged copyright infringement. If you are a copyright owner and believe that any content on our Service infringes upon your copyrights, you may submit a notification to our Designated Copyright Agent at copyright@cloudxlr.com with the required information as per 17 U.S.C. 512(c)(3). We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CLOUDXLR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLOUDXLR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CLOUDXLR FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO CLOUDXLR IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW OR TO LIABILITY ARISING FROM OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

13. Indemnification

You agree to defend, indemnify, and hold harmless CloudXLR, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; or (d) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive the termination of these Terms and your use of the Service.

14. Governing Law and Dispute Resolution

Governing Law: These Terms shall be governed and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions.

Mandatory Arbitration and Class Action Waiver: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. You agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Wilmington, Delaware, and the language of the arbitration will be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CLOUDXLR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and the parties consent to the personal jurisdiction of and venue in such courts.

15. Miscellaneous

  • Entire Agreement: These Terms (including all documents incorporated by reference) constitute the entire agreement between you and CloudXLR and supersede all prior agreements or understandings, whether written or oral.
  • Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions will remain in full force and effect.
  • No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
  • Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without condition.
  • Force Majeure: We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference), acts of God, or third-party acts.
  • Changes to Terms: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. For material changes, we will provide at least 30 days' notice. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

16. Contact Us

If you have questions or concerns regarding these Terms, please contact us at legal@cloudxlr.com.