• "Customer" means the entity or person that creates an account, deploys the Service, or otherwise uses the Services.
• "Authorized Users" means Customer’s employees, contractors, and agents authorized to use the Services for Customer’s internal business purposes.
• "Customer Data" means data, content, and information submitted to or processed by the Services on Customer’s behalf, including cloud account, usage, billing, and resource metadata.
• "Services" means CloudRaiden’s software, applications, integrations, automations, and related services.
• "Site" means our websites that link to these Terms.

You may need an account to use the Services. You agree to:

• Provide accurate information
• Keep credentials confidential
• Promptly notify us of unauthorized access
• Be responsible for all activities under your account

CloudRaiden may be offered through cloud marketplaces or third-party platforms (for example, Microsoft Azure Marketplace) and may integrate with cloud providers.
If you purchase or deploy through a marketplace:

• Your billing and payment obligations may be governed by the marketplace’s terms and ordering process
• CloudRaiden is not responsible for the marketplace’s billing, refunds, or platform availability
• These Terms govern the relationship between Customer and CloudRaiden regarding the Services, except where the marketplace terms control specific payment or ordering mechanics

Subject to these Terms and any applicable order form, subscription details, or statement of work, CloudRaiden grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services during the subscription term, solely for Customer’s internal business purposes.

You will not, and will not permit others to:

• Reverse engineer, decompile, or attempt to discover source code or underlying algorithms (except to the extent prohibited by law)
• Copy, modify, or create derivative works of the Services (except as expressly permitted)
• Use the Services to provide a service bureau, timesharing, or similar services to third parties
• Interfere with or disrupt the integrity or performance of the Services
• Circumvent usage limits or security controls
• Use the Services in a way that violates law or infringes rights of others

Customer is responsible for:

• Maintaining its own systems, internet access, and compatible environment
• Configuring permissions and access controls for any connected cloud environment
• Ensuring Authorized Users comply with these Terms
• The accuracy, quality, and legality of Customer Data and Customer’s instructions to the Services

Ownership

Customer retains all rights to Customer Data. CloudRaiden does not acquire ownership of Customer Data.

Processing

Customer instructs CloudRaiden to process Customer Data to provide, secure, and improve the Services, including generating insights, recommendations, and automation workflows.

De-identified and aggregated data

CloudRaiden may collect and use data about usage and performance of the Services to improve and enhance the Services and for diagnostic and operational purposes. We may disclose such data only in de-identified or aggregated form.

Privacy

CloudRaiden’s Privacy Policy explains how we handle personal data. If Customer requires a data processing addendum (DPA), the parties may enter into one, and it will control to the extent it conflicts with these Terms on privacy or data protection topics.

We maintain reasonable safeguards designed to protect Customer Data. Customer acknowledges that no system is perfectly secure and that use of cloud-connected software involves inherent risks.

We may update, modify, or discontinue parts of the Services from time to time. We may provide support as described in our support materials or order terms.

Fees

Taxes

Renewals

The Services may interoperate with or include third-party services, APIs, SDKs, or components. Third-party services are provided "as is" by the third party, and CloudRaiden does not warrant or support third-party services unless expressly stated.

CloudRaiden may provide recommendations or automate certain actions in connected cloud environments when enabled by Customer. Customer remains responsible for:

• Reviewing and approving configurations and automation settings
• Any changes made in its cloud environment, whether initiated by Customer or by the Services under Customer’s permissions
• Verifying results, including cost savings, performance outcomes, or operational impacts

No guarantee of savings. Any savings estimates, forecasts, or recommendations are informational and not a guarantee of results.

Each party may receive non-public information from the other party ("Confidential Information"). The receiving party will:

• Use Confidential Information only to perform under these Terms
• Protect it using reasonable care
• Not disclose it to third parties except to its personnel and service providers who need to know and are bound by confidentiality obligations

Confidential Information excludes information that is publicly available through no fault of the receiving party, independently developed, or rightfully received without confidentiality obligations.

CloudRaiden (and its licensors) owns and retains all rights to the Services, Site, software, documentation, trademarks, and related intellectual property. Except for the limited rights expressly granted, no rights are granted to Customer. If Customer provides feedback, suggestions, or ideas, CloudRaiden may use them without restriction or obligation.

To the maximum extent permitted by law, the Site and Services are provided "as is," "as available," and "with all faults." CloudRaiden disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
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CloudRaiden does not warrant that the Services will be uninterrupted, error-free, or that results will meet Customer requirements.

By Customer

Customer will defend and indemnify CloudRaiden against claims arising from:

• Customer Data
• Customer’s misuse of the Services
• Customer’s violation of law or these Terms

By CloudRaiden (IP infringement)

CloudRaiden will defend Customer against third-party claims that the Services infringe a U.S. patent or copyright, and will pay final damages awarded, provided Customer:

• Promptly notifies CloudRaiden
• Provides reasonable assistance
• Allows CloudRaiden to control the defense and settlement

This does not apply to claims arising from Customer Data, Customer modifications, combinations with non-CloudRaiden products, or use outside the permitted scope.
If the Services are found infringing, CloudRaiden may: (a) modify, (b) replace, (c) obtain rights for continued use, or (d) terminate and refund prepaid unused fees for the affected portion, if applicable.

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or goodwill.
• CloudRaiden’s total liability for all claims will not exceed the fees paid (or payable) by Customer to CloudRaiden for the Services in the 12 months before the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

Term

These Terms apply while you use the Site or Services, and for subscriptions, during the subscription term.

Termination

Either party may terminate for material breach if not cured within 30 days after written notice (or immediately for nonpayment, if applicable).

Data access after termination

Upon termination, Customer may request export of Customer Data during a reasonable period (for example, 30 days) if available. After that, CloudRaiden may delete Customer Data consistent with its retention practices, unless legally required to retain it.

Suspension

CloudRaiden may suspend access if we reasonably believe there is a security risk, unlawful activity, or material breach.

You will comply with applicable laws, including export control and sanctions laws. You will not provide data controlled under ITAR unless expressly agreed in writing.

CloudRaiden may identify Customer as a customer and use Customer’s name and logo in marketing materials only with Customer’s prior written consent (email is sufficient). Customer may revoke consent prospectively by written notice.

These Terms are governed by the laws of the State of Florida, without regard to conflict of laws rules. The parties consent to exclusive jurisdiction and venue in state or federal courts located in Miami-Dade County, Florida, unless otherwise required by applicable law.

We may update these Terms by posting an updated version on the Site. The "Last Updated" date reflects the most recent revision. Continued use after changes means you accept the updated Terms.

CloudRaiden, LLC
1261 NW 88th St
Miami, FL 33147
Email: info@cloudraiden.com