T e r m s   o f   S e r v i c e   f o r   S o f t w a r e   a s   a   S e r v i c e   ( S a a S )

These Terms of Service (“ToS”), together with any applicable Order Form and referenced service descriptions, all subsequent updates, and any supplemental terms mutually agreed upon in writing or any other terms or policies referred to in this ToS (collectively form, the “Agreement”), which govern the Customer’s access to and use of the Service provider’s software-as-a-service platform and related services. This Agreement is entered into between CloudEva AI Technologies Inc. (“Service provider” or “CloudEva” or “we” or “us”) and the customer who will access & utilize the services (“Customer “or “you”). This Agreement is effective upon account creation or access or utilization of the Services, whichever is earlier.

CLOUDEVA PROVIDES THE SUBSCRIPTION SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY ACCEPTING, YOU SHALL (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLOUDEVA WILL NOT AND DOES NOT PROVIDE A SUBSCRIPTION TO USE THE SUBSCRIPTION SERVICE TO CUSTOMER AND YOU MUST NOT ACCESS OR USE SERVICES AND EXIT IMMEDIATELY.

CloudEva & Customer may each be individually referred to as a “Party” or collectively as the “Parties”

1. DEFINITION & ACCEPTANCE

1.1 “Authorized Users” means an individual authorized by the Customer to access and use the Services strictly within the user limits of the applicable Subscription Plan, solely for the Customer’s internal business purposes. Any use beyond such limits shall require the purchase of additional user licenses.

1.2 “Order From” means any online order, subscription selection, checkout confirmation, or electronic acceptance through which the Customer selects a subscription plan, billing cycle, pricing, and features for the Services, including by clicking “Subscribe”, “Purchase”, “Pay”, or similar buttons and completing payment through an authorised payment method. For self-service or online subscriptions, an Order Form shall be deemed executed and binding upon the Customer’s selection of the Subscription and successful completion of payment. Any invoice, receipt, confirmation email, or system record generated by CloudEva shall constitute evidence of the applicable Order Form. Each Subscription purchased through the Service shall constitute a separate Order Form under this Agreement.

1.3 “Changes to Order Form:” If Customer elects to upgrade to a new variant of the Subscription Service or elects to license additional functionality and features offered by CloudEva, the parties will enter into a new or amended Order Form specifying such new subscription and/or such additional functionality and the additional fees to be paid by Customer.

1.4 “Access to the Service: ” The Customer wishes to license the SaaS Services available at https://cloudeva.ai/ from CloudEva. Access to the Services is provided only pursuant to account creation, a valid Order Form accepted by the Customer or as may be decided as per the CloudEva from time to time.

1.5 “Subscription” means Subject to the terms and conditions of this Agreement and the applicable Order Form, CloudEva grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, non-exclusive, right to access and use the CloudEva software-as-a-service platform and related services (“Services”) during the applicable subscription term (“Subscription”)

1.6 “Unpaid Access:” The Services may be offered under a non-subscription trial or preview (referred as “Trial period”), as determined by CloudEva. During any trial period, the Services may be used solely for evaluation purposes. Upon expiry of the trial, continued use shall require a paid Subscription. If the Customer does not convert to a paid subscription upon expiration of the Trial Period, CloudEva may suspend or terminate the Customer’s access to the Service without further notice and without liability. CloudEva reserves the right to suspend, modify, shorten, extend, or withdraw the Trial Period at any time in its sole discretion.

1.7 “High-Risk Use: ” The SaaS is not designed to support situations where failure of the SaaS could lead to death or serious bodily injury of any person or to severe physical or environmental damage (High Risk Use). Customer’s High-Risk Use of the SaaS is at its own risk. Customer must design and implement appropriate measures, so the safety of people, property, and the environment are not reduced below a general or specific industry level that is reasonable, appropriate, and lawful upon any interruption, defect, error or other failure of the SaaS.

1.8 “Suspension: ” CloudEva may temporarily suspend Customer’s and any Authorized Users access to the SaaS if: (i) CloudEva reasonably determines that (A) there is a threat or attack on any of the SaaS; (B) Customer’s or any Authorized Users use of the SaaS disrupts or poses a security risk to the SaaS or to any other customer or vendor of CloudEva; (C) Customer, or any Authorized User, is using the Services in violation of the use restrictions in Section 3 vide License Restrictions & Section 4 vide Prohibited Use (D) Customer has ceased its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, dissolution, or similar proceeding and CloudEva action is permitted by applicable law; or (E) CloudEva provision of the SaaS to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of CloudEva has suspended or terminated CloudEva access to or use of any services or products required for the Services; or (iii) according to Section 8.1, Fees, (any suspension described in 8.4, a “Service Suspension”).

1.9 “IAM Permission: ” CloudEva utilizes IAM permissions that automatically deploy during onboarding that give CloudEva read-only access to Customer data. CloudEva does not obtain access to change Customer data. More information about our access to Customer data can be found at Welcome to Cloudeva | Cloudeva.ai Docs.

2. SAAS SERVICE LICENSE

2.1 In consideration for payment of the Fees, CloudEva grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with CloudEva’s intended purpose for the SaaS Services (“SaaS Licence”).

2.2 The Customer agrees that the SaaS Licence:

(a) commences from the Effective Date or the day the Customer is granted access to the SaaS Services by CloudEva, whichever occurs first;
(b) permits the Customer to use the SaaS Services in accordance with the SaaS Services normal operating procedures.

2.3 CloudEva reserves all rights not expressly granted to customers in the Order Form. Except for the limited rights and licenses expressly granted under the Order Form, nothing in the Order Form grants, by implication, waiver, estoppel, or otherwise, to customers, its Authorized Users or to any third party any intellectual property rights or other right, title, or interest in, or to, CloudEva IP.

2.4 CloudEva reserves the right to change, modify or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, CloudEva will use commercially reasonable efforts to notify Customer of any material modifications.

2.5 CloudEva the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.

3. LICENSE RESTRICTIONS

3.1 The Customer must not access or use the SaaS Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with CloudEva’s Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:

(a) resell, assign, transfer, distribute or provide others with access to the SaaS Services;
(b) “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
(c) copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software; or
(d) alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.

3.2 The Customer must not use the SaaS Services in any way which is in breach of any statute, regulation, law or legal right of any person within USA or the jurisdiction in which the Customer or its Personnel are located or commencing their business from.

4. PROHIBITED USE

4.1 The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on CloudEva’s website or as provided to the Customer from time to time.

4.2 The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not:

(a) use the SaaS Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;
(b) use the SaaS Services in relation to crimes such as theft and fraud;
(c) use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
(d) make any unauthorised copy of any copyrighted material owned or licenced by CloudEva;
(e) introduce malicious programs into the CloudEva System (e.g. viruses, worms, trojan horses, e-mail bombs);
(f) reveal the Customer’s account password to others or allow use of the Customer’s account the to those who are not the Customer’s Personnel or Authorised Users;
(g) use the SaaS Services to make fraudulent offers of goods or services;
(h) use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorised to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
(i) use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the SaaS Services;

4.3 use the SaaS Services to circumvent user authentication or security of any of the Customer’s hosts, networks or accounts or those of the Customer’s customers or suppliers.

5. CLOUDEVA ADDITIONAL RESPONSIBILITIES AND OBLIGATIONS

5.1 CloudEva must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.

6. CUSTOMER RESPONSIBILITIES AND OBLIGATIONS

6.1 The Customer will provide all required materials as required by CloudEva from time to time for the CloudEva to perform the Services. 6.1 The Customer will provide all required materials as required by CloudEva from time to time for the CloudEva to perform the Services.

6.2 The Customer must, at the Customer’s own expense:

1. provide all reasonable assistance and cooperation to CloudEva in order to enable CloudEva to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow CloudEva to provide the Services;

2. use reasonable endeavours to ensure the integrity & correctness of the Data shared by the Customer;

3. permit CloudEva and its Personnel to have reasonable access to the Customer Environment for the purposes of supplying the Services;

4. ensure that only Customer Personnel and Authorised Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS Licence; and

5. make any changes to its Customer Environment that may be required to support the delivery and operation of any Services.

6.3 The Customer is responsible for its use of the Services and must ensure that no person uses the Services:

i) to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;

ii) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

iii) in any way that damages, interferes with or interrupts the supply of the Services.

6.4 The Customer acknowledges and agrees that:

a. it is responsible for all users using the Services including its Personnel and any Authorised Users;

b. its use of the Services will be at its own risk;

c. it is responsible for maintaining the security of its account and password. CloudEva cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;

d. the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account;

e. the technical processing and transmission of the Service, including the Customer’s content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;

f. if CloudEva wishes to alter the delivery of the SaaS Services which requires a change to the Customer Environment (including reconfigurations or interface customisations the extent necessary to access or use the SaaS Services) the Customer will give any assistance to CloudEva or make any such changes to the Customer Environment, that CloudEva reasonably requires; and

g. CloudEva may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.

7. SUPPORT AND ISSUE REPORTING

7.1 The Customer may report issues or submit requests for enhancements by sending an email to support@cloudeva.ai

8. BILLING AND PAYMENTS

8.1 Pricing: Fees for access to the Services (“Subscription Fees”) and, if applicable, fees for Professional Services (together, the “Fees”) shall be as selected by the Customer through the Service and reflected in the applicable Order Form.

8.2 Billing and Invoices: Subscription Fees are payable in advance, on a monthly or annual basis, as selected by the Customer and reflected in the applicable Order Form, and shall be due upon initial subscription and each renewal thereof. Professional Services Fees, if any, shall be charged as reflected in the applicable Order Form. All Fees are payable in U.S. Dollars and are non-refundable.

8.3 Taxes: Customer shall be solely and exclusively responsible for the payment of required federal, state and local taxes, duties, taxes, and levies that apply to Fees relating to Services rendered, including sales, use, VAT, GST, or withholding taxes. All Fees are exclusive of taxes.

8.4 Service Suspension: If any payment has not been made in accordance with the Payment Terms, CloudEva may (at its absolute discretion): i) immediately cease providing the Services.

9. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS

9.1 “Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation, copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered.

9.2 All Intellectual Property Rights in the Services, including the platform, software, design, content, documentation, trademarks, and related materials, shall remain the exclusive property of CloudEva. Nothing in this Agreement transfers any ownership rights to the Customer

9.3 Each Party shall retain ownership of its respective Intellectual Property Rights existing prior to or independently of this Agreement. The Customer grants CloudEva a non-exclusive, royalty free, non-transferable and revocable licence to use any of the Customer’s Intellectual Property Rights including any Pre-Existing Material as reasonably required for CloudEva to provide the Services to the Customer.

9.4 We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.

9.5 Neither Party shall use the other Party’s name, logo, or trademarks without prior written consent. We have the discretion (but not obligation) to terminate a Customer’s access to and use of the Services if, we determine that Customer or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.

10. PRIVACY AND SECURITY

10.1 Security: Without prejudice to Customer’s obligations under Clause 6 (Customer Responsibilities), CloudEva will implement reasonable and appropriate measures designed to help secure Customer Information against accidental or unlawful loss, access, or disclosure.

10.2 Account Security: Login credentials shall be unique to each Customer and each permitted Authorized User, shall not be shared or used by more than one individual, and shall be restricted in accordance with the applicable Subscription Plan. You will not share your account information & customer will notify CloudEva immediately if Customer believes that an unauthorized third party has accessed Customer’s account on the Service, or that an Authorized User’s account credentials or Customer Information have been compromised. Each Party will notify the other Party immediately following the discovery of any suspected breach or compromise of the security, confidentiality, or integrity of any Customer or CloudEva Data, Business Contact Data. Written notification provided pursuant to this paragraph will include a brief summary of the available facts, the status of such Party’s investigation, and if known and applicable, the potential number of persons affected by release of data relating to such person. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services.

10.3 Data Privacy: This Agreement hereby incorporates by reference Service provider’s Privacy Policy, available at Privacy Policy

10.4 Customer Responsibilities: Customer acknowledges and agrees that Customer and its Authorized Users control the content of any Customer Information input, transmitted, uploaded, transferred, submitted, replicated or in any other way accessed or used through the use of and for the purposes of providing the Service. Accordingly, Customer is solely responsible for the accuracy, content and legality of all Customer Information uploaded by (or on behalf of) Customer or its Authorized Users to the Service. In addition, Customer acknowledges and agrees that it shall be responsible for procuring and maintaining any necessary consents and permissions and providing and making any necessary notifications required to ensure: (i) Customer is lawfully (without being in breach of applicable laws or contract) able to disclose, provide or make available to the Customer Information to CloudEva in connection with this Agreement and the Service, including (but not limited to) any consents required to enable the lawful transfer of Customer Information to Service provider located in the United States; and (ii) CloudEva is lawfully (without being in breach of applicable law) able to use, store, handle and process the Customer Information in accordance with and for the purposes contemplated by this Agreement.

10.5 Customer Data: means all Data that are uploaded by or on behalf of Customer or a User to the Subscription Service. CloudEva does not claim any ownership rights over Customer Data submitted to the Services. All Customer Data remains the property of the Customer. CloudEva is granted a limited, non-exclusive license to access and use Customer Data solely for the purpose of providing and improving the Services.

10.6 Use of Third-Party Services: As a part of our Service, Customer may implement access control rules and privileges governing access to Customer Data, including via services operated by various third parties designated by Customer (“Third Party Services”). Service provider is not responsible or liable for any aspect of such Third-Party Services, and Customer’s relationship with such Third-Party Services is governed by the separate agreement Customer may have with the providers thereof.

11. CONFIDENTIALITY

11.1 Confidential Information: “Confidential Information” shall mean all information of a party disclosed to the other party, regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential.

11.2 Nondisclosure: Each party (each a “Receiving Party”) agrees that (i) it shall use and reproduce the Confidential Information of the other party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this AGREEMENT and only to the extent necessary for such purposes and (ii) it shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, service providers or advisors who have a need to know and who are bound by obligations of confidentiality and non¬use at least as protective of such information as this AGREEMENT, and shall not otherwise disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The Receiving Party will exercise at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. Notwithstanding the foregoing, it shall not be a breach of this AGREEMENT for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.

11.3 Exceptions: Notwithstanding anything to the contrary herein, neither party shall be liable for using or disclosing information that such party can prove: (i) was publicly known at the time it was disclosed or has become publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this AGREEMENT by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this AGREEMENT.

11.4 Injunctive Relief: Notwithstanding any other provision of this Agreement, both parties acknowledge that any use of the disclosing party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the disclosing party may be entitled hereunder, at law or equity, the disclosing party shall be entitled to seek injunctive relief to restrain such use in addition to other appropriate remedies available under applicable law.

12. REPRESENTATIONS AND WARRANTIES

12.1 Mutual Representations and Warranties: Each party represents and warrants that (a) it has the necessary legal or corporate authority to enter into this Agreement, (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin, (c) this Agreement is a valid and binding obligation, enforceable against it, in accordance with its terms, and (d) it will comply with all applicable laws, rules and regulations in performing its obligations or exercising its rights in this Agreement.

12.2 Customer Representations and Warranties: Customer represents and warrants to Service provider that: (i) Customer has all necessary right and authority to upload the Customer Information to the Service without infringement upon any third party’s proprietary or privacy rights, including without limitation intellectual property rights; and (ii) the Customer Information does not contain any viruses, worms, Trojan horses or other harmful or destructive code or content.

12.3 Disclaimer of Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER PROVIDES THE SERVICE TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR PARTICULAR PURPOSE, WHETHER ALLEGED TO ARISE BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR COURSE OF PERFORMANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS BY USE OF THE SERVICE.

12.4 CloudEva does not warrant uninterrupted or error-free operation and makes no warranties for any third-party features or services. If the Subscription Service fails to materially conform, CloudEva will use commercially reasonable efforts to remedy the issue. If CloudEva is unable to do so, it may terminate the affected Subscription. This constitutes Customer’s sole and exclusive remedy for breach of warranty.

12.5 CloudEva provides analytical insights, recommendations, and visualizations based on available data. Customer acknowledges that the Services do not constitute financial, operational, legal, or professional advice, and Customer remains solely responsible for all decisions, actions, and outcomes taken based on the use of the Services.

13. INDEMNIFICATION

13.1 Each Party will indemnify, defend and hold the other Party harmless against any claims, losses, liabilities, damages or expenses (including reasonable attorneys’ fees and expenses) (“Claims”) that arise directly or indirectly out of: (i) the material breach of any provision of this Agreement by the indemnifying Party; (ii) the violation of any applicable laws or any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; or (iii) the gross negligence or willful misconduct of the indemnifying Party. The indemnified Party will not be entitled to indemnification to the extent that the claim would not have arisen but for the negligent act or willful misconduct of the indemnified Party. The foregoing obligations are conditioned upon the indemnified Party promptly notifying the indemnifying Party in writing of such action. Provided that the indemnifying Party promptly and reasonably investigates and defends any such claim, the indemnifying Party will have control over the defense and settlement of the claim. The Party to be indemnified will furnish, at the indemnifying Party’s reasonable request and expense, information and assistance necessary for such defense. The indemnification obligations under this Section 13 shall be subject to the limitation of liability set forth in Section 14.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Damages: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Maximum Aggregate Liability: EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO CLOUDEVA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

15. TERM & TERMINIATION

15.1 Term: The term of this Agreement shall be coterminous with the applicable CloudEva Subscription Order Form. This AGREEMENT shall be effective for so long as there is an Order Form in effect between Customer and Service Provider, or until otherwise terminated as provided herein.

15.2 The Subscription shall automatically renew for successive terms equal to the then-current Subscription Term.

15.3 Termination for Cause: Either party may terminate this AGREEMENT by giving written notice to the other party if: (i) the other party breaches a material provision of this AGREEMENT and fails to cure the breach within 30 days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

15.4 Effect of Termination: Upon termination or expiration of this AGREEMENT for any reason, Customer’s right to access and use of the Service shall immediately terminate, and Customer will immediately cease use of the Service. Upon termination by the Customer, any fees prepaid for future Services as of the date of cancellation will not be refunded to Customer.

15.5 Survival: Sections 9 (Intellectual Property Rights & Restrictions), 10 (Privacy and Security), 11 (Confidentiality), Section 12 (Representations and Warranties), 13 (Indemnification), 14 (Limitation of Liability), Section 16 (Miscellaneous) shall survive any expiration or termination of this AGREEMENT.

15.6 Amendments: CloudEva may modify this Agreement and the Services, including features, functionality, or availability, from time to time by updating the terms on the Service. Such changes shall be effective upon posting, and Customer’s continued access to or use of the Services shall constitute acceptance of the revised Agreement and Services.

16. MISCELLANEOUS

16.1 Governing law: This AGREEMENT is governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and any dispute arising from this AGREEMENT shall be brought exclusively before the State of Delaware, and each party irrevocably submits to the jurisdiction of such courts.

16.2 Export Regulation: Customer shall comply with all applicable export control, sanctions, anti-boycott, import and re-export laws and regulations of the United States and other applicable jurisdictions (“Trade Laws”). Customer is solely responsible for ensuring that its use of the Services, including access by its Authorized Users and any transfer or processing of Customer Data, complies with applicable Trade Laws. Customer represents and warrants that neither Customer nor its Authorized Users are subject to sanctions or designated on any applicable restricted or prohibited party list maintained by any relevant governmental authority.

16.3 Assignment: Neither party may transfer or assign its rights or obligations under this AGREEMENT to any third party without the prior written approval of the other party, except for an assignment to an affiliated company or to a successor in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or voting securities. Any purported assignment contrary to this section shall be void. Subject to the foregoing, this AGREEMENT will be binding upon and inure to the benefit of the parties and their respective successors and assigns.

16.4 Notices: Any notices or other communications required or permitted hereunder or required by law will be in writing and will be sent by email to CloudEva support@cloudeva.ai and for Customer as may be updated from time to time upon notification by one Party to the other Party in accordance with this Section. Any such notice will be considered to have been given at the time stamped by recipient’s email application (or, if not available, the time stamp of transmission by the sender’s email application).

16.5 Relationship of Parties: Cloudeva and Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party’s name or on its behalf.

16.6 Waiver and Severability: Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.

16.7 Force Majeure: Except for payment obligations under this AGREEMENT, neither party hereto shall be liable for any loss, damage, or penalty resulting from such party's failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, labor strikes, pandemic or other public health crises.

16.8 Entire Agreement: The Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

16.9 Headings: The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

16.10 Aggregate Data: CloudEva shall have the unrestricted right to collect, process, use, distribute, share, disclose, market, exploit, commercialize and display Aggregate Data for any lawful purpose during and after the Agreement Term. “Aggregate Data” means any non-attributable, deidentified, non-regulated analytical information, data, analysis and statistics generated by Customer’s use of the Subscription Service, including, but not limited to, the license serial number, a total count of managed resources, or total count of users, other pieces of data including compilation of aggregated statistics about the Subscription Service and use thereof, and any anonymous data and learnings regarding use of the Subscription Service. As between the Parties, CloudEva owns all right, title and interest in and to the Aggregate Data. CloudEva will not distribute Aggregate Data in a manner that personally identifies Customer.

16.11 Feedback: Customer hereby grants to CloudEva a non-exclusive, transferable, sublicensable, worldwide, perpetual, royalty-free, fully paidup, irrevocable license to reproduce, create derivative works from, distribute, perform, display and otherwise use Feedback (including incorporating it into CloudEva products or services) without any confidentiality or royalty obligation in any manner whatsoever. All Feedback shall be deemed Confidential Information of CloudEva.