Terms of Use for Self-Service Subscribers 

please read the binding arbitration provisions and class action waiver in section 15.10 of Part 2, which affect how disputes are resolved. 

By (1) clicking “I Agree” or another box indicating acceptance of these Terms, (2) registering for a CLoudqix account, (3) using the Cloudqix Platform or any Services, or (4) consenting to an Order Form that references these Terms, you agree and become a party to these Terms. If the individual accepting these Terms are accepting on behalf of a company or other legal entity (each, a “Company Subscriber”), such individual represents that they have the authority to bind the Company Subscriber identified in the registration process (and its affiliates) to these Terms, in which case the term “you” refers to the Company Subscriber and its affiliates. If you do not have authority to accept these Terms, or do not agree with these Terms, do not click  “I Agree” or any other box indicating acceptance of these Terms, and do not access or use the  Cloudqix Platform or any Services. 

Part 2 – General Terms And Conditions 

1. Scope of Services.  Until expiration or termination of your Subscription Term, Cloudqix grants you a limited, non-exclusive, revocable, non-transferable, non-assignable (except as expressly stated herein) license to: (a) create the permitted number of User Accounts in the Managed Environment; and (b) remotely access those User Account(s) from the United States for the sole purpose of using the Cloudqix Platform and Services in accordance with and subject to your Plan, solely for your internal business purposes and in a manner consistent with the ordinary operation of the Services’ functionality.  Your right to access and use the Cloudqix Platform and Services is (a) subject to your Plan and your compliance with these Terms, including your timely payment of all applicable Fees, (b) not contingent on the delivery of any future functionality or features, and (c) not dependent on any oral or written comments made by Cloudqix regarding future functionality or features.  

2. Account Registration and Subscriber Responsibilities. 

1. Registration. To use the Services, Subscriber must register for an account. Subscriber agrees to provide accurate, current, and complete information during registration and to promptly update such information if it changes. Cloudqix may suspend or terminate accounts that contain false, outdated, or incomplete information. 

2. Account Credentials. Subscriber is responsible for maintaining the confidentiality and security of account login credentials (including usernames, passwords, API keys, or other access tokens) for all of its User Accounts.  Subscriber shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify Cloudqix immediately if Subscriber knows of or suspects any breach of security or unauthorized use of any of its User Accounts. 

3. Authorized Users. Access to the Services is limited to Subscriber and its authorized Users. Subscriber is responsible for all use of the Services by its users and for ensuring that each user complies with these Terms. Sharing of accounts or login credentials among multiple individuals is prohibited; each user must have unique credentials. If Subscriber wishes to provide access to the Services to contractors or agents, they must be bound by confidentiality and use obligations at least as restrictive as those in these Terms, and Subscriber remains liable for their actions. 

4. Subscriber Responsibilities. Subscriber is responsible for its use of the Services and for all Subscriber Data, including all activities that occur under its User Accounts. Subscriber will ensure that: (a) Subscriber has obtained all necessary rights, releases, and permissions to submit all Subscriber Data to the Services and to grant the rights granted to Cloudqix in these Terms; and (b) Subscriber Data (and Cloudqix’s use of it as permitted by these Terms) will not violate any law or regulation or cause a breach of any agreement or obligations with any third party. Subscriber is solely responsible for the accuracy, quality, and legality of Subscriber Data and for the means by which Subscriber acquired its data. Cloudqix does not assume any responsibility for Subscriber Data or for Subscriber’s use of the Service to process Subscriber Data. 

3. Plan-Based Limits.   Your use of the Services is subject to the usage limitations of your then-current Plan: if you haven’t changed your Plan since you first subscribed to the Services, this is the Plan you chose upon commencement of the Services; if you later changed your Plan, this means the Plan to which you changed.  Available Plans may, from time to time in the discretion of Cloudqix, include a free Plan (“Free Plan”) or one or more Plans that require you to pay applicable fees (each, a “Paid Plan”).  

1. Free Plan Usage.  The Free Plan is limited to a single User, subject to a fixed cap on monthly DCU usage, and does not permit use of the Services beyond the allotted free DCUs.  If you reach the monthly DCU limit for the Free Plan: (a) your ability to initiate further transactions will be suspended for the remainder of that monthly cycle (unless you upgrade to a Paid Plan); and (b) your ability to initiate transactions will automatically resume in the next monthly cycle when the DCU allotment resets, or upon upgrading to a Paid Plan. 

2. Paid Plan Usage: Each Paid Plan includes a defined monthly DCU allotment. Subscriber may exceed the included DCUs, in which case the excess usage will be subject to Overage Fees. Cloudqix will not automatically suspend the Services for Paid Plan subscribers who exceed their allotment, provided Subscriber’s account is in good standing; instead, Cloudqix will track and bill Subscriber for such Overage to a credit card on file. Cloudqix reserves the right to notify Subscriber if their usage persistently and significantly exceeds a Paid Plan’s allotment and may suggest an appropriate Plan upgrade.  Cloudqix may implement technical controls to enforce certain usage limits (for example, rate limiting or caps to prevent abuse of free services). If a Subscriber on a Paid Plan encounters a system-imposed limit that is hindering legitimate use, Subscriber may contact Cloudqix support to request an increase of that limit. 

3. Your Responsibilities. You will (a) be solely responsible for your (and for Company Subscribers, each User’s) compliance with these Terms, (b) be solely responsible for the accuracy, quality, integrity, and legality of your Content and Applications, the means by which you and/or your Users acquired your Content or Applications, and you and your Users’ rights to use your Content or Applications (c) use commercially reasonable efforts to prevent unauthorized access to or use of any Cloudqix Platform account, and notify Cloudqix promptly of any such unauthorized access or use, (d) access and use, and cause your Users (if applicable) to access and use, the Cloudqix Platform only in accordance with these Terms and Applicable Laws and government regulations, including those related to privacy, electronic communications, and anti-spam.  

4. Fees, Payment Terms, and Overages. 

1. Free Plan: The Free Plan is provided at no charge. No payment information is required to register for a Free Plan, and Subscriber will not be billed for usage within the Free Plan limits. If Subscriber desires to use the Services beyond the Free Plan’s limits, Subscriber must upgrade to a Paid Plan. 

2. Paid Plans. Each Paid Plan includes a defined monthly DCU allotment and is subject to monthly or annual fees (“Subscription Fees”). For any Paid Plan, Subscriber must provide a valid payment method (such as a credit card or other payment instrument accepted by Cloudqix) at the time of signup. Subscription Fees for Paid Plans are due in advance, either on a monthly or annual basis, depending on the billing cycle Subscriber selects when signing up. Cloudqix will charge Subscriber’s provided payment method automatically at the beginning of each billing period (e.g. monthly or annually, as applicable) for the Subscription Fee. By signing up for a Paid Plan, Subscriber authorizes Cloudqix (or its payment processor) to charge applicable subscription fees and Overage Fees to the payment method on file, including any applicable taxes (sales, use, VAT, etc., see Section 4.5) in accordance with the billing cycle. 

3. Overages. If Subscriber’s usage on a Paid Plan exceeds the Plan’s included monthly DCU allotment, Subscriber will incur Overage Fees.  Overage Fees will be calculated based on Cloudqix’s then-current Overage rate (as specified on the Cloudqix website or in the Services). Overages are typically measured and billed monthly in arrears for Overage amounts that incur less than $50 in Overage Fees, but may be billed daily (in the discretion of Cloudqix) when incurred Overage Fees exceed that amount. If Subscriber is on a Paid Plan, Cloudqix will bill applicable Overage Fees for each month in the following month’s invoice or charge. Cloudqix’s measurement of Subscriber’s DCU usage (as shown in the account dashboard or Cloudqix’s internal usage logs) is the sole basis for calculating Overage Fees and will be deemed the authoritative measurement in case of any discrepancy. Cloudqix will make good-faith efforts to inform Subscriber (via the Services dashboard, email, or both) if Subscriber is trending towards or has incurred Overages, but Subscriber is responsible for any Overage Fees incurred whether or not an Overage notice has been issued by Cloudqix or received by Subscriber. Free Plan users cannot incur Overage Fees since their usage is capped and will be suspended at the limit. 

4. Payment Terms. All fees and charges are non-refundable, except as expressly provided in these Terms (or as required by Applicable Law). This means that if Subscriber downgrades or cancels a Paid Plan mid-term, or if these Terms are terminated prior to the end of a prepaid term due to Subscriber’s breach, Subscriber will not be entitled to a refund or credit for any prepaid fees (unused portion of the subscription period), subject to any statutory rights or Cloudqix’s sole discretion. Partial months are not pro-rated upon termination or downgrade (unless a pro-rated refund is required due to Cloudqix’s material breach or as explicitly provided otherwise). 

5. Payment Methods; Late Fees.  Cloudqix will typically bill or charge Subscriber’s payment method automatically. If, for any reason, automatic payment fails or Subscriber’s account becomes past due, Cloudqix will notify Subscriber and may require immediate payment of the outstanding fees.  Any invoiced fees not paid by the due date may accrue late fees at the rate of 1.5% per month (or the highest rate allowed by law, if lower), from the due date until paid. In addition, Subscriber will be responsible for Cloudqix’s reasonable costs of collection for overdue amounts. If Subscriber’s account is overdue on payment, Cloudqix reserves the right to suspend or limit the Services (and such suspension may continue until the account is paid up). Subscriber is responsible for keeping its billing and contact information current and accurate in the Cloudqix account. Cloudqix is not responsible for any fees or charges imposed by the Subscriber’s bank or payment provider in connection with processing any payment. 

6. Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Subscriber is responsible for all applicable taxes (excluding taxes based on Cloudqix’s net income, franchise, or employment taxes). If Cloudqix is required by law to collect sales, use, value-added, goods and services, or similar taxes from Subscriber, Cloudqix will add such taxes to the fees and charge them to Subscriber’s payment method or invoice them, unless Subscriber provides a valid tax-exempt certificate authorized by the appropriate taxing authority. 

7. Changes to Fees. Cloudqix may modify its standard Subscription Fees, DCU rates or Overage rates for the Services from time to time.  No fee or rate changes will apply until the start of Subscriber’s next subscription term or Overage period. Cloudqix will provide advance notice via email or via the Services of any increase in Subscription Fees or Overage rates that would apply at the next renewal or Overage billing, giving Subscriber the opportunity to cancel or change Plans before the new rates take effect. Continued use of the Services into the renewal term or continued excess usage subject to Overages will constitute acceptance of the new fees. 

5. Term, Renewal, and Termination. 

1. Subscription Term.  These Terms commence when Subscriber first accepts the Terms (by clicking “I Agree” or as otherwise described in Part 1) and continues for as long as Subscriber has an active subscription to the Services. Each Paid Plan subscription will have an initial term whose length is chosen by the Subscriber at signup (e.g., month-to-month or one year). After the initial term, subscriptions will automatically renew as described below. The term of a Free Plan is month-to-month until terminated by either party as provided below. 

2. Auto-Renewal of Paid Plans. Paid Plan subscriptions automatically renew at the end of each subscription term. For monthly plans, the term renews on a month-to-month basis on the same calendar day each month. For annual plans, the subscription will renew for successive one-year periods.  Subscriber may elect not to renew by canceling the subscription through the Cloudqix Platform (or by providing written notice of non-renewal to Cloudqix support) at least ten (10) days before the end of the then-current term. Timely cancellation will prevent the next renewal charge. If Subscriber does not cancel within the required timeframe, the subscription will renew and Subscriber will be charged the applicable fees for the renewal term. Cloudqix reserves the right to update the terms or pricing for a renewal term as described in Section 4.7, but will provide notice of any material changes before the renewal takes effect. 

3. Subscriber Cancellation (Termination for Convenience).  Subscriber may cancel a Free Plan at any time, or a Paid Plan effective as of the end of the then-current billing period. Cancellation can be done via the self-service Cloudqix account management portal or by contacting Cloudqix support. No further fees will be charged for canceled plans after the effective cancellation date.  For Paid Plans, the Services will remain active until the end of the period for which Subscriber has paid (since fees are non-refundable, the Service will continue through the paid term even if Subscriber elects to stop earlier, unless Cloudqix decides to issue a prorated refund in its sole discretion). Upon the effective date of cancellation or non-renewal, Subscriber’s right to access and use the Services will terminate, except as otherwise provided (e.g., limited access for data retrieval as set forth in Section 5.6). 

4. Termination or Suspension by Cloudqix.  Cloudqix may suspend or terminate these Terms (and Subscriber’s account) prior to the end of the then-current term if: (a) Subscriber fails to pay any overdue amount within thirty (30) days after receiving written notice from Cloudqix of non-payment; or (b) Subscriber fails to cure any other material breach of these Terms (such as misuse of the Services or violation of confidentiality or Applicable Laws) within fifteen (15) days after receiving written notice from Cloudqix.  Cloudqix may also immediately suspend the Services (in whole or in part) during any cure period if reasonably necessary to prevent ongoing harm to the Services, Cloudqix’s systems, or other Subscribers. 

5. Emergency Suspension. Notwithstanding the foregoing, Cloudqix may immediately suspend Subscriber’s access to the Services (without prior notice) if Cloudqix, in its sole good-faith judgment, believes suspension is necessary to comply with Applicable Law or to protect the Services or Cloudqix’s network (for example, if Subscriber’s account is the target of a malicious attack or is causing disruption to the platform or if Cloudqix reasonably suspects fraudulent or illegal activity). Cloudqix will use commercially reasonable efforts to notify Subscriber of the cause of the suspension and, where appropriate, work with Subscriber to resolve the issues and possibly restore access. 

6. Free Plan Termination. Cloudqix reserves the right to terminate any Free Plan account at any time for any or no reason, by providing notice (which may be immediate in the case of termination for misuse, or with reasonable prior notice if discontinuing free services generally). For example, Cloudqix may terminate a Free Plan account that has been inactive for an extended period or if Cloudqix decides to end a free tier offering. 

7. Effect of Termination. Upon termination or expiration of these Terms for any reason, Subscriber’s rights to access and use the Services shall immediately cease (or, in the case of non-renewal of a Paid Plan, access will cease at the end of the paid-through period). If Cloudqix terminates a Paid Plan subscription for convenience (which is unlikely except perhaps in the case of discontinuing the Service or Plan), Cloudqix will refund any pre-paid fees pro rata for the remaining unused portion of the term. If termination is due to Subscriber’s breach, no refund will be due, and any unpaid fees for the remaining portion of the term will become immediately due and payable as damages (not as a penalty), without limiting Cloudqix’s other rights and remedies. Termination of these Terms shall not relieve Subscriber of its obligation to pay any fees accrued or owed prior to the effective date of termination. 

8. Data Portability and Deletion.  Following termination or cancellation, Subscriber will no longer have access to the Services (including any Subscriber Data or any other data related to Subscriber’s use of the Services); thus, prior to the effective date of termination/cancellation, Subscriber is solely responsible for exporting or retrieving any Subscriber Data that it wishes to retain. After termination or cancellation, Cloudqix will, within a reasonable time, delete or anonymize any of your Subscriber Data remaining on Cloudqix systems, unless Cloudqix is legally required to retain it or such data is also stored in routine backups (in which case Cloudqix will delete as per its backup retention schedule). Cloudqix’s obligations with respect to Personal Data in Subscriber Data are set forth in the DPA (see Section 7) and will survive termination to the extent required by law. Subscriber acknowledges that upon data deletion, the data will be irretrievable. 

9. Survival. The following provisions shall survive expiration or termination of these Terms: any accrued rights to payment, and Sections 2.3 (Restrictions), 3.2-3.4 (Security and Responsibility), 5.5-5.7 (Effects of Termination and Survival), 7 (Data Protection) to the extent applicable post-termination, 8 (Confidentiality), 9 (Third Party Solutions and Connector Hub), 10 (Intellectual Property), 11 (Warranties and Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), and 14 (General), as well as any other provisions which by their nature should survive. 

6. Support and Service Levels.  

1. Standards Repository.  While Cloudqix does not offer support for Free Plans, Cloudqix offers different levels of support and service features (Collectively, “Support Standards”) for Paid Plans depending on the Plan to which you are then subscribed.  Cloudqix makes its then-current Support Standards available via its Standards Repository.  Cloudqix reserves the right to update the Support Standards applicable to a renewal term, but will notify you of any material changes before the renewal takes effect. 

2. Upgrades and Downgrades. Subscriber may upgrade from a Free Plan to a Paid Plan at any time. If Subscriber upgrades mid-cycle (e.g., mid-month), the new Plan limits and Support Standards will take effect immediately, and fees may be pro-rated or charged immediately for the remainder of the period (as per Cloudqix’s upgrade policy). Downgrades from a Paid Plan to a lower tier (including moving from a Paid Plan to the Free Plan) will generally take effect at the start of the next billing period (to avoid forfeiture of paid time), and Subscriber will lose access to the higher-tier Support Standards and features after the downgrade effective date. Cloudqix may assist with Plan changes via the account portal. 

7. Data Protection and Security. 

1. Security Measures. While no system can guarantee absolute security, for Paid Plans Cloudqix will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Subscriber Data, including safeguards that comply with SOC 2 Type II security standards for Cloudqix’s internal controls. Data transmitted between Subscriber’s systems and the Services is protected via encryption in transit (e.g., TLS/SSL), and any stored sensitive data is encrypted at rest.  

2. Data Processing and GDPR. To the extent Subscriber Data includes Personal Data (as defined under applicable data protection laws), Cloudqix and Subscriber agree that Subscriber is the “Data Controller” (or “Business” under CCPA) and Cloudqix is the “Data Processor” (or “Service Provider”) processing such data on Subscriber’s behalf. Cloudqix will process Subscriber Personal Data only for the purpose of providing the Services and in accordance with Subscriber’s instructions and Applicable Laws, including the EU General Data Protection Regulation (GDPR) and other applicable privacy laws. Cloudqix’s privacy practices are further described in the Cloudqix Data Processing Addendum (“DPA”), which is hereby incorporated into these Terms by reference. The current DPA is available via the Standards Repository or upon request and outlines details on how Cloudqix handles Personal Data, the rights and obligations of both parties, and includes EU Standard Contractual Clauses (as needed for data transfers). By using the Services and providing Personal Data, Subscriber consents to Cloudqix’s processing of Personal Data in accordance with the DPA and these Terms.  

7.3 Subprocessors. Cloudqix may use third party sub-processors (such as cloud hosting providers and other service tools) to operate and support the Services. A list of Cloudqix’s current subprocessors can be made available (in the Standards Repository or upon request). Cloudqix will ensure that any subprocessors that process Subscriber Personal Data on its behalf are bound by data protection obligations consistent with those set forth in these Terms and the DPA. Cloudqix remains liable for the actions of its subprocessors in their handling of Personal Data of Subscriber to the same extent Cloudqix would be liable if performing those services directly. 

7.4 Confidentiality of Subscriber Data. Cloudqix will treat Subscriber Data as Confidential Information  of Subscriber and will not disclose Subscriber Data to any third party except as permitted under these Terms (including the DPA) or as Subscriber directs. Cloudqix personnel will only access Subscriber Data as necessary to provide the Services (e.g., to resolve a support issue or as part of automated processes) and such personnel are subject to confidentiality obligations. 

7.5 Subscriber’s Privacy Obligations. Subscriber is solely responsible for ensuring that its use of the Services and submission of Subscriber Data (including any Personal Data) complies with Applicable Laws. This includes providing any necessary notices and obtaining any required consents from individuals before processing their Personal Data via the Services. If Subscriber is subject to privacy laws such the California Consumer Privacy Act (CCPA), Subscriber represents that it has the legal authority to transfer any Personal Data to Cloudqix and that doing so (and Cloudqix’s processing thereof) is consistent with those laws. Notwithstanding the foregoing, Subscriber shall not use the Services to process any sensitive Personal Data (such as health information, social security numbers, credit card numbers, or other highly sensitive data) unless the parties have expressly agreed in writing (for example, by executing a Business Associate Agreement for HIPAA data as described below). 

7.6 HIPAA, FINRA and Other Regulated Data. The Services are not designed to meet the requirements of specific regulated industries by default. For example, Cloudqix does not HIPAA-certify the Services for healthcare data or configure the Services to comply with FINRA or similar financial industry rules, including for any of the Paid Plans.  If Subscriber needs to use the Services for HIPAA-covered protected health information, or for environments requiring compliance with FINRA, FedRAMP, or other stringent regulations, Subscriber must be on an Enterprise Plan and must execute an appropriate addendum with Cloudqix (such as a Business Associate Agreement for HIPAA). Absent such an agreement, Subscriber should not use (and is not authorized to use) the Services to store or transmit regulated sensitive data under HIPAA/FINRA/etc., and Cloudqix disclaims any responsibility for such unauthorized use. Enterprise Plans can be tailored to include these compliance commitments as needed. 

7.7 Data Backup and Retention. Cloudqix performs regular backups of core Subscriber Data stored on the Services for disaster recovery purposes. However, Cloudqix does not guarantee that any specific Subscriber Data can be recovered from backups on demand, and backups are primarily for Cloudqix’s own restoration of the platform in case of a widespread issue. Cloudqix’s log and data retention policies that apply to each Plan are described in the Standards Repository. Beyond those stated retention periods, Subscriber is responsible for exporting or archiving its data from the Services if longer retention is required for Subscriber’s purposes. Cloudqix will not be liable for deletion of data as part of standard retention policies. 

8. Confidentiality. 

8.1 Protection of Confidential Information. The Receiving Party shall use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential and proprietary information of similar nature, but in no event less than a reasonable standard of care. The Receiving Party agrees: (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as authorized by the Disclosing Party in writing, not disclose Confidential Information to any third party, other than to the Receiving Party’s and its affiliates’ employees, contractors, advisors, and agents who need access to such information for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those herein. Each party shall be responsible for any breach of confidentiality by its representatives. 

8.2 Compelled Disclosure. If the Receiving Party is legally compelled by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, to the extent permitted, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. If disclosure is nonetheless required, the Receiving Party will disclose only that portion of Confidential Information legally required and will use commercially reasonable efforts to ensure the information remains confidential under the circumstances (e.g., by requesting it be filed under seal or a protective order in a court proceeding). 

8.3 Return or Destruction. Upon written request by the Disclosing Party, and in any event upon termination of these Terms, the Receiving Party will return or destroy (at the Disclosing Party’s choice) all Confidential Information of the Disclosing Party in its possession or control and certify in writing that it has done so, except to the extent the Receiving Party is permitted to retain certain data in accordance with Section 5.6 (Data Retention) or the Receiving Party’s internal backup and legal compliance requirements. Any Confidential Information that is not returned or destroyed continues to be subject to the confidentiality obligations of this section. 

8.4 Confidentiality of Agreement. The terms and conditions of these Terms are considered Cloudqix Confidential Information (though the existence of the Agreement is not confidential). However, either party may disclose the terms of these Terms in confidence to its legal counsel, accountants, or prospective investors/acquirers (as part of standard due diligence) or as required by law. 

9. Third Party Solutions and Connector Hub. 

9.1 Third party Applications and Integrations. The Services enable Subscriber to connect and integrate with various third-party applications, systems, databases, and services (“Third Party Solutions”) through connectors. Subscriber acknowledges that Cloudqix is not responsible for the operation or functionality of Third-Party Solutions. Subscriber’s use of any Third-Party Solution (for example, Salesforce, QuickBooks, Gmail, or any other application that Subscriber connects via Cloudqix) is governed by Subscriber’s agreement with the provider of that service, not by Cloudqix. Cloudqix does not guarantee that Third Party Solutions will remain available or compatible with the Cloudqix connectors. If a Third Party Solution provider ceases to make their API available or makes changes to their service, Subscriber’s integration through Cloudqix may be disrupted, and Cloudqix will not be liable for such issues. However, as changes occur, Cloudqix will make reasonable efforts to update its connectors to maintain compatibility with certain Third Party Solutions that Cloudqix recognizes as sufficiently popular. 

2. Connector Hub (Marketplace) Content. Cloudqix’s Connector Hub may include content, connectors, templates, recipes, or other integration components (“Content”) that are developed and contributed by other subscribers and third parties (“Third Party Content”) or by Cloudqix and shared for general use (collectively, “Marketplace Content”). Any Marketplace Content is contributed provided on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind. While Cloudqix may in its discretion curate or review Marketplace Content on the Connector Hub, Cloudqix does not guarantee that any particular connector, template or other kind of Marketplace Content will function as described or be error-free. Use of any Marketplace Content from the Connector Hub is at Subscriber’s own risk. 

1. No Endorsement or Warranty. The presence of Third Party Content in the Connector Hub does not constitute an endorsement by Cloudqix of that third party or its Third Party Content or a warranty of any kind. Cloudqix disclaims all liability for any harm or damage arising out of or in connection with Subscriber’s use of Third Party Content or content not authored by Cloudqix. 

2. Support for Connectors. Cloudqix will provide support for Cloudqix-authored connectors as part of the Services to the extent such support is feasible and included in the applicable Paid Plan, but Cloudqix is not obligated to provide support or fixes for Third Party Content. Issues specific to Third Party Content may need to be addressed by the contributor or third party provider. Cloudqix may, in its discretion, remove or disable any Third Party Content that Cloudqix believes is or may be problematic or insecure. 

3. Third party Terms. Some Content may involve the use of Third Party Content, such as SDKs or APIs, that come with their own license terms (“Third Party Terms”). By using a connector to a third party’s software, product, service or other solution (each, a “Third Party Solution”), Subscriber agrees to comply with the applicable API and other Third Party Terms (for example, using a Google API via Cloudqix requires compliance with Google’s API usage policies). If any Third Party Terms require Subscriber to accept those terms in order to legally use the connector or integration or Third Party Solution, Subscriber is responsible for doing so. Cloudqix is not a party to any such Third Party Terms. 

9.3 Connector/Integration Changes. Cloudqix may improve, modify, or discontinue connectors in the Connector Hub from time to time. If Cloudqix sunsets a connector that Subscriber is actively using, Cloudqix will endeavor to give advance notice and suggest alternatives, if available. However, Cloudqix shall not be liable for any inability to use a particular connector if it is discontinued or if the underlying Third Party Solution is discontinued. 

9.4 Subscriber’s Connectors and Content. To the extent Subscriber develops any original Content using the Services (“Original Subscriber Content”), that Original Subscriber Content is considered Subscriber Data (or Subscriber’s intellectual property) by default, and Cloudqix claims no ownership over such original Content.  However, if Subscriber voluntarily submits or shares any Third Party Content or Original Subscriber Content to the Connector Hub or with the Cloudqix user community (for example, marking a recipe as “public” or sharing a connector for reuse), Subscriber: (a) represents and warrants that Subscriber has the right and authority to do so; and (b) grants Cloudqix a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, publish, perform, distribute, and incorporate any such shared Third Party Content and Original Subscriber Content within the Services and to allow other Cloudqix Subscribers to use it. The foregoing license is necessary for Cloudqix to host and provide to others any Third Party Content or Original Subscriber Content you may share. Subscriber agrees that any Third Party Content or Original Subscriber Content you may submit or share to the Connector Hub or with the Cloudqix user community are made available on an “AS IS, WHERE IS” basis (with no warranty from Cloudqix or indemnity) to other users, and Subscriber will not attempt to hold Cloudqix responsible for the performance or use of any such Content. Subscriber agrees not to submit or share any Content with the Connector Hub or Cloudqix user community that contains or exposes any Personal Data, and acknowledges that it should not submit or share any Content with the Connector Hub or Cloudqix user community that contains or exposes any other kinds of sensitive information, such as Subscriber’s proprietary logic or other trade secrets, unless Subscriber intends to make that Content public and subject to the license set forth above in this Section 9.4. 

9.5 Disclaimer for Third party Activities. Cloudqix shall not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store any Subscriber Data arising from any action or omission of any Third Party or Third Party Solution, or for any costs, fines, or legal liability Subscriber incurs due to its use of any Third Party Content or Third Party Solution. It is Subscriber’s sole responsibility to ensure that its use of the Services in combination with Third Party Solutions does not violate any agreements or Applicable Laws. Cloudqix will reasonably cooperate with Subscriber’s efforts to address issues with third party integrations (for example, by providing logs or information), but ultimate resolution may depend on the third party provider. 

10. Intellectual Property Rights. 

10.1 Cloudqix Ownership. As between Cloudqix and Subscriber, Cloudqix (and/or its licensors) retains all right, title, and interest in and to the Services and all related Intellectual Property, including to all software, technology, algorithms, templates, connectors (except for any Original Subscriber Content), documentation, trademarks, logos, and any derivatives of the foregoing. The Cloudqix name, logo, and all product and service names associated with the Services are trademarks of Cloudqix or its licensors, and no right or license is granted to Subscriber to use them except as necessary for Subscriber’s internal use of the Services (such as identifying Cloudqix as the service provider). This Agreement does not grant Subscriber any ownership rights in or to the Services or the Intellectual Property therein. Cloudqix reserves all rights not expressly granted under these Terms. 

10.2 Subscriber Ownership. As between Cloudqix and Subscriber, Subscriber retains all right, title, and interest in and to its own Subscriber Data and Subscriber’s Confidential Information. Cloudqix does not claim ownership of Subscriber Data. Subscriber grants to Cloudqix a non-exclusive, worldwide, royalty-free right to reproduce, modify (e.g., for formatting or technical processing), transmit, display, sub-license and otherwise use Subscriber Data solely as necessary to provide the Services to Subscriber and its Users under these Terms. For example, Cloudqix’s systems may copy Subscriber Data for backup, transmit it over networks to execute workflows, or modify data format when integrating between systems – all such actions are authorized under the foregoing license. Aside from the foregoing limited license to Subscriber Data, Cloudqix has no rights to Subscriber Data. Subscriber represents and warrants that it has sufficient rights in the Subscriber Data to grant this license and that Cloudqix’s use of the Subscriber Data in accordance with these Terms will not infringe or violate the rights of any third party or violate Applicable Law. 

10.3 Subscriber Contributions and Feedback. If Subscriber (including any User authorized by Subscriber) provides Cloudqix with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services (collectively, “Feedback”), Subscriber hereby grants Cloudqix a worldwide, perpetual, irrevocable, sublicensable, royalty-free license to incorporate and use such Feedback in Cloudqix’s current and future products and services. Cloudqix is free to use or not use any Feedback at its sole discretion. Subscriber acknowledges that Feedback is given voluntarily and Cloudqix may use it without any obligation of confidentiality or compensation to Subscriber. Additionally, as noted in Section 9.4, if Subscriber contributes any Content to the community or Connector Hub, Subscriber grants Cloudqix and other users a license to use those contributions. Except for the rights expressly granted here, Subscriber retains ownership of any Original Subscriber Content it develops using the Services (subject to Cloudqix’s ownership of the underlying platform). 

10.4 Third party Intellectual Property. The Services may include third party software components that are subject to open source or third party license terms. Cloudqix will provide information about any such components upon request, and such components are licensed to Subscriber under their respective licenses, not these Terms. Use of Third Party Solutions or Third Party Content might also involve third party Intellectual Property (for example, API libraries). Nothing in these Terms transfers ownership of any third party Intellectual Property to either party. Each party agrees not to remove or alter any proprietary rights notices in the materials or software of the other party. 

10.5 Protection of Intellectual Property. Subscriber shall not engage in any activity that infringes Cloudqix’s Intellectual Property rights in the Services or Content. Cloudqix may include technical measures in the Services to prevent unauthorized or unlicensed use, and Subscriber agrees not to circumvent such measures. 

11. Warranties and Disclaimers. 

11.1 Limited Warranty for Paid Services. Cloudqix warrants that, during any subscription term for a Paid Plan: (a) the Services will perform in substantial accordance with applicable Specifications; (b) Cloudqix will use commercially reasonable efforts to correct Material Defects that are identified in a timely manner; and (c) Cloudqix will provide the support and services described in the Standards Repository for the applicable Paid Plan in a professional and workmanlike manner (collectively, the “Performance Warranty”). For any breach of the Performance Warranty, Subscriber’s exclusive remedy and Cloudqix’s sole obligation will be for Cloudqix to either: (i) repair or modify the Services to achieve the promised functionality; or (ii) if Cloudqix is unable to restore such functionality within a reasonable time, allow Subscriber to terminate the affected Services and receive a pro-rated refund of any pre-paid fees covering the unused portion of the subscription term from the date of termination. Subscriber must notify Cloudqix in writing of any warranty-breach claim within thirty (30) days of the issue’s occurrence, and provide sufficient detail to allow Cloudqix to reproduce and verify the problem. 

11.2 Free Plan and Trial Disclaimer. If Subscriber is using a Free Plan (or any trial or beta service that Cloudqix may offer), Subscriber acknowledges that such Services are provided “AS IS” and without any warranty whatsoever. Cloudqix provides Free Plan Services “AS IS” and “WITH ALL FAULTS” and disclaims all warranties and liabilities to the fullest extent permitted by law with respect to Free Plan or trial usage. The Free Plan (and any non-paid use of the Services) is offered as a convenience and for evaluation or limited use, and Subscriber bears all risk of using it. Cloudqix does not guarantee that Free Plan services will be available, accurate, or suitable for any particular purpose. 

11.3 General Disclaimers. Except for the Performance Warranty provided in Section 11.1 for Paid Plan subscribers, Cloudqix makes no other warranties or representations of any kind regarding the Services. To the maximum extent permitted by law, Cloudqix disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Cloudqix does not warrant that the Services will be uninterrupted, error-free, or completely secure. Subscriber understands that software-based services may have occasional errors, bugs, and periods of downtime. Cloudqix does not warrant that it will be able to prevent all third party disruptions or unauthorized third party access (though Cloudqix has security measures as stated). 

11.4 No Liability for Data or Third party Components. Cloudqix makes no warranty regarding the quality, accuracy, or reliability of any data or information obtained through the Services or that the Services will meet Subscriber’s specific requirements. Any connectors, content, or software provided through the Connector Hub or by third parties (Section 9) are expressly without warranty from Cloudqix. Cloudqix is not responsible for any issues arising from Third Party Solutions or Subscriber’s equipment, networks, or systems. 

11.5 Beta Features. From time to time, Cloudqix may offer new features or beta services (labelled as “Beta”, “Preview”, “Early Access”, etc.) (collectively, “Beta Features”). Such features may not be fully tested or documented, may be subject to additional terms, and are provided “AS IS” for evaluation and experimentation. Cloudqix does not guarantee the functionality or availability of beta features and may discontinue them at any time. All use of Beta Features is at Subscriber’s own risk, and Cloudqix disclaims any warranties for Beta Features. 

11.6 Sole Remedies. Except for the express remedies provided in these Terms (such as the refund remedy for breach of the Performance Warranty in Section 11.1 or any service credits explicitly offered in an SLA for enterprise Subscribers), Subscriber’s sole and exclusive remedies for any dissatisfaction with the Services or breach of these Terms by Cloudqix are to terminate the subscription as permitted and, if applicable, receive any pro-rata refund explicitly provided herein. These warranty disclaimers and limitations of liability are fundamental elements of the basis of the bargain between Cloudqix and Subscriber. Cloudqix would not be able to offer the Services on an economically feasible basis without such limitations. Some jurisdictions do not allow certain disclaimers or limitations on implied warranties, so some of the above disclaimers may not apply to the extent prohibited by law. 

12. Indemnification. 

12.1 Subscriber Indemnity. Subscriber shall defend, indemnify, and hold harmless Cloudqix, its affiliates, and its and their directors, officers, employees, and agents (the “Cloudqix Parties”) from and against any and all third party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”), to the extent arising out of or relating to: (a) Subscriber’s use of the Services in violation of these Terms or Applicable Law, (b) Subscriber Data or other materials provided by Subscriber (including any allegation that such data or material infringes a third party’s intellectual property, privacy or other rights, or that Subscriber’s use or provision of Subscriber Data violated any law or regulation), or (c) Subscriber’s breach of any representation, warranty, or obligation under these Terms. This indemnification obligation includes Claims arising from the acts or omissions of Subscriber’s employees or any person given access to the Services through Subscriber’s account. Subscriber will not settle any Claim that imposes any liability or admission of fault on Cloudqix without Cloudqix’s prior written consent. 

12.2 Cloudqix Indemnity (IP Infringement).  Cloudqix shall defend Subscriber and its officers, directors, and employees (“Subscriber Parties”) against any third party Claim alleging that the Services, as provided by Cloudqix and used by Subscriber in accordance with these Terms, directly infringe a valid U.S. patent, or directly infringe a copyright, or misappropriate a trade secret of a third party. Cloudqix will indemnify and hold harmless Subscriber from any damages, costs, and attorneys’ fees finally awarded against Subscriber as a result of such Claim, or for amounts paid in a monetary settlement of such Claim that Cloudqix has agreed to in writing. If any portion of the Services becomes, or in Cloudqix’s opinion is likely to become, the subject of an infringement or misappropriation claim, Cloudqix may, at its option and expense, either: (i) procure for Subscriber the right to continue using the affected Service; (ii) modify or replace the affected component of the Service with a functionally equivalent, non-infringing alternative; or (iii) if Cloudqix determines that the foregoing are not reasonably practicable, terminate Subscriber’s subscription for the affected Service and refund any prepaid fees covering the remaining term of the terminated subscription. The above Cloudqix obligations will not apply if the underlying allegation arises from: (1) Subscriber’s breach of these Terms or misuse of the Services; (2) use of the Services in combination with any other product or service not provided by Cloudqix (to the extent the combination is the cause of the claim); (3) any Subscriber Data or third party content (including connectors) uploaded or used within the Services; or (4) use of any version of the software or Services that is not the latest version, if the Claim could have been avoided by using the current version (provided Cloudqix made the current version available to Subscriber). This Section 12.2 states Cloudqix’s entire liability and Subscriber’s exclusive remedy for any Intellectual Property infringement or misappropriation claims. 

12.3 Indemnification Procedure. The obligations of each indemnifying party above are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the Claim (provided that a failure to promptly notify will not relieve the indemnifier of its obligations except to the extent any delay prejudices the defense); (b) giving the indemnifying party sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle any Claim in a manner that admits fault or liability of the indemnified party or imposes non-monetary obligations on the indemnified party without that party’s prior written consent, such consent not to be unreasonably withheld); and (c) providing to the indemnifying party, at the indemnifying party’s request and expense, reasonable cooperation and assistance in the defense. The indemnified party may participate in the defense with its own counsel at its own expense. 

12.4 Exclusions for Free Plans. The indemnification obligations of Cloudqix in Section 12.2 (i.e., Cloudqix’s IP infringement indemnity) apply only to Subscriber use of a Paid Plan and do not apply to the Free Plan or any trial use of the Services or any Beta Features. Subscriber’s indemnification obligations to Cloudqix (Section 12.1) apply to all use of the Services including Free Plan use. Free Plan Subscribers use the Services “as is” and at their own risk (as stated in Section 11.2), and Cloudqix provides no indemnification to Free Plan or trial users. Additionally, Cloudqix shall have no indemnification obligation for any Claim arising from Subscriber’s use of the Services in violation of the Agreement or in combination with third party materials as noted above. 

13. Limitation of Liability. 

13.1 Indirect Damages Waiver. To the fullest extent permitted by law, neither Cloudqix nor any of its affiliates or suppliers or their respective directors, officers, employees or agents will be liable under these Terms for any: (a) indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, business, or anticipated savings; (c) loss of or damage to data, or business interruption; or (d) loss of goodwill or reputational harm, even if the party knew or should have known that such damages were possible. This disclaimer applies regardless of the theory of liability (contract, tort, negligence, strict liability, etc.), and even if any limited remedy herein is deemed to have failed of its essential purpose. 

13.2 Cap on Liability. Except for the excluded claims listed in Section 13.4 below, each party’s total aggregate liability arising out of or related to these Terms will not exceed the amounts actually paid or payable by Subscriber to Cloudqix in the 12 months immediately preceding the event giving rise to such liability. For example, if a claim arises after 6 months of service, the cap would be the total of fees paid for those 6 months; if after 2 years, the cap is the fees paid in the last 12 months prior to the claim. If Subscriber has not paid any fees to Cloudqix (for instance, if Subscriber is on a Free Plan), Cloudqix’s total liability for all claims shall not exceed USD $100 (one hundred U.S. dollars) or the minimum amount permitted by law. The existence of multiple claims or incidents will not enlarge this cap. This cap is an aggregate for all claims of any kind and not per-claim. 

13.3 Free Plan Liability. Cloudqix’s liability for any damages arising from or related to Subscriber’s use of the Free Plan shall be zero (0) to the maximum extent permitted by law. Subscriber acknowledges that the Free Plan is provided without charge and in consideration for that free use, Subscriber agrees that Cloudqix cannot be held liable for any type of damages arising from the Free Plan or its performance (or lack thereof). In jurisdictions where a complete exclusion of liability for free services is not permitted, Cloudqix’s total liability for the Free Plan use shall not exceed USD $100. Subscriber’s sole and exclusive remedy for dissatisfaction or issues with the Free Plan is to stop using the Services or upgrade to a paid plan. 

13.4 Exceptions. Nothing in these Terms excludes or limits either party’s liability for: (i) death or personal injury caused by its negligence or willful misconduct, (ii) fraud or fraudulent misrepresentation, (iii) Subscriber’s payment obligations (i.e., amounts owed to Cloudqix) or Subscriber’s indemnification obligations under Section 12.1 (since those are considered fundamental bargained-for duties), or (iv) any liability that cannot be limited or excluded by law. However, to the maximum extent permitted by law, such liabilities will still be subject to the liability cap in Section 13.2 unless forbidden by statute. 

13.5 Application. The limitations of liability and exclusions of damages in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or any other legal theory, and even if a party has been advised of the possibility of damages. Each party acknowledges that the other party entered into these Terms in reliance upon the limitations of liability and the disclaimers of warranties set forth herein, and that those provisions are an essential basis of the bargain between the parties. They shall apply even if any limited remedy specified in these Terms are found to have failed its essential purpose. 

13.6 Jurisdictional Considerations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. In such a case, to the extent that a disclaimer or limitation in these Terms are not permitted by law, the relevant disclaimer or limitation shall be adjusted to the minimum extent necessary to be enforceable, and the remaining provisions of these Terms shall remain in full force and effect. 

14.  General Provisions. 

14.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any version of the Uniform Computer Transactions Act applies to these Terms. To the extent that any lawsuit or court proceeding is permitted under these Terms (as opposed to arbitration, if any), the parties agree to submit to the exclusive jurisdiction of the state or federal courts located in the State of Delaware for the resolution of any dispute arising out of or related to these Terms or the Services. Each party hereby waives any objection to jurisdiction and venue in such courts, including any defense of forum non conveniens, provided that Cloudqix may seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or Confidential Information. 

14.2 Entire Agreement. This Agreement (including any documents incorporated by reference, such as the Data Processing Addendum and any applicable Supplemental Terms for specific features) constitutes the entire agreement between Subscriber and Cloudqix with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No oral or written information or advice given by Cloudqix or its agents shall create any additional warranties or in any way increase the obligations or liabilities of Cloudqix beyond those expressly stated in these Terms. The parties agree that any terms or conditions stated in Subscriber’s purchase order or in any other Subscriber order documentation (apart from the explicitly agreed-upon pricing and Plan details) are void and of no effect and are hereby rejected; these Terms will prevail over any conflicting terms in a Subscriber purchase order or similar document. In the event of any conflict between these Terms and the Cloudqix Enterprise SaaS Agreement (if Subscriber later enters into one), the terms of the Enterprise SaaS Agreement will govern for the Enterprise subscription, but that shall not affect the validity of these Terms for any period Subscriber was on Free/Pro/Growth Plans. 

14.3 Modifications to Agreement. Cloudqix may modify the terms of these Terms from time to time. In such case, Cloudqix will provide advance notice to Subscriber by email or through the Service (e.g., via an in-app notification or banner) describing the changes. Changes will not be retroactive; they will become effective no sooner than 30 days after notice (unless the changes relate to new features or legal requirements, which may become effective immediately). If a modification is material and adversely affects Subscriber, and Subscriber does not agree to the change, then Subscriber must notify Cloudqix of termination before the effective date of the modification, and Subscriber may terminate its subscription and receive a pro-rata refund of any prepaid fees for the terminated portion of the subscription (if Subscriber is on a Paid Plan; no refund is available for any Free Plan). By continuing to use the Services after the updated terms become effective, Subscriber indicates its acceptance of the modified Agreement. Cloudqix will update the “Last Updated” date at the top of these Terms when it notifies Subscriber of changes. 

14.4 No Waiver. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude the further exercise of that or any other right, power, or remedy. Any waiver must be in writing and signed by the party granting the waiver, and shall be effective only to the extent expressly set forth in such writing. 

14.5 Severability. If any provision of these Terms are held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable (if possible) or, if modification is not possible, deemed severed from these Terms, and the remaining provisions of these Terms will remain in full force and effect. In such case, the parties shall negotiate in good faith a valid, legal, enforceable substitute provision that most nearly reflects the original intent of the severed provision. 

14.6 Assignment. Subscriber may not assign or transfer these Terms (in whole or in part), by operation of law or otherwise, without Cloudqix’s prior written consent, and any attempt to do so without consent will be null and void. However, Subscriber may assign these Terms in their entirety, without Cloudqix’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Subscriber’s assets, provided that the assignee is not a direct competitor of Cloudqix and agrees in writing to be bound by all terms of these Terms. Cloudqix may assign, transfer, or delegate these Terms or any of its rights and obligations hereunder without consent to an affiliate or in connection with a merger, acquisition, sale of assets, or by operation of law. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. 

14.7 Relationship of Parties. The parties to these Terms are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between Subscriber and Cloudqix. Neither party has any authority to act on behalf of or to bind the other in any respect. Each party remains solely responsible for its own taxes, obligations, and business operations. 

14.8 No Third party Beneficiaries. There are no third party beneficiaries to these Terms. This Agreement is intended solely for the benefit of the parties and their permitted assigns, and nothing in these Terms, express or implied, shall confer any legal or equitable right, benefit, or remedy on any other person or entity. 

14.9 Force Majeure. Cloudqix shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond Cloudqix’s reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes or labor disputes, failure of third party networks or services, power or Internet outages, earthquakes, fire, epidemics or pandemics, or acts of government. Cloudqix will use reasonable efforts to mitigate the effect of a force majeure event and to perform its obligations promptly once the force majeure event ceases. 

14.10 Notices. Cloudqix may provide any notice to Subscriber under these Terms by: (i) sending an email to the primary email address associated with Subscriber’s account, or (ii) by posting a notice within the Cloudqix user interface or account portal. Notices from Cloudqix are effective when sent or posted by Cloudqix. It is Subscriber’s responsibility to keep its account email contact information current. Subscriber will be deemed to have received any email sent to the email address then associated with its account when Cloudqix sends the email, whether or not Subscriber actually receives or reads the email. Any notice from Subscriber to Cloudqix that is required or permitted under these Terms shall be in writing and addressed to Cloudqix at contracts@cloudqix.com (with a copy to the legal department address on Cloudqix’s website, if provided). Subscriber may also send legal notices via certified mail to Cloudqix’s principal business address (attn: Legal Department). Notices sent by certified mail are effective upon receipt as indicated by the delivery records. 

14.11 Export Compliance. The Services, including any software, documentation, and technical data, are subject to U.S. export control and economic sanctions laws. Subscriber agrees to comply with all applicable export and re-export control laws and regulations. Subscriber represents that it is not named on any U.S. government denied-party list, and Subscriber shall not permit any user to access or use the Services in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Subscriber is responsible for compliance with local laws in its jurisdiction that might impact its right to import, export, access, or use the Services, and represents that it will not use the Services in any prohibited manner. 

14.12 U.S. Government End Users.  The Services and documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. §12.212. If the Subscriber or any user of the Services is an agency, department, or other entity of the U.S. Government, then the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services and any documentation is governed by the terms of these Terms per 48 C.F.R. §12.212 (for civilian agencies) and 48 C.F.R. §227.7202-1 and §227.7202-4 (for Department of Defense agencies). 

14.13 Competitor Access. Subscriber shall not access or use the Services if Subscriber is a direct competitor of Cloudqix, except with Cloudqix’s prior written consent. Furthermore, Subscriber shall not access or use the Services for the purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes, without Cloudqix’s prior written permission. 

14.14 Headings and Interpretation. The section headings in these Terms are for convenience of reference only and shall not affect the interpretation of these Terms. Terms such as “including” and “for example” shall be construed as illustrative, without limiting the generality of the subject matter (i.e., “including” means “including without limitation”). Unless the context requires otherwise, words in the singular include the plural and vice versa. 

14.15 Counterparts and Acceptance. These Terms may be accepted electronically and in counterparts. By clicking “I Agree” (or a similar button or checkbox) or by using the Services, Subscriber acknowledges that it has read and understood these Terms and agrees to be bound by its terms. An electronic acceptance or record of acceptance shall be deemed the equivalent of a handwritten signature. If these Terms are translated into a language other than English and there is any conflict between the English text and the translated text, the English text shall control. 

Part 3 – Definitions 

Terms defined either in Part 3, or in the context in which they first appear in these Terms (including any Order Form), will have the indicated meaning throughout these Terms and all attached documents. Unless otherwise indicated, all section references in these Terms are to sections within the same Exhibit in which the section reference appears. 

“Acceptable Use Policy” means Cloudqix’s then-current conditions for remote access to any Cloudqix asset, including the Cloudqix website, the Cloudqix Platform and the Standards Repository. 

“Admin User” means a User who is permitted to view, edit, and manage all User Accounts for the Subscriber. 

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 

“Applicable Laws” means all, national, regional and/or local regulations and laws to the extent the same apply to a party’s or any of its Users’ activities hereunder. 

“Beta Features” has the meaning provided in Section 11.5. 

“Cloudqix” means Cloudqix, Inc. unless an Affiliate of Cloudqix, Inc. is designated in the relevant Order Form. 

“Cloudqix Platform” means the Cloudqix integration platform. 

“Company Subscriber” is defined in the Introduction (Part 1). 

“Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), in any form or medium, that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the context of disclosure. Subscriber’s Confidential Information includes Subscriber Data and any non-public information about Subscriber’s business, plans, or technology that Subscriber provides to Cloudqix. Cloudqix’s Confidential Information includes the Services (including software, algorithms, pricing information, and underlying technology), any non-public documentation or materials provided to Subscriber, and any usage or performance data about the Services. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was already known to the Receiving Party without confidentiality obligations prior to disclosure by the Disclosing Party; (c) is received from a third party who, to the Receiving Party’s knowledge, is not bound by a confidentiality obligation to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information. 

“Connector Build Token” {add definition} 

“Connector Hub” means Cloudqix’s online marketplace or library of integration connectors, recipes, templates, or similar content, which may include both Cloudqix-developed connectors and third party or community-submitted connectors. 

“Content” is defined in Section 9.2 

“DPA” means Cloudqix’s then-current Data Protection Addendum made available to you via the Cloudqix Platform.  The DPA is incorporated into these Terms by reference.  By accepting these Terms, Subscriber also agrees to the terms of the DPA with effect from the date Subscriber began using the Services. 

“Designated Endpoint” means a website designated by Cloudqix.   

“discretion” means that a decision is in the sole and absolute discretion of the indicated party. 

“DCU” (Data Call Unit) means a unit of usage representing a discrete data transaction (input or output) processed by the Services (for example, a single connector operation or API call in a workflow). 

“Enterprise Plan” means a plan that is subject to a separate, signed agreement with Cloudqix or an Affiliate of Cloudqix rather than these Terms. 

“Event” means a meeting, conference or other event organized by a Subscriber or other third party. 

“Free Plan” is defined in Section 3.  

“Intellectual Property” means all rights in the following throughout the world: (a) patents, including any extensions, substitutions, registrations, confirmations, reissues, re-examinations, certificates, and renewals; (b) applications for patents, including for reissue, continuation, continuation-in-part, divisional, inter partes review, post grant review, and covered business methods; (c) copyrights in published and unpublished works (including any registrations, applications and renewals) and other rights of authorship; (d) trade secrets and other Confidential Information; (e) registered and unregistered trademarks, service marks, trade dress, including all associated goodwill, applications and registrations in any jurisdiction, including any extension, modification or renewal; (f) computer programs and other software, modules, routines, libraries, macros, scripts, portals, platforms, source code, object code, binary code, executable code, methodologies, algorithms, architecture, structure, software engines, display screens, utilities, user interfaces, layouts, development tools, instructions, templates, data formats, database management code, and databases; (g) all other intellectual property rights and proprietary rights; and (h) all copies and tangible embodiments of any or all of the foregoing in whatever form or medium. 

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. 

“Managed Environment” means the remote environment from which Clouqix makes the Cloudqix Platform and Services available to you. 

“Marketplace Content” is defined in Section 9.2. 

“Material Defect” means any material failure of the Services provided under a Paid Plan to substantially perform in accordance with applicable Specifications. 

“Order Form” means any printed or electronic ordering or registration document or page, including, in either case, any addenda and supplements thereto, which cross-references and is subject to these Terms. By entering into an Order Form with Cloudqix or an Authorized Reseller, you and your Affiliates agree to be bound by these Terms as if each were an original party to these Terms. 

“Original Subscriber Content” is defined in Section 9.4. 

“Overage” means the extent to which a Subscriber’s usage on a Paid Plan exceeds the Plan’s included monthly DCU allotment. 

“Overage Fees” means fees charged for Overages. 

“Paid Plan” is defined in Section 3.  

“Performance Warranty” is defined in Section 11.1. 

“Plan” means the level of Services to which you are then subscribed, based either on the subscription level to which you subscribed during the registration process or thereafter. 

“Person” means any natural person, limited liability company, corporation, partnership, proprietorship, association, trust or other legal entity. 

“Personal Data” is defined in the DPA. 

“Services” means the Cloudqix Platform and all related cloud-based software services, tools, connector libraries, APIs, dashboards, features, functionalities and support provided by Cloudqix, accessible via the Cloudqix website (including connector workflows and the Connector Hub). 

“Specifications” means applicable Cloudqix documentation (available in the Standards Repository) that describes the technical features and performance expectations of the Cloudqix Platform or Services. 

“Standards Repository” means a website or portal which Cloudqix makes available to your Designated Technical Representatives via the Cloudqix Platform.  The Standards Repository is incorporated into these Terms by reference.  Access to, and use of, the Standards Repository is subject to Cloudqix’s then-current Acceptable Use Policy.  Any reference to guidelines, specifications, standards, documents or other information included in the Standards Repository means then-current information, subject to Cloudqix’s duty to notify you of any changes at least 30 days before implementation.   

“Subscriber” or “you” or “your” means, in the case of an individual accepting these Terms on their own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a company or other legal entity, the Company Subscriber for which such individual is accepting these Terms and the Affiliates of that Company Subscriber (for so long as they remain Affiliates).   

“Subscriber Data” means any data, content, or information that Subscriber (or its authorized users) submits to, stores in, or processes via the Services, including any Personal Data. Subscriber Data does not include Usage Data or any other data generated by Cloudqix’s systems about the operation of the Services. 

“Terms” is defined in the Introduction  (Part 1) and means this agreement, including its exhibits, the Standards Repository, the Data Protection Addendum and any applicable Order Forms.   

“Third Party Content” is defined in Section 9.2. 

“Third Party Terms” is defined in Section 9.3. 

“Usage Data” means data relating to use of the Services and performance of the platform, such as metrics, logs, and technical information (for example, aggregate DCU consumption, workflow performance metrics, etc.). Cloudqix may use Usage Data to monitor, analyze, and improve the Services, provided that if Cloudqix discloses any Usage Data externally it will only do so in an anonymized and aggregated form that does not identify Subscriber. 

“User” means (a) you, if you are an individual subscriber or (b) if you are a Company Subscriber, any individual who you authorize to use your Cloudqix Platform account, and to whom you (or, when applicable, Cloudqix at your request) have supplied a unique user name.  If you are a Company Subscriber, your Users may include your employees, consultants, independent contractors and agents, and third parties with which you transact business, provided that each uses the Services solely for Subscriber’s internal benefit, and with your express permission.  Each User is designated either as an Admin User or Standard User (as those terms are defined in the Standards Repository) depending on the scope of rights allocated to the User by the Administrator for the Subscriber.  By default, individual subscribers are Admin Users. 

“User Account” means a Cloudqix account for a User in the remote environment designated by Cloudqix.  Each Free Plan is permitted a single User Account.  Each Paid Plan includes an Admin User Account and one or more additional Standard User Accounts. 

“you” or your” or “Subscriber” means (a) in the case of an individual accepting these Terms on their own behalf, such individual or (b) in the case of an individual accepting these Terms on behalf of a company or other legal entity, the Company Subscriber for which such individual is accepting these Terms and the Affiliates of that Company Subscriber (for so long as they remain Affiliates).   

“your Content” means any text, data, documents, graphics, audio, videos, photos and other information, reviews, profile information, and other materials which you (or your Users, if you are a Company Subscriber) embed or post, or otherwise make available or generate on the CloudQix Platform.