Terms of Service

Last Updated January 8, 2026

These Terms of Service, together with any documents and/or additional terms expressly incorporated by reference (collectively, this "Agreement") set forth the terms and conditions that apply to your access and use of CloudAgent's services (the "Services") made available through the internet website located at https://cloudagent.io/ (the "Site"), owned and operated by CloudAgent Technology Inc. ("CloudAgent", "we", "our" or "us").

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as CloudAgent's Privacy Policy, as it may be amended from time to time in the future.

CloudAgent reserves the right in our sole discretion to revise and update this Agreement or the Privacy Policy at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time to time by accessing the Site. Your continued use of the Site and/or the Services will be deemed irrevocable acceptance of any such revisions.

1. Use and Account Set-up

You are responsible for obtaining your own access to the Site and/or Services. The Site and/or Services, including content or areas of the Site, may require you to register and create an account (an "Account") and select a unique user name and password (collectively, "Credentials"). It is a condition of your use of the Site and/or Services that all the information you provide on the Site and/or Services is correct, current, and complete.

Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of the Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials.

CloudAgent's Services may require various levels of access to your cloud infrastructure, including both read-only access for monitoring, analysis, and reporting, as well as write access for automated remediation, infrastructure deployment, configuration changes, and other operational tasks. You are solely responsible for:

• Determining the appropriate level of access to grant CloudAgent based on the Services you wish to use;
• Configuring IAM roles, permissions, and access controls in your cloud environment;
• Reviewing and approving any proposed changes, recommendations, or automated actions before they are executed in your environment; and
• Understanding the potential impact of any actions taken by CloudAgent's Services on your infrastructure.

You acknowledge and agree to waive liability, indemnify and save harmless CloudAgent, and its subsidiaries, affiliates, and each of their respective directors, officers, shareholders, employees, agents, contractors, service providers, partners, suppliers and licensors, for any claims arising from actions taken by the Services in your cloud environment, whether such actions were manually approved, automatically executed based on your configurations, or resulted from the permissions you granted to CloudAgent.

CloudAgent reserves the right at any time and from time to time, to disable or terminate your Account, Credentials, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of this Agreement.

2. Intellectual Property Rights

All material available on the Site and all material and Services provided by or through CloudAgent, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, URLs, trade names, trade-marks, logos, content, software, all informational text, software documentation, design of and "look and feel", layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, CloudAgent grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you.

You agree that you will not, and will not allow any third party to:

• Copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Materials or the Site;
• Take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality in the Materials or the Site;
• Use the Materials or the Site to access, copy or transfer content in violation of any applicable laws or third party rights;
• Remove, obscure or alter CloudAgent's or any third party's copyright notices, trademarks or other proprietary rights notices affixed to or contained within the Materials or the Site; or
• Access or use the Site and/or Services for any unlawful purpose or otherwise violate this Agreement.

CloudAgent retains the right to use or share any Aggregated Data generated by anyone using the Site or the Services for the purpose of enhancing and providing the Services. "Aggregated Data" means data that does not contain personal information or private configuration data and which has been manipulated or combined to provide generalized, anonymous information.

We do not collect any of the parameters provided to generate configuration templates or any of the cloud account environment data unless explicitly saved to a user's profile.

3. Cancellation and Termination

You may cancel your Account at any time through the interface provided as part of the Services or via CloudAgent's support addresses.

CloudAgent reserves the right at any time, and without cost, charge or liability, to terminate this Agreement and your access to the Site, Account, and Services, at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement or a failure to pay CloudAgent any amounts, fees, payments or otherwise owing to CloudAgent for your use of CloudAgent Services.

CloudAgent reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice.

4. Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, CloudAgent has adopted a policy of terminating, in appropriate circumstances and at CloudAgent's sole discretion, subscribers or Account holders who are deemed to be repeat infringers. CloudAgent may also limit access to Services and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

5. Acceptable Use and Conduct

In addition to complying with this Agreement, you agree to use the Site, Materials and Services for lawful purposes only and in a manner consistent with local, national or international laws and regulations. You agree that you will not publish or make available any Content that, or use the Site or Services in a manner that:

• Infringes, violates or misappropriates any third party's intellectual property or proprietary rights;
• Is misleading, deceptive or fraudulent or otherwise illegal;
• Is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity;
• Is harmful to minors in any way;
• Is hateful or discriminatory based on race, colour, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age;
• Impersonates a CloudAgent employee, or any other person;
• Interferes or attempts to interfere with the proper working of the Site or Services;
• Uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services;
• Attempts to gain unauthorized access to the computer systems of CloudAgent;
• Decompiles or reverse engineers or attempts to access the source code of the software underlying the Site or Services;
• Accesses the Site or Services for the purposes of building a competitive product; or
• Any other unlawful purpose.

6. Artificial Intelligence and Automation Services

a) Nature of AI Services. The Services include artificial intelligence ("AI") and machine learning capabilities that analyze your cloud infrastructure, generate recommendations, produce reports, create automation workflows, and may execute actions in your cloud environment. These AI capabilities are designed to assist you in managing your cloud infrastructure but are tools that require human oversight and judgment.

b) Third-Party AI Providers. CloudAgent may utilize third-party AI service providers (such as large language model providers and machine learning platforms) to deliver certain features of the Services. By using the Services, you consent to the processing of your data by these third-party AI providers in accordance with this Agreement and our Privacy Policy. CloudAgent is not responsible for the acts, omissions, or failures of any third-party AI provider, and such third-party services are provided "as is" without any warranty.

c) Data Processing for AI Features. To provide AI-powered features, certain data from your cloud environment and your interactions with the Services may be processed by AI systems. This may include:

• Cloud resource metadata and configuration data;
• Logs, metrics, and events from your cloud environment;
• Your chat messages, prompts, and instructions to the AI;
• Workflow definitions and automation configurations; and
• Other data necessary to provide the requested AI features.

You are responsible for ensuring that you have the right to share such data with CloudAgent and its AI service providers.

d) AI Training and Model Improvement. CloudAgent and its third-party AI providers may use aggregated, anonymized, or de-identified data derived from your use of the Services to improve AI models and the Services generally. CloudAgent will not use your proprietary cloud configuration data, credentials, or personally identifiable information to train AI models without your explicit consent.

f) Human Oversight Requirement. You agree to maintain appropriate human oversight of all AI-powered features and automated actions. You are responsible for:

• Reviewing AI-generated recommendations before implementation;
• Configuring appropriate approval workflows for automated actions;
• Monitoring automated workflows for unexpected behavior;
• Maintaining the ability to quickly disable or override automated actions; and
• Not relying solely on AI outputs for critical business decisions without independent verification.

g) AI Output Ownership. Subject to third-party rights and the intellectual property provisions of this Agreement, you retain ownership of any original content you create using AI features of the Services. However, AI-generated outputs that are generic, commonly known, or not original to you are not owned by you. CloudAgent retains all rights in its AI models, algorithms, and underlying technology.

h) Prohibited AI Uses. In addition to the prohibited uses in Section 5, you agree not to:

• Use the AI features to generate malicious code, malware, or content designed to harm systems or individuals;
• Attempt to extract, reverse engineer, or replicate CloudAgent's AI models or training data;
• Use AI features in violation of any applicable AI regulations or laws;
• Input sensitive personal data, protected health information, or other regulated data into AI features except as expressly permitted; or
• Represent AI-generated outputs as human-generated when disclosure is required by law or regulation.

7. Disclaimer of Warranties

CloudAgent disclaims any warranty that the Site, the Services or any Content will meet your requirements or be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Site or the servers that make the Site available are free of viruses or other harmful components.

8. Limitation of Liability

CloudAgent and its owners and affiliates, and their officers, directors, shareholders, employees, agents, contractors, service providers, partners, suppliers and licensors are not liable for anything that happens to you that may be connected to your use of the Site and/or Services, including but not limited to any advice, recommendations, automated actions, infrastructure changes, or AI-generated outputs provided by CloudAgent. Without limiting the foregoing, CloudAgent is not liable for any service disruptions, downtime, data loss, security incidents, increased cloud costs, compliance violations, or any other consequences arising from changes made to your cloud infrastructure through the Services, whether such changes were manually approved by you, executed through automated workflows, or resulted from following CloudAgent's recommendations.

In the event that we are determined to be liable to you, our liability to you shall be limited to the greater of (a) the amount, if any, that you paid to CloudAgent in the immediately preceding two (2) months; or (b) $100.

9. Indemnification

You agree to defend, indemnify, and hold harmless CloudAgent and its parent, subsidiaries, affiliates and their respective directors, officers, shareholders, employees, affiliates, partners, contractors, agents, suppliers and licensors from and against any claims, liabilities, damages, losses, actions, or demands from you or any third party, including without limitation reasonable legal and professional fees, alleging or resulting from:

• Your use of the Site and/or Services;
• Your use of or reliance on any third party or CloudAgent Material;
• Any Content you distribute on or through the Site or Services; or
• Your breach of this Agreement, applicable laws, rules, regulations or rights of any third-party.

10. Electronic Communications

You consent to CloudAgent communicating with you by e-mail or web or internet posting and you consent to receiving e-mails and other electronic communications from CloudAgent to communicate with you about the Site and Services. To withdraw your consent to receiving electronic communications from CloudAgent you may e-mail us at: support@cloudagent.io.

11. Service Limitations

We can change or cancel the Site and/or Services at any time. We are not liable for the actions of our users when they use Site or Services. If we change or cancel the Site and/or Services at any time we are not liable for how this may affect you. We do not guarantee the quality or accuracy or availability of any content you view using the Site and/or Services or related content or other websites.

12. General

This Agreement, the Privacy Policy and all other notices, policies and statements contained on this Site constitute the entire agreement between us and you. This Agreement cannot be modified except as described herein. No waiver of any term of this Agreement will be deemed a further or confirming waiver of such term or any other term. If you access the Site from a location outside of Canada, you are responsible for compliance with all applicable local laws and regulations.

The relationship between CloudAgent and you will be that of independent contractors, and neither of us nor any of our respective directors, officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of this Agreement, Site or Services.

13. Contact Us

We value your visit to the Site and use of our Services and welcome any questions or comments you might have about this Agreement, or any of the services offered by CloudAgent. If you have any questions or concerns relating to the terms and conditions herein or to any ancillary terms and conditions, please contact us via e-mail at: support@cloudagent.io