Terms of Service

Introduction

By using Kloudless, or otherwise building or distributing a Kloudless application ("Developing on Kloudless"), you agree to be bound by these Terms and Conditions ("Terms"). The Terms govern your access to and use of Kloudless services, the Kloudless API ("API"), any Kloudless developer webpages and documentation, and API SDKs, app keys, and access tokens (collectively, the "Developer Platform"). You may Develop on Kloudless only if you have the legal power to form a contract with us.

If you are Developing on Kloudless on behalf of an organization, you are agreeing to the Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case "you" and "your" will refer to that organization. The exception to this is if the organization has a separate written agreement with Kloudless covering the use of the Developer Platform, in which case that agreement will govern such use.

Your Apps

A "Kloudless App" is any application that is developed on Kloudless. Kloudless Apps must comply with the Kloudless policies and requirements described on Kloudless websites or other documentation provided by Kloudless, which may be modified from time to time. We may revoke access with or without notice if we believe you are in violation of these Terms.

Development You accept responsibility for all traffic originating from your Kloudless Apps using credentials to Kloudless. You agree to take the necessary steps to protect your Apps' authentication keys and security credentials.

You are solely responsible for all use (whether or not authorized) of the Developer Platform under your Kloudless App(s). You are solely responsible for all acts of anyone who has access to or otherwise uses your Kloudless App (“End Users” or "users”).

Prohibited Actions You and your Kloudless App must not and must not attempt to:

  • mislead, confuse, or surprise users
  • plant malware or otherwise use Kloudless to distribute malware
  • send unsolicited communications, promotions, advertisements, or spam
  • publish anything that is fraudulent, misleading, or infringes another's rights
  • impersonate or misrepresent your affiliation with any person or entity
  • publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred
  • violate the law in any way or the privacy of others
  • reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Developer Platform

Any and all actions taken using your credentials will automatically be deemed to be actions taken by you, with all consequences including service termination, civil and criminal penalties.

Using the Platform We may review and make changes to the Developer Platform, but you acknowledge that we are not obligated to do so. We are not responsible for files, user posts on our forums or elsewhere, or any other information accessible through the Developer Platform.

You are responsible for any dealings with the platforms and operating systems on which your Kloudless API Apps are distributed and used, as well as the users of your Kloudless API Apps.

End User Data If you collect any personally identifiable information via your Kloudless API App, you must ensure that it is collected, processed, transmitted, maintained and used in compliance with all applicable laws and a privacy policy that you post and make available to users. You must comply with the terms and conditions of your privacy policy and employ reasonable measures to protect that personally identifiable information.

Underlying Cloud Services The Kloudless API enables your Kloudless API Apps to access information from other cloud services. We strongly suggest you read and understand the Terms of Service and Privacy Policies for the cloud services you plan on using through the Kloudless API. You are responsible for ensuring that your Kloudless API Apps are compliant with their Terms of Service and Privacy Policies.

Developer License

You grant to Kloudless a non-exclusive, non-transferable license, while you continue to support a Kloudless API App, to use your Marks and descriptive materials you publish about your Kloudless API App solely in connection with the promotion of Kloudless services accessible through your Kloudless API App, and to acknowledge or promote your Kloudless API App. Any use must be in accordance with applicable law and not inconsistent with your trademark usage guidelines (except to the extent they require further permission for the uses described above). We agree and acknowledge that except for the limited license above, these Terms do not grant Kloudless any rights to your Marks and that all goodwill generated through use of such marks benefits you.

These Terms do not grant us any ownership of your Kloudless API App, intellectual property, or Marks.

Fees and Billing

You will pay all fees according to the specific Plan you choose. Unless otherwise indicated in the applicable Plan or if you have a separate agreement with us, we will invoice you monthly in advance for the base fees for using the Kloudless API, and at the end of the month for any usage-based fees you may have accrued. Payment of all fees will be due within 30 days of the invoice date unless otherwise indicated on the invoice. All payments must be made in U.S. dollars. Late payments will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. All payments required exclude all sales, value-added, use, on other taxes and obligations, all of which you will be responsible for and will pay in full.

You can cancel, downgrade, or upgrade your Plan at any time. Plan upgrades will result in a pro-rated fee for the new plan based on the number of days left in the month. Plan downgrades will result in a credit based on a pro-rated fee for the number of days of the original plan that remain. If you cancel your Plan before the end of the month, you will not receive a refund or credit for the fees paid for the Plan.

Termination

Kloudless may terminate these Terms at any time or suspend your access to Kloudless services:

  1. if you breach any provision of these Terms;
  2. if Kloudless is required to do so by law;
  3. if Kloudless ceases to offer any services covered by these Terms;
  4. for any other reason with 30 days prior written notice to you (or sooner if you or the Kloudless API App are flagrantly violating the Terms or are a threat to users or the platform).

You may terminate these Terms at your convenience by delivering at least 30 days' prior written notice to Kloudless and stopping all use, operation, support, promotion, and distribution of all of your Kloudless API Apps.

Upon any termination or suspension of access to the Kloudless API, you may lose access to any content, materials or information related to your app that you provided to Kloudless.

Indemnification by Kloudless

We will defend, indemnify, and hold you harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions (“Claim”) brought or threatened against you by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto alleging the use of the Kloudless API as permitted hereunder infringes or misappropriates a third party copyright, trade secret, or patent (“Infringement Claim”).

Indemnification by You

You will indemnify, defend and hold Kloudless, its officers, directors, employees, agents, and affiliates harmless from any third party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees) relating to:

  1. any allegation that your Kloudless API Apps or the use of them infringes the intellectual property rights of any third party
  2. your or your End Users’ breach of these Terms
  3. any act or omission by you in connection with your use of the Developer Platform
  4. your or your End Users’ use of the Kloudless API or Developer Platform
  5. your collection or use of users' information and data

We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing. You may not settle any claims that limit our rights without our prior written consent (which will not be unreasonably withheld).

Limitation of Liability

Kloudless will have no liability or obligation with respect to any (a) Claim and any Losses related thereto arising out of your use of the Kloudless API or Developer Platform in breach of these Terms or (b) Infringement Claim and any Losses related thereto arising out of the combination, operation, or use of the Kloudless API or Developer Platform with other applications, portions of applications, products, or services where the Kloudless API or Developer Platform would not by themselves, and without modification, be infringing.

Updated: February 25, 2019