THIS TERMS OF USE AGREEMENT (the “Agreement”) signifies a legally binding agreement between and among CLOUD DIGITAL LLC, a limited liability company organized under the laws of the state of California (“Cloud Digital”) and the customer, whether individually or representing an entity (“Customer”), concerning the access to and use of Cloud Digital’s website: https://www.clouddigital.dev/ (the “Website”) and any other form of media, channel, mobile website or mobile application associated, linked, or otherwise connected therewith. A failure to agree with and abide by all the terms, conditions, and obligations herein results in the explicit prohibition of the Customer’s use of the Website, and the Customer is instructed to cease use immediately. Subsequently, the relationship between Customer and Cloud Digital will terminate and hold no further force and effect among the parties, except any obligation of the Customer to compensate Cloud Digital for services provided shall persist and continue to be a lasting obligation owed by Customer to Cloud Digital.

1. Intellectual Property Rights

Unless specified otherwise, the Website is owned by Cloud Digital and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any kind and regardless of format (collectively or individually referred to as the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned and managed by Cloud Digital and are safeguarded by copyright and trademark laws and any other relevant intellectual property law or regulation of the United States, foreign jurisdictions, and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly authorized herein, no part of the Website and no Content may be copied, reproduced, consolidated, republished, uploaded, posted, exhibited, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without Cloud Digital’s express prior written permission. Cloud Digital retains all rights in the Website, Content, and Marks.

2. Ownership of Materials

Despite Cloud Digital's ownership of Submissions, as described in Paragraph 4 ("Customer Feedback"), all code and configuration and original source files created on Customer’s behalf (“Projects”) are the property of Customer, and Customer shall be the sole proprietor of the copyright for all Projects. In the event that any law operation would cause Cloud Digital to become the owner of a Project, in whole or in part, rather than Customer, Cloud Digital irrevocably and perpetually assigns its entire interest in the Project to Customer, without limitation. Customer affirms that any and all materials provided to Cloud Digital as examples or as material to be integrated into a project during the development process are owned by Customer and do not infringe on or misappropriate any third party's rights, including but not limited to all intellectual property rights and any right of publicity. Cloud Digital reserves the right to publicize the Customer's development and configuration work (social media, website, etc.) unless agreed upon as stated in section 18 of this document.

3. User Representations

By using the Website, Customer represents and warrants that: Customer has the legal capacity and agrees to comply with these Terms of Use; Customer is not a minor in the jurisdiction of their domicile; Customer will not access the Website through automated or non-human means; Customer will not use the Website for any illegal or unauthorized purpose; Customer’s use of the Website will not violate any applicable law or regulation.

4. Prohibited Activities

Clients are not permitted to access or utilize the Cloud Digital LLC website for any purpose other than those which are explicitly facilitated by our services. The website must not be used in association with any commercial endeavors, except those which directly relate to the work carried out by Cloud Digital LLC on the Client's behalf. In addition, Clients agree not to:

• Access the website unauthorizedly.

• Collect data or content with an intention to form a database or directory.

• Bypass or tamper with the website's security features.

• Initiate unauthorized framing or linking to the website.

• Mislead Cloud Digital LLC or its users.

• Overburden or disrupt the website or Cloud Digital LLC's networks or servers.

• Use the website to compete with Cloud Digital LLC.

• Reverse engineer any part of the website.

• Circumvent measures designed to prevent or restrict access to the website or any part thereof.

• Harass or intimidate any of Cloud Digital LLC’s employees or contractors.

• Remove copyright or other rights notices from any content.

• Replicate or alter the website's software.

• Transmit viruses or other harmful material that may interfere with the website's operation.

• Disparage or harm Cloud Digital LLC or its reputation.

• Use the website in violation of any applicable laws or regulations.

5. Client Feedback

Any questions, comments, suggestions, or other feedback (each a "Submission") that the Client provides to Cloud Digital LLC becomes the exclusive property of Cloud Digital LLC. We are not obligated to keep these Submissions confidential. We reserve the right to use and share Submissions for any lawful purpose without needing the Client's permission or offering compensation. The Client agrees they have the right to provide such Submissions and waives any claims against Cloud Digital LLC for its use of the Submission in accordance with these terms.

6. Management and Oversight

Cloud Digital LLC has the right to monitor the website for any violations of these Terms of Use and take legal action as necessary. We also reserve the right to limit or deny the Client's access to the website. All decisions regarding the management of the website are at Cloud Digital LLC's discretion and are made to protect our rights and property.

7. Privacy Policy

By using the website, Clients agree to our Privacy Policy and the terms set forth within. The website is hosted in the United States of America. Accessing the website from the EU, Asia, or other regions with different data protection laws implies your consent to the transfer and processing of your data in the United States. Cloud Digital LLC does not knowingly collect information from individuals under the age of 18. If we learn that a child under 13 has provided us with personal information without parental consent, we will delete it as soon as reasonably possible.

8. Returns and Refunds

Cloud Digital LLC reserves the right to deny refund requests at our own discretion and without providing notice or assuming liability to the Client. Refund requests will be evaluated on a case-by-case basis. If the Client requests a refund within the first month of use, all materials produced by Cloud Digital LLC remain our property and may not be used by the Client. If a refund is approved, a 25% fee will be deducted from the remaining billable period. Legal actions may be taken against Clients who breach this policy.

9. Modification

Cloud Digital LLC reserves the right to modify or discontinue all or part of the website without providing notice or assuming liability to the Client. We may also change, alter, modify, or remove anything or any content on the website at our discretion.

10. Connection Interruptions

Cloud Digital LLC does not guarantee that the website will be available at all times. Interruptions, delays, or errors beyond our control may occur. Clients agree that Cloud Digital LLC will not be liable for any loss or inconvenience resulting from such issues.

11. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.

12. Litigation

Any legal action shall be brought in the state courts of Los Angeles County, California or in the United States District Court for the Central District of California. All parties consent to the jurisdiction of these courts and waive any defenses of lack of personal jurisdiction or forum non conveniens.

13. Disclaimer

The website is provided "as is," "as available." Clients agree that their use of the website and services are at their own risk. Cloud Digital LLC disclaims all warranties, express or implied, in connection with the website. We assume no liability for any unauthorized access to or use of our secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the website.

14. Limitations of Liability and Indemnification

Cloud Digital LLC, its directors, employees, members, contractors, or agents shall not be liable to the Client or any third party for any damages arising from the Client’s use of the Website. The Client agrees to defend, indemnify, and hold Cloud Digital LLC harmless from any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of their use of the website, breach of these Terms of Use, or violation of any third party's rights.

15. User Data

The Client is solely responsible for all data related to their activity on the website. Cloud Digital LLC shall not be liable for any loss or corruption of such data, and the Client waives any right of action against Cloud Digital LLC for any such loss or corruption.

16. Electronic communications, transactions, and signatures

Clients consent to receive electronic communications from Cloud Digital LLC and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communication be in writing.

17. Showcasing Development Work

Cloud Digital LLC reserves the right to showcase development work on digital channels unless otherwise agreed upon. The Client may issue an NDA, which would nullify Cloud Digital LLC's right to publicly share or discuss the Client's work.

18. Miscellaneous

These Terms of Use and any policies posted on the website constitute the entire agreement between the Client and Cloud Digital LLC. Failure to enforce any provision of these Terms of Use does not constitute a waiver of such provision.

19. Contact Information

For any questions or complaints regarding the website, please contact Cloud Digital LLC at: info@clouddigital.dev.