Cloud Service Agreement
Last Updated: January 30th, 2025
By placing an order (via an Order Form or online subscription) or by using Veleiro’s services, you (“Customer”) acknowledge and agree to be bound by this Cloud Service Agreement.
0. Overview and Key Definitions
1. Service
1.1 Access and Use
1. License Grant. During the Subscription Period and subject to the terms of this Agreement, Customer may:
1.2 Support
Veleiro will provide Technical Support during the Subscription Period as stated in the applicable Order Form or in Veleiro’s Support Policy.
1.3 User Accounts
• Customer is responsible for all actions taken under its User accounts and for each User’s compliance with this Agreement.
• Customer and Users must protect the confidentiality of their account passwords and login credentials.
• Customer must promptly notify Veleiro if it suspects any fraudulent activity, unauthorized access, or compromise of its accounts or login credentials.
1.4 Feedback and Usage Data
• Feedback. Customer may, but is not required to, provide suggestions or feedback (“Feedback”) regarding the Product. Customer provides all Feedback “AS IS,” and Veleiro may use Feedback freely without restriction or obligation to Customer.
• Usage Data. Veleiro may collect and analyze data about the performance, usage, and operation of the Product (“Usage Data”) to maintain, improve, and promote its offerings. Veleiro will only disclose Usage Data in aggregated form that does not identify Customer or Users.
1.5 Customer Content
• Definition. “Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product, excluding Feedback.
• Rights and Responsibilities. Veleiro may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product. Customer is responsible for the accuracy and content of all Customer Content and warrants that it has (and will maintain) all rights necessary to submit the Customer Content.
1.6 Machine Learning and AI Outputs
1. Use for Model Improvement. Customer authorizes Veleiro to process Customer Content and Usage Data to develop, train, or enhance Veleiro’s AI or machine learning models.
2. De-Identification and Aggregation. (a) Usage Data and Customer Content must be aggregated or de-identified before use for training or improvement, and (b) Veleiro will use commercially reasonable, industry-standard measures to de-identify any Personal Data prior to such use.
3. Accuracy and Informational Purposes Only. AI-generated outputs (“AI Outputs”) may be inaccurate, incomplete, or biased. Such AI Outputs are provided for informational purposes only and are not a substitute for independent professional judgment or verification. Customer is solely responsible for verifying the accuracy, completeness, or usefulness of any AI Outputs.
4. No Diminishment of Data Protection Obligations. Nothing in this section limits Veleiro’s obligations regarding Personal Data under Applicable Data Protection Laws.
2. Restrictions & Customer Obligations
2.1 Prohibited Actions
Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to):
1. Reverse engineer, decompile, or attempt to discover any source code or underlying algorithms of the Product (except where prohibited by law).
2. Sell, resell, rent, lend, or otherwise provide unauthorized access to the Product.
3. Remove or modify any proprietary notices or labels in the Product.
4. Copy, modify, or create derivative works of the Product.
5. Conduct security or vulnerability tests on the Product without prior written authorization, interfere with its operation, cause performance degradation, or circumvent access restrictions.
6. Access any accounts or data within the Product to which Customer does not have explicit authorization.
7. Use the Product to develop a competing service or product.
8. Use the Product in connection with High Risk Activities or in violation of Applicable Laws.
9. Use the Product to gain unauthorized access to a third party’s network or equipment.
10. Upload or submit any Customer Content for which Customer or Users lack the proper rights.
• Documentation and Use Limitations. Customer must follow all Documentation and any usage limits or quotas set forth in the Order Form or published by Veleiro.
2.2 Suspension
• Right to Suspend. Veleiro may temporarily suspend access to the Product if:
1. Customer has an undisputed, outstanding balance for more than 30 days;
2. Customer or its Users breach Section 2.1 (Prohibited Actions); or
3. Customer or its Users use the Product in a manner that violates this Agreement or materially and negatively impacts the Product or others.
• Notice and Reinstatement. Veleiro will attempt to inform Customer before suspension when practical. Veleiro will restore access once Customer resolves the underlying issue.
3. Privacy & Security
3.1 Personal Data and Data Protection
1. Short-Form DPA Obligations. In processing Personal Data on behalf of Customer, Veleiro will:
• Process the Personal Data only as permitted by this Agreement, or as otherwise instructed by Customer.
• Maintain commercially reasonable security measures to protect Personal Data from unauthorized access or disclosure.
• Promptly notify Customer upon becoming aware of any unauthorized access or disclosure (a “Security Breach”) involving Customer’s Personal Data.
• Ensure that any authorized sub-processors are bound by data protection obligations no less protective than these.
2. Roles. As between the parties, Customer remains the controller of Personal Data, and Veleiro is the processor to the extent it processes Personal Data in the Cloud Service, as defined under Applicable Data Protection Laws.
3.2 Prohibited Data
• Customer will not upload or submit Prohibited Data (e.g., protected health information, social security numbers, or other highly sensitive personal identifiers) to the Product unless expressly authorized by the Order Form. Veleiro disclaims liability for any prohibited data uploaded contrary to this Agreement.
4. Payment & Taxes
4.1 Fees
• Unless otherwise stated, all Fees are in U.S. Dollars and exclude taxes. Except where explicitly stated in this Agreement, Fees are non-refundable.
4.2 Payment Process
• Invoicing. If an Order Form specifies invoicing, Veleiro will invoice usage-based Fees in arrears and all other Fees in advance, consistent with the Payment Process.
• Automatic Payment. If an Order Form or online sign-up specifies automatic payment, Customer authorizes Veleiro to charge the payment method on file according to the Payment Process, and Veleiro will make transaction details or bills available electronically.
4.3 Taxes
• Customer is responsible for all applicable taxes (e.g., VAT, GST, sales, use) itemized by Veleiro. Customer is not responsible for Veleiro’s income taxes.
4.4 Late Fees and Service Interruption
• If Customer fails to pay undisputed Fees by the due date, Veleiro may suspend or discontinue the Cloud Service unless the parties agree in writing to an alternative payment structure.
4.5 Payment Dispute
• If Customer disputes any Fee in good faith, Customer must notify Veleiro before the due date (or within 30 days of the charge if automatic). The parties will work to resolve the dispute within 15 days. Undisputed amounts remain payable on time.
5. Term & Termination
5.1 Order Form and Agreement
• Each Order Form incorporates this Cloud Service Agreement. The Agreement’s term begins on the Order Date and continues through the Subscription Period, renewing automatically unless either party provides notice of non-renewal prior to the Non-Renewal Notice Date stated in the Order Form.
5.2 Framework Terms
• These Cloud Service Agreement terms will continue for at least one year or until all Order Forms have expired or been terminated (whichever is later).
5.3 Termination
1. For Material Breach. Either party may terminate if the other fails to cure a material breach within 30 days of receiving written notice.
2. Insolvency. Either party may terminate immediately if the other party enters bankruptcy, dissolution, or insolvency proceedings not dismissed within 60 days.
3. Force Majeure. If a Force Majeure Event prevents the Product from materially operating for 30+ consecutive days, either party may terminate the affected Order Form and Veleiro will refund prepaid Fees prorated for the remaining Subscription Period.
5.4 Effect of Termination
• Upon any termination or expiration:
1. Customer’s right to use the Product ceases immediately.
2. Veleiro will, upon Customer request, delete Customer Content within 60 days of termination.
3. Each Recipient must return or destroy Confidential Information of the Discloser (subject to standard backup/retention policies).
4. Veleiro may issue a final invoice for any outstanding Fees.
• Sections on confidentiality, payment of accrued Fees, disclaimers, limitations of liability, and indemnities survive termination.
6. Representations & Warranties
6.1 Mutual
Each party represents and warrants that:
1. It has the legal power and authority to enter into this Agreement and is duly organized under Applicable Laws.
2. It will comply with all Applicable Laws in performing its obligations.
3. It will comply with any Additional Warranties in the Order Form.
6.2 From Customer
• Customer warrants that it and its Users have all necessary rights to submit the Customer Content, and that such Customer Content does not infringe or misappropriate any third-party rights.
6.3 From Veleiro
• Veleiro warrants it will not materially degrade the general functionality of the Cloud Service during the applicable Subscription Period.
6.4 Warranty Remedy
• If Veleiro breaches Section 6.3, Customer must notify Veleiro within 45 days of discovery. Veleiro will attempt to restore the functionality within 45 days. If Veleiro cannot resolve the issue, Customer may terminate the affected Order Form and receive a prorated refund of prepaid Fees for the remainder of that Subscription Period.
7. Disclaimer of Warranties
• No Guarantee of Perfection. Veleiro does not guarantee that the Product will be uninterrupted, secure, or error-free, nor that it will produce correct or complete results at all times.
• AI Outputs. AI Outputs are automatically generated and may contain errors, omissions, or biases. They are for informational purposes only, and Customer is solely responsible for any decisions based on or derived from such outputs.
• General Disclaimer. Except for the express warranties in Section 6, the Product is provided “AS IS,” and each party disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
8. Limitation of Liability
8.1 Liability Caps
• General Cap. Except as provided in Section 8.4, each party’s total cumulative liability for all claims under this Agreement will not exceed the total Fees paid or payable by Customer in the six (6) months prior to the event giving rise to liability (“General Cap Amount”).
• Increased Claims Cap. If there are “Increased Claims” stated in an Order Form or Key Terms, the liability cap for such claims is the “Increased Cap Amount” in that Order Form.
8.2 Damages Waiver
• Except as provided in Section 8.4, under no circumstances will either party be liable for lost profits or revenues (whether direct or indirect) or for consequential, special, indirect, punitive, or incidental damages relating to this Agreement, even if informed of such possibility.
8.3 Applicability
• The limitations and waivers in Sections 8.1 and 8.2 apply to all forms of liability (contract, tort, or otherwise), except as provided in Section 8.4.
8.4 Exceptions
• The liability cap in Section 8.1 does not apply to claims that cannot be limited by law, or to any “Unlimited Claims” explicitly stated in an Order Form.
• The damages waiver in Section 8.2 does not apply to breaches of confidentiality (Section 10) or to Increased Claims, if any.
9. Indemnification
9.1 Indemnification by Veleiro
• Veleiro will indemnify, defend, and hold harmless Customer against any third-party claims alleging that the unmodified Product infringes or misappropriates that third party’s intellectual property rights (“Provider Covered Claims”), provided Customer promptly notifies Veleiro and cooperates in the defense.
9.2 Indemnification by Customer
• Customer will indemnify, defend, and hold harmless Veleiro against any third-party claims arising from (a) Customer’s violation of this Agreement, or (b) infringement or misappropriation by Customer Content of a third party’s rights (“Customer Covered Claims”).
9.3 Procedure
• The indemnified party must provide prompt written notice, reasonable assistance, and give the indemnifying party sole control of the defense. The indemnifying party may not settle a claim in a manner that admits fault or liability of the indemnified party without that party’s written consent.
9.4 Remedies
• If Veleiro reasonably believes a Provider Covered Claim might bar Customer’s use of the Product, Veleiro may (a) obtain the right for Customer to continue using it, (b) replace or modify it so it is no longer infringing, or (c) terminate the affected Order Form and refund prepaid Fees on a prorated basis.
10. Confidentiality
10.1 Non-Disclosure Obligations
Recipient must not use Discloser’s Confidential Information except as needed to perform obligations or exercise rights under this Agreement, and must protect it with at least reasonable care.
10.2 Exclusions
Confidential Information does not include information that (a) was lawfully known prior to disclosure, (b) is or becomes publicly available without Recipient’s breach, (c) is disclosed by a third party with no confidentiality obligation, or (d) Recipient independently develops without reference to Discloser’s information.
10.3 Required Disclosures
If required by law, Recipient may disclose Confidential Information but must give prompt notice (if allowed) so Discloser can seek protective treatment.
10.4 Permitted Disclosures
Recipient may disclose Confidential Information to those with a need to know (e.g., employees, contractors) who are bound by obligations at least as protective as these. Recipient remains responsible for compliance.
11. Reservation of Rights
• Except for the limited license in Section 1.1, Veleiro retains all right, title, and interest in and to the Product.
• Except for the limited rights in Sections 1.5 and 1.6, Customer retains all right, title, and interest in and to the Customer Content.
12. General Terms
12.1 Entire Agreement
This Agreement (including Order Forms, Key Terms, and referenced policies) is the entire agreement regarding the Product and supersedes all prior or contemporaneous discussions or agreements.
12.2 Modifications and Waiver
Any modification or waiver must be in writing and signed or electronically accepted by both parties. If any provision is found unenforceable, the remainder stays in effect. Failure to enforce a right is not a waiver of future enforcement.
12.3 Governing Law and Chosen Courts
This Agreement is governed by the laws of Delaware, without regard to conflicts of law. All legal actions shall be brought in the state courts located in Delaware, and each party consents to jurisdiction in those courts.
12.4 Injunctive Relief
A party may seek injunctive relief for breach of confidentiality or infringement of its IP rights in any court of competent jurisdiction, without needing to post a bond.
12.5 Non-Exhaustive Remedies
Except where stated as an exclusive remedy, remedies are cumulative and do not limit other available remedies.
12.6 Assignment
Neither party may assign this Agreement without the other’s prior written consent, except to a successor in a merger or sale of substantially all assets. Any non-permitted assignment is void.
12.7 Beta Features
Beta or experimental features are provided “AS IS,” without warranty under Section 6.3, and may be modified or discontinued at any time.
12.8 Marketing and Logo Rights
Veleiro will not use Customer’s name, logo, or other trademarks in marketing materials, case studies, or lists of customers without Customer’s prior written consent. Any broader or more detailed public reference to Customer likewise requires prior written consent.
12.9 Notices
Notices must be in writing and delivered to the Notice Address in the Order Form (or otherwise designated in writing). Notices are deemed given upon confirmed delivery if by email or mail, or two business days after sending via a recognized courier.
12.10 Independent Contractors
The parties are independent contractors. Neither is an agent, partner, or joint venturer of the other, nor may either bind the other to any obligation.
12.11 No Third-Party Beneficiaries
No third party has any rights under this Agreement.
12.12 Force Majeure
Neither party is liable for delays or failure caused by events beyond its reasonable control (a “Force Majeure Event”). However, Customer must still pay any accrued Fees.
12.13 Export Controls
Customer will not export or re-export the Product in violation of U.S. or other applicable export laws, and represents it is not on any restricted-party list.
12.14 Government Rights
The Product is commercial computer software under FAR/DFAR guidelines, and any use by the U.S. Government is subject to these commercial license terms.
12.15 Anti-Bribery
Each party will comply with all applicable anti-bribery or anti-corruption laws (e.g., FCPA, UK Bribery Act).
12.16 Titles and Interpretation
Section headings are for convenience only. “Including” is illustrative, not limiting.
12.17 Online Acceptance
By placing an Order Form or using the Cloud Service, Customer acknowledges and agrees to the terms of this Cloud Service Agreement.
13. Definitions
Definitions for capitalized terms (e.g., “Personal Data,” “Prohibited Data,” “Usage Data,” “High Risk Activities,” etc.) are as stated in this Agreement or in the relevant Order Form. If the Order Form does not define a variable, it defaults to “none” or “not applicable.”
Note: This online Cloud Service Agreement is effective as of the date posted and remains in effect until updated or replaced. Any updates will be posted at [URL where Agreement is hosted]. By continuing to use the Cloud Service after any update, Customer agrees to the revised terms.
End of Cloud Service Agreement
(This Agreement does not require signatures to be binding. Customer’s acceptance occurs upon execution of an Order Form referencing this Agreement or by using Veleiro’s services.)