Terms & Conditions

Provider: Onemind Services LLC / CloudMyLab

Effective: As posted at cloudmylab.com/terms-of-services

These Terms and Conditions govern access to and use of the CloudMyLab website, platform, hosted lab environments, managed hosting, backup offerings, support, and related services made available by Onemind Services LLC / CloudMyLab to any individual or entity purchasing, accessing, or using the Services.

By accessing or using the Services, or by executing an Order, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, government entity, school, university, or other legal entity, you represent that you have authority to bind that entity, and "Customer" means that entity.

Scope and Order of Precedence

Scope. These Terms apply to all Services offered by Provider, including self-service purchases, online subscriptions, quotes, order forms, statements of work, renewals, and other ordering documents referencing these Terms (each, an "Order").

Order of Precedence. If Customer and Provider enter into a separately signed master agreement, order form, statement of work, enterprise support addendum, government addendum, or other negotiated written agreement, that signed agreement will control over these Terms solely to the extent of any conflict.

Updates to Terms. Provider may update these Terms from time to time by posting a revised version on the CloudMyLab website. The updated Terms will apply to Orders entered into after the effective date of the update. For existing recurring Services, the updated Terms will apply upon the next renewal term unless a signed agreement provides otherwise. The version of these Terms in effect immediately before such renewal will continue to govern the then-current term.

Services

Services. Provider offers hosted lab, simulation, emulation, digital twin, backup, access, observability, automation, infrastructure, managed hosting, and related services, including virtual, physical, and hybrid lab environments; hosted physical equipment; customer-owned or Provider-owned devices; reserved-use physical lab environments; interconnection; rack hosting; cabling; power; remote access; and services involving third-party software, customer-provided licenses, customer-provided content, and third-party images or tooling.

Technical Delivery Model. The Services are not primarily a pooled-consumption public cloud offering. Many customer environments run on dedicated bare metal servers, dedicated clusters, or reserved physical lab environments assigned to that customer. Certain offerings may run on shared infrastructure managed by Provider, but in all cases Customer is limited to the capacity, features, configurations, and technical parameters expressly purchased in the applicable Order. Provider does not provide usage-based billing unless expressly stated in the applicable Order.

Flat-Fee Pricing; Purchased Capacity. Unless expressly stated otherwise in the applicable Order, pricing is a flat fee for the purchased service term and not based on actual resource consumption. Customer may use only the capacity, features, environments, seats, access levels, network entitlements, storage amounts, backup services, retention features, and other technical parameters included in the applicable Order.

Non-Production Environment. Unless expressly stated otherwise in a signed writing executed by Provider, the Services are provided for training, learning, testing, staging, demonstrations, labs, proof-of-concept, development, evaluation, digital twin, and similar non-production purposes. Customer will not use the Services for production operations, mission-critical workloads, life-safety uses, or any environment where failure, delay, corruption, inaccessibility, or variance from the customer's production environment could reasonably be expected to result in material business interruption, personal injury, regulatory exposure, or other significant harm.

Hosted Lab Fidelity Disclaimer. Provider may provide emulated, simulated, virtualized, hosted, physical, or hybrid lab environments. Neither physical nor virtual lab environments are guaranteed to be exact reproductions of any customer production environment. Differences may arise from software versions, licensing state, topology, supporting infrastructure, interoperability limits, timing, cabling, optics, vendor dependencies, hardware availability, and other environmental variables. Unless expressly agreed by Provider in a separately signed writing, Provider does not warrant that any Service is an exact substitute for physical hardware, a production-grade platform, or a complete representation of any vendor's native environment or of Customer's production environment.

Operational Changes. Provider may perform maintenance, patching, upgrades, reboots, migrations, failovers, infrastructure replacement, image library updates, backend changes, emergency remediation, security changes, capacity rebalancing, and similar operational actions at any time. Such actions may affect performance, access, connectivity, compatibility, or availability. Provider will use commercially reasonable efforts to schedule non-emergency maintenance in a manner intended to reduce unnecessary disruption, but Provider is not liable for maintenance-related downtime, reconfiguration, or interruption.

Changes to Services. Provider may modify, enhance, replace, suspend, or discontinue any feature, functionality, vendor integration, image library, software component, physical lab component, reserved lab environment, or part of the Services at any time, provided that Provider will use commercially reasonable efforts to avoid materially degrading any paid Service during the then-current paid term, except where changes are required by law, licensing restrictions, security concerns, vendor action, infrastructure constraints, misuse, maintenance requirements, or force majeure.

Trials, Pilots, Demos, and Beta Services. Trial, pilot, demo, evaluation, preview, beta, and no-charge Services may be limited in functionality, support, capacity, retention, or duration and are provided on an "as is" and "as available" basis. Provider may modify, suspend, discontinue, or delete such Services or related data at any time without retention, export, refund, service credit, or SLA obligations unless expressly stated in a separately signed writing.

Orders, Term, and Auto-Renewal

Orders. Services may be purchased through the website, checkout flow, quote, invoice, proposal, sales process, or signed Order. Each Order will identify the purchased Services, fees, and initial service term.

Term. Each Service begins on the start date stated in the applicable Order and continues for the stated term. Terms may range from weekly to multi-year commitments.

Auto-Renewal. Unless otherwise stated in the applicable Order or separately signed agreement, each recurring Service will automatically renew for successive renewal terms equal to the expiring term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. For weekly Services, notice of non-renewal must be given at least seven (7) days before renewal.

Committed Terms. All committed term purchases are non-cancelable during the applicable term except as expressly stated in these Terms or a signed agreement.

Fees, Payment, Taxes, and Refunds

Fees. Customer will pay all fees, charges, taxes, and other amounts set forth in the applicable Order. Unless expressly stated otherwise by Provider in writing, all fees are stated and payable in U.S. dollars.

Payment Terms. Fees are due as stated in the applicable Order, invoice, or checkout flow. If no payment term is stated, fees are due upon invoice receipt. Self-service purchases may be charged automatically to the payment method on file.

Nonpayment. If Customer fails to pay any amount when due, Provider may charge late fees at the lesser of 1.5% per month or the maximum lawful rate, suspend access, disable functionality, withhold support, revoke credentials, terminate the affected Services, or require prepayment.

Taxes. Fees do not include taxes, duties, levies, tariffs, VAT, GST, withholding, or similar governmental assessments. Customer is responsible for all such amounts, excluding taxes based on Provider's net income.

No Refunds. All fees are non-cancelable and non-refundable, and no credits will be given for partial periods, unused capacity, early termination, downtime, feature changes, or reductions in usage, except as expressly stated in a signed writing executed by Provider.

Customer Accounts and Authorized Users

Accounts. Customer is responsible for all activity occurring under its accounts, credentials, API keys, access tokens, administrator accounts, and other access methods, whether authorized by Customer or not.

Authorized Users. Customer may permit its employees, contractors, instructors, students, learners, agents, affiliates, and other authorized end users ('Authorized Users') to access the Services solely for Customer's internal business or educational purposes, provided that Customer remains fully responsible for their acts and omissions.

Credential Security. Customer will maintain the confidentiality of its credentials and will promptly notify Provider of any suspected unauthorized access, misuse, or compromise.

Provider-Managed Platform vs. Customer-Managed Guest Environment. Unless expressly stated otherwise in an Order, statement of work, or separately signed managed services agreement, Provider is responsible only for the hosted platform elements expressly included in the purchased Services and is not responsible for guest operating system administration, in-lab routing or switching logic, firewall policies, application administration, node-level configuration, customer credentials inside guest systems, customer topology correctness, imported images, customer licenses, vendor licensing compliance, or the recoverability of Customer's configurations, states, or artifacts within the lab environment. Any reference to managed hosting, hosting, or support does not imply full managed operation of Customer's guest environment unless expressly stated in a separately signed writing.

Acceptable Use and Restrictions

General Restrictions. Customer will not, and will not permit any third party to, use the Services, any customer environment, any lab, or any Provider-controlled network resource to:

violate any law, regulation, court order, sanctions program, export control restriction, or third-party right;
host, distribute, import, run, or use any software, image, content, license artifact, or other material without the necessary rights, licenses, consents, and permissions;
conduct unauthorized scanning of third parties, brute-force activity, credential attacks, denial-of-service activity, reflection or amplification attacks, malware hosting or distribution, phishing, spoofing, spam, command-and-control activity, unauthorized vulnerability testing, or other abusive, fraudulent, deceptive, or harmful conduct;
impair, degrade, blacklist, or damage the integrity, performance, security, reputation, routability, or availability of the Services, Provider's systems, Provider-controlled IP space, domains, DNS, upstream providers, vendors, infrastructure, or hosting relationships;
exceed the capacity, features, environments, seats, storage, network entitlements, or other technical parameters purchased under the applicable Order;
use the Services for production operations, regulated workloads, or high-risk activities unless expressly approved by Provider in a signed agreement; or
reverse engineer, decompile, disassemble, copy, modify, create derivative works from, or remove proprietary notices from the Services except to the limited extent such restriction is prohibited by applicable law.

Network Resources. Any IP addresses, NAT addresses, VLANs, VRFs, tunnels, DNS entries, routing, connectivity, prefixes, transit, filtering policies, and other network resources made available in connection with the Services ('Network Resources') remain under Provider's control at all times unless expressly agreed otherwise in a separately signed writing. Customer receives only a limited, temporary, non-transferable right to use the applicable Network Resources during the service term and solely in connection with the Services. Customer acquires no ownership, portability, permanent assignment, continuing right, or other independent entitlement in any Network Resource.

Provider Network Rights. Provider may reassign, renumber, revoke, withdraw, block, filter, null-route, suspend, reroute, rate-limit, modify, or otherwise change any Network Resource or related connectivity at any time, with or without notice, for operational, legal, abuse-prevention, sanctions, export-control, security, upstream-provider, infrastructure, reputational, maintenance, or termination-related reasons.

Reasonable Belief Standard. Provider may act under this Section based on its reasonable belief that conduct presents abuse, legal, licensing, security, operational, reputational, vendor, or upstream complaint risk. Provider is not required to establish criminal liability, adjudicated wrongdoing, or final proof before taking protective action.

Monitoring and Enforcement. Provider may monitor use of the Services for operational, billing, legal, security, compliance, abuse-prevention, reputational, and support purposes and may investigate suspected misuse. Provider may remove, disable, quarantine, block, isolate, restrict, or suspend any content, image, software, workload, account, user, lab, connection, route, DNS entry, IP address, traffic flow, or activity that Provider reasonably believes creates legal, licensing, security, sanctions, export, operational, abuse, reputational, or third-party risk.

Customer Data, Customer Materials, and Backups

Customer Responsibility. Customer is solely responsible for all data, content, software, images, configurations, credentials, artifacts, logs, snapshots, templates, licenses, and other materials uploaded to, stored in, imported into, transmitted through, created within, or used with the Services by or on behalf of Customer ('Customer Materials'). Customer is solely responsible for verifying the legality, licensing, compatibility, integrity, retention, exportability, and recoverability of Customer Materials.

Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Materials.

Provider License. Customer grants Provider and its subcontractors a non-exclusive, worldwide, limited right to host, reproduce, process, store, transmit, scan, back up, convert, test, snapshot, migrate, and otherwise use Customer Materials solely as necessary to provide, secure, support, maintain, improve, and enforce the Services and these Terms.

Persistence, Retention, and Lifecycle. Persistence, retention, snapshots, inactivity handling, exportability, and deletion are service-specific and may vary by offering. Unless expressly included in a paid backup, retention, export, or related Service, Provider has no obligation to preserve, retain, export, or restore any Customer Materials, snapshots, images, logs, configurations, topology states, artifacts, or related data following expiration, termination, suspension, inactivity, or service modification.

Backups. Unless expressly included in a paid Service or separate Order, Provider has no obligation to back up or restore Customer Materials. If Customer purchases backup services, Provider will use commercially reasonable efforts to perform the applicable backup and restore services, but Provider does not guarantee the existence, completeness, integrity, exportability, recoverability, or successful restoration of any backup.

Limited Exportability. Certain data, logs, artifacts, metadata, snapshots, images, configurations, and platform states may be non-exportable, exportable only in limited formats, retrievable only for a limited period, or not retrievable at all. Any export, extraction, migration, or retrieval assistance provided by Provider is optional and may be separately billable unless otherwise expressly stated in writing.

Deletion. Following expiration or termination of the applicable Services, Provider may delete Customer Materials and associated data at any time in accordance with Provider's standard practices, unless otherwise agreed in writing.

Third-Party Software, Licenses, and Content

Third-Party Components. The Services may include, interoperate with, depend on, host, or provide access to third-party software, third-party images, emulators, simulators, operating systems, tools, cloud components, customer-provided licenses, and other third-party products or services ('Third-Party Products').

Aggregator and Hosting Role. Provider acts as a hosting, aggregation, access, and infrastructure provider for Third-Party Products and customer-supplied materials and is not the owner, publisher, author, original licensor, or guarantor of such items unless expressly stated in a signed writing.

No Ownership Transfer. Provider does not sell, assign, or transfer ownership of any Third-Party Product unless expressly stated in a signed writing.

Customer Responsibility For Rights. Customer is solely responsible for obtaining and maintaining all rights, licenses, subscriptions, approvals, and permissions required for Customer Materials, Third-Party Products specified by Customer, customer-provided licenses, imported images, imported content, and any workloads requested by Customer.

Provider Control Over Imported Materials. Provider may refuse, remove, quarantine, disable, decline to host, or require replacement of any unsupported, corrupted, unauthorized, high-risk, illegally obtained, excessively burdensome, noncompliant, insecure, unstable, or technically incompatible image, software package, license artifact, content item, or imported material.

No Import Or Compatibility Warranty. Provider does not warrant or guarantee successful import, upload, conversion, boot, execution, compatibility, interoperability, continued support, licensing acceptance, feature availability, or continued operability of any customer-supplied image, customer-provided license, Third-Party Product, or imported material.

Third-Party Terms. Third-Party Products may be subject to separate license terms, usage rights, restrictions, support terms, changes, suspensions, or discontinuation by the applicable third party. Customer will comply with all such terms.

Third-Party Disclaimer. Provider is not responsible for third-party vendor acts or omissions, licensing changes, compatibility issues, performance limitations, outages, support failures, security defects, image corruption, import failures, conversion failures, changes in vendor roadmaps, or unavailability of any Third-Party Product.

Support

Support Model. Because the Services are generally provided in a non-production environment, Provider will provide commercially reasonable best-efforts remote technical support and troubleshooting for the Services.

No SLA; No Service Credits. Unless Customer purchases a separate enterprise support package, premier support offering, or signed support addendum executed by Provider, the Services are not provided pursuant to any service level agreement, uptime commitment, reimbursement obligation, penalty regime, or service credit program.

Response Targets. Provider may use internal target response times of approximately fifteen (15) minutes for critical issues and approximately thirty (30) minutes for all other tickets. These targets are operational goals only, not guarantees, and failure to meet any target will not constitute breach, create a refund right, or give rise to any credit, reimbursement, or liability.

Resolution Targets. Issue resolution may vary depending on severity, complexity, vendor involvement, licensing constraints, infrastructure limitations, customer responsiveness, and other factors. Provider may use internal target resolution windows ranging from approximately four (4) hours to five (5) days depending on issue severity. These targets are operational goals only and are not binding commitments.

Premier Support. If Customer requires a formal SLA, support reimbursement rights, service credits, or enhanced support commitments, Customer must request a separate premier support or enterprise support arrangement from Provider's sales team, and such commitments will apply only if expressly stated in a signed writing executed by Provider.

Intellectual Property

Provider IP. Provider and its licensors retain all right, title, and interest in and to the Services, the website, the platform, software, code, scripts, automation, documentation, configurations, methodologies, templates, branding, trademarks, know-how, aggregated usage data, derivative works, and all related intellectual property rights.

Limited License To Customer. Subject to Customer's compliance with these Terms and payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Services solely for Customer's internal business or educational purposes.

Feedback. If Customer provides feedback, suggestions, ideas, recommendations, or enhancement requests, Provider may use them without restriction or obligation.

Compliance, Export Controls, and Restricted Data

Compliance. Customer will comply with all laws and regulations applicable to its use of the Services, including export control laws, sanctions laws, data privacy laws, intellectual property laws, and laws governing regulated content.

Restricted Data. Unless expressly approved by Provider in a separately signed written agreement, Customer will not use the Services to store, process, transmit, export, or make available any classified data, export-controlled data, ITAR-controlled data, controlled unclassified information, cardholder data, protected health information, criminal justice information, biometric data, highly sensitive personal data, or other regulated or restricted information.

Export and Sanctions. Customer represents that it is not located in, organized under the laws of, ordinarily resident in, or owned or controlled by any person in any embargoed or sanctioned jurisdiction, and is not on any denied party or restricted party list. Customer will not use the Services in violation of export control or sanctions laws.

Suspension and Termination

Emergency Suspension and Protective Action. Provider may suspend, isolate, restrict, or disable access to any or all Services immediately, with or without notice, if Provider reasonably believes that Customer has failed to pay amounts due, breached these Terms, violated licensing restrictions, created security or operational risk, engaged in misuse, triggered export or sanctions concerns, generated an abuse complaint, impaired Provider-controlled network resources, or exposed Provider, its vendors, upstream providers, or third parties to liability, blacklisting, service degradation, or reputational harm.

Protective Measures. Without limiting Section 12.a, Provider may disable internet egress, block destinations, filter traffic, null-route IP addresses, revoke credentials, disable accounts, isolate a lab, preserve logs or evidence, remove images or content, restrict imports, suspend routing or DNS, cooperate with vendors or upstream providers, or take any other action Provider reasonably believes is necessary to protect the platform, other customers, Provider-controlled network resources, vendors, upstream providers, regulators, law enforcement, or third parties.

Notice and Cure Where Practicable. For material breaches that do not reasonably require immediate action under Section 12.a, Provider will use commercially reasonable efforts to provide notice and a limited opportunity to cure before suspension or termination, where practicable under the circumstances.

Termination For Cause. Provider may terminate these Terms or any affected Services immediately upon written notice if Customer materially breaches these Terms and fails to cure the breach within five (5) days after notice, or immediately if the breach is not curable.

Termination For Insolvency. Provider may terminate the Services immediately if Customer becomes insolvent, ceases operations, makes an assignment for the benefit of creditors, enters bankruptcy or similar proceedings, or is unable to pay debts as they become due.

Effect of Termination. Upon suspension, expiration, or termination, Customer's access rights cease, Provider may disable access, withdraw Network Resources, revoke connectivity, and delete data, and Customer remains responsible for all fees, committed charges, accrued amounts, deprovisioning charges, and other amounts due for the remainder of any committed term.

Warranties and Disclaimer

Corporate Authority. Each party represents that it is duly organized, validly existing, and has authority to enter into these Terms.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR IN A SIGNED WRITING EXECUTED BY PROVIDER, THE SERVICES, THIRD-PARTY PRODUCTS, WEBSITE, PLATFORM, SUPPORT, BACKUPS, NETWORK RESOURCES, CONNECTIVITY, HOSTED LABS, DIGITAL TWIN ENVIRONMENTS, IMPORT SERVICES, AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS. PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RESULTS, AVAILABILITY, COMPATIBILITY, SECURITY, FIDELITY TO PHYSICAL HARDWARE, OR ERROR-FREE OPERATION.

No Reliance On Production Outcomes. Provider does not warrant that the Services will meet Customer's requirements, achieve any learning objective, pass any certification, preserve data, support any specific image or configuration, faithfully reproduce physical hardware, support ASIC-dependent behavior, support exact dataplane performance, support exact throughput or latency outcomes, be uninterrupted, or operate without delay, defect, incompatibility, or vendor variance.

Indemnification

Customer Indemnity. Customer will indemnify, defend, and hold harmless Provider, its affiliates, licensors, subcontractors, vendors, and their respective officers, directors, employees, and agents from and against any third-party claims, actions, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Customer Materials;
Customer's or its Authorized Users' use of the Services;
Customer's breach of these Terms;
Customer's violation of law, export controls, sanctions laws, or third-party rights; or
any allegation that Customer Materials, customer-provided licenses, imported images, or requested configurations infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other right of any third party.

Provider IP Indemnity. Provider will defend Customer against any third-party claim alleging that the core Provider-owned Services, as provided by Provider and used by Customer in accordance with these Terms, directly infringe a United States patent, copyright, or trademark, and Provider will pay damages finally awarded against Customer by a court of competent jurisdiction or agreed in settlement by Provider, provided that Customer promptly notifies Provider in writing, gives Provider sole control of the defense and settlement, and reasonably cooperates.

Exclusions. Provider will have no obligation under Section 14.b to the extent any claim arises from:

Customer Materials;
Third-Party Products;
customer-provided licenses;
modifications not made by Provider;
combinations with products, services, software, data, or processes not provided or approved by Provider;
use outside the scope of these Terms; or
continued use after Provider has offered a non-infringing alternative, replacement, modification, or termination remedy.

Remedies. If the Services become, or in Provider's opinion are likely to become, the subject of an infringement claim, Provider may, at its option and expense, (1) procure the right for Customer to continue using the affected Services, (2) modify or replace the affected Services with functionally comparable non-infringing services, or (3) terminate the affected Services. This Section 14 states Customer's exclusive remedy and Provider's sole liability for intellectual property claims.

Limitation of Liability

Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROVIDER OR ITS AFFILIATES, LICENSORS, SUBCONTRACTORS, OR VENDORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, GOODWILL, DATA, CONTENT, BACKUPS, USE, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AFFECTED SERVICES OR THESE TERMS WILL NOT EXCEED THE LESSER OF: (1) THE FEES ACTUALLY PAID BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (2) THE FEES ACTUALLY PAID BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE APPLICABLE SERVICE TERM, IF SHORTER.

Scope. The exclusions and limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise, and apply even if any remedy fails of its essential purpose.

Essential Basis. Customer acknowledges that the fees charged for the Services reflect the allocation of risk in these Terms and that Provider would not enter into these Terms without these limitations.

Public Sector, Education, and Regulated Customers

Special Terms Required. If Customer is a government entity, public institution, regulated financial institution, university, school district, or other entity requiring special legal, procurement, accessibility, privacy, security, audit, public records, or statutory terms, such obligations will apply only if expressly set forth in a separately signed written agreement executed by Provider.

Rejected Terms. Any terms submitted by Customer through a purchase order, procurement portal, vendor onboarding platform, invoice processing system, click-through, email, or other process will be void and of no effect unless expressly accepted in a signed writing by Provider.

Confidentiality

Confidential Information. 'Confidential Information' means non-public business, technical, security, financial, pricing, product, or operational information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

Use and Protection. The receiving party will use the disclosing party's Confidential Information only as necessary to perform under these Terms and will protect it using reasonable care, but not less than the care it uses for its own similar information.

Exclusions. Confidential Information does not include information that the receiving party can demonstrate: (1) is or becomes public without breach, (2) was already known without restriction, (3) is lawfully received from a third party without breach, or (4) is independently developed without use of the disclosing party's Confidential Information.

Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law, regulation, subpoena, court order, or governmental request, provided it gives notice where legally permitted.

Privacy

Privacy Policy. Provider's collection and use of personal information is governed by the Provider privacy policy posted on the website, as updated from time to time.

No DPA By Default. Any data processing addendum, security addendum, or privacy-specific obligations requested by Customer will apply only if separately agreed in a signed writing executed by Provider.

Governing Law and Venue

Governing Law. These Terms and any dispute arising out of or relating to the Services will be governed by the laws of the State of California, without regard to conflict of law principles.

Venue. Any claim or action arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in California, and each party irrevocably consents to the personal jurisdiction and venue of those courts.

Injunctive Relief. Nothing in these Terms limits Provider's right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, systems, security, Confidential Information, or other rights.

Miscellaneous

Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

Assignment. Customer may not assign, transfer, delegate, or sublicense these Terms or any Order without Provider's prior written consent. Provider may assign, transfer, delegate, novate, subcontract, or otherwise dispose of these Terms, in whole or in part, without Customer's consent in connection with a corporate reorganization, sale, merger, financing, subcontracting arrangement, or transfer of all or substantially all of the applicable business or assets.

Force Majeure. Provider will not be liable for any delay, interruption, or failure resulting from causes beyond its reasonable control, including internet outages, cloud or vendor failures, labor shortages, power events, natural disasters, war, terrorism, governmental action, pandemics, cyber events, or supply chain disruption.

Notices. Provider may give notices by posting on the website, through the Services, by email, or by other reasonable means. Notices to Provider must be sent to the contact information specified on the website or in the applicable Order.

Severability; Waiver. If any provision is held unenforceable, the remaining provisions will remain in effect. A waiver of any breach is not a waiver of any other breach.

Entire Agreement. These Terms, together with the applicable Order and any separately signed agreement executed by Provider, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous statements, proposals, understandings, and communications relating to the subject matter.

Electronic Acceptance. Provider may rely on electronic acceptance, click-through assent, electronic signatures, or online checkout as evidence of Customer's agreement to these Terms.

Survival. Sections that by their nature should survive expiration or termination will survive, including Sections 4, 6, 7, 8, 10, 11, 12.f, 13, 14, 15, 16, 17, 18, 19, and 20, together with any other provisions relating to payment obligations, restrictions, Customer Materials, Third-Party Products, disclaimers, indemnification, limitation of liability, confidentiality, privacy, governing law, dispute resolution, and enforcement.