CloudRaker Terms of Service
Version 2026.1 — effective 3 August 2026
These Terms of Service (the “Agreement”) govern access to and use of the CloudRaker platform and services, and form a binding agreement between CloudRaker Inc., a corporation incorporated under the laws of Québec with offices at 1300 Sherbrooke St. W, 6th Floor, Montréal, Québec, H3G 1H9, Canada (“CloudRaker”), and the entity identified as the customer in an Order (“Customer”).
Related documents. The following are incorporated into this Agreement by reference:
| Document | Location | Versioning |
|---|---|---|
| Data Processing Addendum (“DPA”) | cloudraker.com/legal/dpa | Versioned; pinned under Section 1.2 |
| Service Level Agreement (“SLA”) | cloudraker.com/legal/sla | Versioned; pinned under Section 1.2 |
| Security Program | trust.cloudraker.com | Updatable under Section 1.3 |
| Acceptable Use Policy (“AUP”) | cloudraker.com/legal/aup | Updatable under Section 1.3 |
| Documentation | docs.cloudraker.com | Updatable under Section 1.3 |
| Sub-processor list | trust.cloudraker.com/en/subprocessors | Maintained current; updates per the DPA |
1. Acceptance; Versions
1.1. Acceptance. Customer accepts this Agreement, and this Agreement becomes binding on Customer, on the earliest of: (a) execution of an Order that references this Agreement; (b) Customer’s affirmative acceptance through a checkbox, button, or similar mechanism presented by CloudRaker; or (c) access to or use of the Services by Customer or any Authorized User. Customer represents and warrants that it has full power and authority to enter into this Agreement, that the person accepting is authorized to bind Customer, and that this Agreement is enforceable against Customer. Where Customer first accepts under Section 1.1(b) or 1.1(c) and subsequently executes an Order, that Order governs from its Order Date and Section 1.6 ceases to apply.
1.2. Order Date; applicable version. The “Order Date” of an Order is the date on which the last Party to sign it does so or, where an Order is not signed by both Parties, the date CloudRaker accepts it by making the Services available. The versions of this Agreement, the DPA, and the SLA in effect on the Order Date govern that Order for the whole of its then-current term. CloudRaker may publish revised versions from time to time, but a revised version applies to Customer only from the start of the next Renewal Term of that Order, and only where CloudRaker gave notice of it under Section 6.2. Customer’s remedy if it does not wish to continue on a revised version is to give notice of non-renewal under Section 6.2. CloudRaker maintains all prior versions at the version-history location above and will provide any of them on request. Where Customer places an expansion or add-on Order, that Order is co-terminous with, and adopts the pinned versions applicable to, the base Order to which it relates.
1.3. Documents CloudRaker may update during a term. Notwithstanding Section 1.2, CloudRaker may update the AUP, the Documentation, the Security Program, and the sub-processor list during a term, provided that no such update (a) materially reduces the functionality, security, or data-protection commitments applicable to Customer, or (b) materially expands the Restrictions or materially restricts a use of the Services that Customer was making, and that CloudRaker had not objected to, immediately before the update. Updates take effect on the later of publication and the expiry of any notice period required by this Agreement or the DPA. Where an update would breach the proviso in this Section, it applies to Customer only from the start of Customer’s next Renewal Term.
1.4. Entire agreement; order of precedence. This Agreement, together with each Order, the DPA, the SLA, the Security Program, the AUP, the Documentation, and the sub-processor list (collectively, the “Contract Documents”), constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements, proposals, and representations. Neither Party has relied on any representation not contained in the Contract Documents. Any term contained in a Customer purchase order, vendor portal, supplier registration process, Customer click-through, or other Customer document is void and of no effect, notwithstanding any acknowledgement or signature by CloudRaker. In the event of conflict, the following order of precedence applies, in descending order: (a) the applicable Order; (b) the DPA, solely as to the processing of Personal Data; (c) this Agreement; (d) the SLA and the Security Program; and (e) the AUP, the Documentation, and the sub-processor list. Notwithstanding that order, nothing in the DPA, the SLA, the Security Program, the AUP, the Documentation, or the sub-processor list varies Section 9 (Limitation of Liability), and no Order varies Section 9 unless it expressly refers to Section 9 and is signed by both Parties.
1.5. Acknowledgement of external documents; record of acceptance. Customer acknowledges that it has had the opportunity to read this Agreement and each other Contract Document at the locations above before accepting, that each is expressed in terms Customer understands, and that Customer accepts each as an integral part of this Agreement. CloudRaker will provide a copy of any Contract Document, in the version applicable to Customer, on request. CloudRaker’s records of Customer’s acceptance — including the version identifier of each document served, the identity of the accepting person, and the date and time of acceptance — are conclusive evidence of the terms accepted and the date of acceptance, absent manifest error.
1.6. Accounts without an Order. Where Customer accepts under Section 1.1(b) or 1.1(c) and there is no executed Order, this Section 1.6 applies and prevails over any inconsistent provision of this Agreement. (a) References to the Order mean CloudRaker’s then-current published plan terms for the package Customer selects, which set out the Fees, billing cadence, and included entitlements. (b) The Initial Term is one (1) month, or such other period stated in the published plan terms, beginning on acceptance, and renews automatically for successive Renewal Terms of the same duration. (c) Either Party may terminate for convenience effective at the end of the then-current term by notice given at least seven (7) days before that term ends, and Sections 6.2 and 6.3 apply only as modified by this Section 1.6. (d) CloudRaker may change the published plan terms, including Fees, and may publish a revised version of any Contract Document, in each case effective at the start of Customer’s next Renewal Term on not less than thirty (30) days’ notice; Customer’s continued use of the Services after that date is acceptance of the change, and Customer’s remedy if it does not accept is to terminate under Section 1.6(c). (e) Notice to Customer may be given in-product, to the email address on Customer’s account, or by publication, and Section 6.2’s notice periods do not apply. (f) CloudRaker may suspend or terminate any account provided without charge at any time on notice.
2. Definitions
Capitalized terms not defined in this Section have the meaning given elsewhere in this Agreement or in the applicable Order.
2.1. “Access Credentials” means the login identifiers, passwords, API keys, tokens, authentication factors, or other authentication materials issued by CloudRaker to Customer or generated by Customer to access the Platform.
2.2. “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
2.3. “Aggregated Data” means de-identified, aggregated, or anonymized data derived from operation of the Services, including usage, configuration, performance, and telemetry data, that cannot reasonably be used to identify Customer, any Authorized User, any Customer End User, or any individual.
2.4. “Authorized Users” means Customer Personnel and other persons authorized by Customer to access the Platform, designated as “Users” or “Guest Users” as described in the Order. A person with access to multiple Workspaces counts once.
2.5. “Business Day” means a day that is not a Saturday, Sunday, or statutory holiday in Québec; “Business Hours” means 9:00 a.m. to 5:00 p.m. Eastern Time on a Business Day.
2.6. “Claims” means claims, demands, suits, causes of action, or proceedings; “Losses” means losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable legal fees.
2.7. “Customer Content” means any data, media, documents, or other materials Customer or an Authorized User creates, uploads, transmits, or otherwise makes available to CloudRaker, including Input Data.
2.8. “Customer End User” means an individual end user of any application, product, or service operated by or on behalf of Customer that interfaces with the Services (a “Customer Application”).
2.9. “Documentation” means the product documentation and user guides published by CloudRaker for the Services.
2.10. “Fees” means the fees and charges set out in an Order.
2.11. “Foundation Model” means any third-party large language, vision, or similar generative model accessed by or through the Platform, whether made available by CloudRaker as part of the Services or by Customer.
2.12. “Guest User” means a Customer client or end user granted scoped access by Customer to a Playbook or its outputs. Guest Users are a class of Authorized User and are metered separately under the Order.
2.13. “Harmful Code” means any virus, worm, Trojan horse, time bomb, back door, or similar code designed or able to disrupt, disable, or impair any system, network, or device, provide unauthorized access to one, or damage or destroy data.
2.14. “Input Data” means data, media, information, or other content input to the Platform by or on behalf of Customer, including by Authorized Users.
2.15. “Intellectual Property Rights” means all copyrights, patents, trademarks, service marks, trade secrets, and other intellectual property rights in any jurisdiction.
2.16. “Order” means an ordering document executed by the Parties (including any renewal, expansion, or add-on order) under which Customer subscribes to the Services, or, where Section 1.6 applies, CloudRaker’s then-current published plan terms. “Order Date” has the meaning given in Section 1.2.
2.17. “Output Data” means content generated by the Platform, including results of analyzing Input Data, intents proposed by agents, and records produced or written through the integration layer.
2.18. “Party” means each of Customer and CloudRaker.
2.19. “Personal Data” means information relating to an identified or identifiable individual.
2.20. “Personnel” means a Party’s employees, agents, consultants, and contractors.
2.21. “Platform” means the CloudRaker software-as-a-service platform as described in the Order, including all technology and software in it and all updates to it.
2.22. “Playbook” means an operating model defined by Customer, or by CloudRaker on Customer’s behalf as part of the Professional Services, and configured for execution within the Platform.
2.23. “Professional Services” means implementation, configuration, training, and similar services ordered by Customer under an Order.
2.24. “Restricted Data” means (a) payment cardholder data subject to PCI-DSS (the Platform is not a PCI-DSS-certified environment); (b) information controlled under export-control or sanctions regimes, including ITAR, the EAR, and their Canadian equivalents; (c) information classified at Protected B or higher under the Government of Canada classification scheme, or equivalent foreign classification; (d) credentials or secrets used to authenticate to any system other than the Platform, including passwords, API keys, and private cryptographic keys; and (e) any data that applicable law subjects to sector-specific handling, certification, residency, or accreditation requirements beyond general privacy legislation, including health information, biometric identifiers, and the personal information of children — in each case except as expressly authorized in the Order.
2.25. “Seat” means a single unique User entitlement under the Order. Guest Users are not Seats and are metered separately. Each User counts as one Seat regardless of the number of Workspaces accessed.
2.26. “Security Incident” has the meaning given in the DPA or, if the DPA does not define it, means any confirmed unauthorized access to, or unauthorized disclosure, alteration, loss, or destruction of, Customer Content in CloudRaker’s possession or control.
2.27. “Services” means the Platform and the Professional Services.
2.28. “Support Plan” means the support plan purchased by Customer in the Order.
2.29. “Term” means, in respect of an Order, the initial subscription term specified in it (the “Initial Term”) together with any renewal term (each a “Renewal Term”); where used without reference to a particular Order, it means the period from acceptance under Section 1.1 until all Orders have expired or been terminated.
2.30. “Third-Party Content” means content, data, information, or software owned by or licensed from a third party, including datasets and Foundation Models, made available through or in connection with the Services.
2.31. “Workspace” means a sub-account created under Customer’s CloudRaker account; Customer determines which Authorized Users may access each Workspace.
3. The Services
3.1. Provision of the Services. CloudRaker will provide the Services set out in the Order in accordance with the SLA. Support is limited to technical assistance with the proper operation of the Services, as described in Customer’s Support Plan.
3.2. Customer responsibilities. Customer shall: (a) ensure Authorized Users access the Platform using a supported browser, operating system, and device meeting the minimum requirements in the Documentation; (b) maintain internet connectivity of adequate bandwidth; (c) implement and maintain effective security policies and procedures to prevent unauthorized disclosure of Access Credentials and unauthorized access to the Services; (d) obtain all permissions necessary for CloudRaker to provide the Services; and (e) make available Personnel reasonably required to address an issue with the Services. Customer remains liable for all acts and omissions of its Authorized Users and Customer End Users, and for all activity under its Access Credentials, as if they were Customer’s own. CloudRaker is relieved of its obligations to the extent a failure results from Customer’s failure to meet this Section 3.2.
3.3. Access Credentials. Customer shall ensure only Authorized Users access the Platform and that each Authorized User keeps its Access Credentials confidential. Access Credentials may not be used by more than one individual, and may not be shared, transferred, or reassigned except on a permanent change in the individual’s role. Customer shall notify CloudRaker immediately on becoming aware of any unauthorized access, or where an Authorized User is no longer authorized.
3.4. Changes to the Services. CloudRaker may modify, update, or enhance the Services in its discretion, including by adding, changing, or replacing Foundation Models, prompts, infrastructure, and underlying components. CloudRaker will not, during any paid term, materially reduce the core functionality of the Platform for which Customer has paid — meaning the material features described in the Documentation for Customer’s package as at the start of that term — and will use commercially reasonable efforts to give advance notice, by any means permitted under Section 11.6, of any change it reasonably expects to have a material adverse effect on Customer’s use of the Services. CloudRaker may modify, retire, or add packages, modules, or pricing tiers in its discretion; where it retires Customer’s package the change takes effect at the start of Customer’s next Renewal Term, and where the retirement would materially reduce core functionality Customer may elect not to renew the affected Order by notice within thirty (30) days of CloudRaker’s notice, notwithstanding Sections 6.2 and 6.3.
3.5. Maintenance. CloudRaker may perform scheduled maintenance in accordance with the SLA, and emergency maintenance at any time without notice where necessary to protect the security, integrity, or availability of the Platform.
3.6. Professional Services. All Intellectual Property Rights in any deliverable, configuration, Playbook, template, script, connector, method, or other work product created in performing Professional Services (“Deliverables”), and in any pre-existing CloudRaker materials, tools, know-how, or methodologies incorporated in them, remain CloudRaker’s exclusive property. Subject to payment of the Fees and compliance with this Agreement, CloudRaker grants Customer a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables during the Term solely in connection with its permitted use of the Platform for its internal business operations. Nothing here restricts CloudRaker from performing similar services for, or delivering similar Deliverables to, anyone else. Customer Content incorporated in a Deliverable remains Customer’s property.
3.7. Foundation Models. Where Customer uses Foundation Models made available by CloudRaker, inference cost is included in the Fees unless the Order provides otherwise. Customer may make available its own Foundation Models within the Platform subject to CloudRaker’s technical requirements. Any Foundation Model made available by Customer is Third-Party Content for which CloudRaker has no responsibility or liability, all associated inference, licence, and other provider costs are Customer’s sole responsibility, and Customer is responsible for complying with that provider’s terms.
3.8. Third-Party Content and Open Source. The Platform may enable Customer to find, store, manage, access, or use Third-Party Content. CloudRaker does not warrant, endorse, or guarantee the completeness, accuracy, reliability, performance, or availability of any Third-Party Content and is not responsible for verifying it. Customer is solely responsible for any Third-Party Content it installs, uses with, or accesses through the Platform, for determining its suitability, and for verifying its authenticity; Customer may need to contract with the relevant owner or licensor, and without doing so may be unable to access that content or the Platform features depending on it. Elements of the Services may be subject to open source licences owned by third parties (each an “OSS Licence”). No open source software is licensed under this Agreement; each item is licensed under its own OSS Licence, which this Agreement neither limits nor supersedes. Where an OSS Licence requires it, CloudRaker will make the relevant components available on request.
3.9. Add-on services. CloudRaker may offer access to additional services through the Platform and will use commercially reasonable efforts to ensure they materially conform to their published description or the Order. Where CloudRaker resells a service it does not itself deliver, CloudRaker is not responsible for its delivery, performance, or quality, and Customer’s sole recourse is against the third-party provider.
3.10. Beta features. Features designated “beta,” “early access,” “preview,” “pilot,” or similar (“Beta Features”) are provided AS IS and AS AVAILABLE, are excluded from the SLA and confer no entitlement to any credit, rebate, or other remedy under it, are excluded from the warranties in Section 8.2, and may be incomplete, unstable, or materially altered before general release. CloudRaker may modify, suspend, withdraw, or discontinue any Beta Feature at any time without notice or liability. Use of Beta Features is voluntary and at Customer’s sole risk, and Customer is solely responsible for any reliance on a Beta Feature or its output.
3.11. Usage monitoring; fair use. CloudRaker may monitor Customer’s use for compliance with this Agreement, the AUP, and any usage allowance, fair-use limit, or rate limit in the Order or Documentation. On written notice, CloudRaker may require Customer to remediate use that exceeds those limits, materially degrades Platform performance for other customers, or poses a security, legal, or operational risk. If Customer does not remediate within ten (10) Business Days, CloudRaker may suspend access under Section 5.6, throttle usage to within the limits, or charge the overage rates in the Order. CloudRaker may reduce published fair-use and rate limits on thirty (30) days’ notice, subject to Sections 1.3 and 3.4; a reduction below a limit expressly stated in the Order takes effect only from Customer’s next Renewal Term.
3.12. Licence compliance verification. On ten (10) Business Days’ notice, not more than once in any twelve (12) month period, CloudRaker may verify Customer’s compliance with the licence scope, Seat counts, usage metrics, and Restrictions, including by reviewing Platform telemetry and administrative records and requiring an officer’s written compliance certificate. If verification reveals underpayment, Customer shall promptly pay the shortfall at list rates with interest at the rate in Section 5.4 from the date it should have been invoiced, plus CloudRaker’s reasonable verification costs where the shortfall exceeds five percent (5%) of amounts properly payable.
4. Intellectual Property, Data, and Restrictions
4.1. CloudRaker IP; licence to Customer. As between the Parties, CloudRaker owns all Intellectual Property Rights in the Services, the Documentation, the Deliverables, the Aggregated Data, and all improvements, modifications, and derivative works. Subject to compliance with this Agreement and payment of the Fees, CloudRaker grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to access and use the Services and Documentation during the Term solely for Customer’s internal business operations, subject to any limitations applicable to Customer’s package. CloudRaker reserves all rights not expressly granted; no rights arise by implication or estoppel.
4.2. Customer Content and Input Data. As between the Parties, Customer owns all Intellectual Property Rights in the Customer Content and Input Data. Customer grants CloudRaker and its sub-processors a non-exclusive, worldwide, royalty-free licence during the Term, and thereafter for so long as CloudRaker may retain data under Section 6.5 or the DPA, to host, copy, transmit, process, display, and otherwise use the Customer Content, Input Data, and Output Data as necessary to (a) provide, operate, maintain, secure, and support the Services; (b) diagnose, troubleshoot, and prevent technical or security issues; (c) generate Aggregated Data; and (d) comply with applicable law or a binding order of a competent authority.
4.3. Output Data. As between the Parties, Customer owns all Intellectual Property Rights in the Output Data, subject to CloudRaker’s and its licensors’ rights in the Services and any Third-Party Content. Customer acknowledges that Output Data is generated probabilistically, that identical or similar inputs from other customers may produce identical or similar output, and that CloudRaker makes no representation that Output Data is unique or original. CloudRaker will not use Customer Content, Input Data, or Output Data to train, fine-tune, or otherwise develop machine-learning models made available to any person other than Customer.
4.4. Aggregated Data. CloudRaker may generate, own, and use Aggregated Data for any lawful business purpose, including operating, improving, supporting, benchmarking, securing, and developing its products, and may disclose Aggregated Data to third parties, provided it does not disclose Aggregated Data in a form that identifies Customer, any Authorized User, any Customer End User, or any individual.
4.5. Restrictions. Customer shall not, and shall not permit or assist any person to: (a) use the Services inconsistently with the AUP; (b) allow access to, or use the Services for the benefit of, any third party, other than Customer End Users and Guest Users in the ordinary course as permitted by the Order; (c) use or view the Services to create a competing product or service, including by training, fine-tuning, or developing any model, agent, or system intended to replicate or compete with the Platform or any of its components; (d) introduce Harmful Code into the Services; (e) modify, copy, resell, rent, lease, sublicense, distribute, time-share, or operate a service bureau using the Services; (f) reverse engineer, decompile, disassemble, create derivative works from, or otherwise attempt to derive the object code, source code, models, weights, prompts, or architecture of the Services, except to the minimum extent such a restriction is prohibited by law; (g) remove, alter, or obscure any CloudRaker proprietary notice; (h) process Restricted Data through the Platform without CloudRaker’s prior written consent, and Customer shall take reasonable measures to prevent Authorized Users from doing so; (i) access or use the Services from, or for the benefit of any person located in, any jurisdiction subject to comprehensive economic sanctions administered by Canada, the United States, the United Kingdom, the European Union, or the United Nations; (j) circumvent any technical limitation, usage metric, rate limit, or access control; or (k) conduct or publish any benchmark, load, penetration, vulnerability, or performance test of the Services, or disclose its results, without CloudRaker’s prior written consent (collectively, the “Restrictions”).
4.6. Data protection; security. To the extent Customer Content, Input Data, or Output Data constitutes Personal Data, the Parties’ respective obligations are set out in the DPA, and the purposes described in Sections 4.2 and 4.4 constitute Customer’s documented instructions for the purposes of the DPA. CloudRaker will maintain the technical and organizational measures set out in the Security Program in respect of all Customer Content, whether or not it constitutes Personal Data.
4.7. Feedback. CloudRaker may use and disclose any ideas, concepts, know-how, techniques, or materials contained in feedback, comments, or suggestions provided by Customer, any Authorized User, or any Customer End User for any purpose, including developing and marketing products and services, without obligation of confidentiality, compensation, or attribution.
5. Fees and Payment
5.1. Fees; taxes. Fees are as set out in the Order, are non-cancellable and non-refundable except as expressly provided in this Agreement, and are exclusive of all taxes other than taxes on CloudRaker’s income. Customer shall pay all applicable sales, use, excise, GST, HST, QST, value-added, and similar taxes as invoiced. Customer shall pay free of, and without reduction for, withholding taxes; any withholding imposed is Customer’s sole responsibility, and Customer shall provide official receipts or other reasonable evidence of payment on request.
5.2. Invoicing. Customer will be billed in advance on the cadence in the Order or, if none is specified, annually in advance. Invoices are payable within thirty (30) days of the invoice date.
5.3. True-up. CloudRaker will measure Customer’s usage against the quantities and usage metrics in the Order quarterly. Usage exceeding contracted quantities will be invoiced at the overage rates in the Order or, if none are specified, CloudRaker’s then-current list rates, and contracted quantities will increase prospectively to match measured usage. Usage as recorded by the Platform and reported in its administrative console is presumed accurate; Customer may dispute usage data within fifteen (15) days of the later of quarter end and the date of the invoice for the relevant overage, after which it is deemed accepted. Customer may not reduce contracted quantities during a term.
5.4. Late payment. If Customer fails to pay any Fees when due and the Fees are not subject to a good faith dispute notified under Section 5.5, CloudRaker may, in addition to its other rights: (a) charge interest on all past-due amounts at the lesser of one-and-one-half percent (1.5%) per month, compounded monthly, and the maximum permitted by law; (b) recover all reasonable costs of collection, including legal fees on a substantial indemnity basis; and (c) suspend access under Section 5.6 until all undisputed Fees are paid.
5.5. Disputed invoices. Customer may dispute part of an invoice in good faith by written notice within fifteen (15) days of the invoice date, specifying the amount and the reasonable basis for the dispute, and shall pay all undisputed amounts when due. The Parties shall negotiate in good faith to resolve the dispute within thirty (30) days of CloudRaker’s receipt of the notice. Failure to give notice within the fifteen (15) day period is Customer’s irrevocable acceptance of the invoice.
5.6. Suspension. CloudRaker may suspend Customer’s access, in whole or in part, on five (5) Business Days’ notice if (a) undisputed Fees remain unpaid more than fifteen (15) days after the due date; (b) Customer materially breaches Section 4.5 (Restrictions), Section 7 (Confidentiality), or the AUP; (c) CloudRaker reasonably determines Customer’s use poses an imminent security, legal, regulatory, or operational risk to CloudRaker, the Platform, or another customer; or (d) Customer fails to remediate excess usage under Section 3.11. Where immediate suspension is reasonably necessary to prevent material harm, CloudRaker may suspend without prior notice and will notify Customer as soon as practicable. Suspension does not relieve Customer of any payment obligation, Customer remains liable for Fees accruing during it, and no period of suspension will count toward any availability calculation or entitle Customer to any credit, rebate, or other remedy under the SLA, however described. CloudRaker will restore access promptly once the cause is cured.
5.7. No set-off; service levels. Customer shall pay all Fees in full without set-off, counterclaim, deduction, or withholding, other than any deduction or withholding required by law. Any credit, rebate, or other remedy due under the SLA, however described, will be applied by CloudRaker in accordance with the SLA and may not be self-applied by Customer. Those remedies are Customer’s sole and exclusive remedy for any failure to meet a service level, and no such failure constitutes a material breach for the purposes of Section 6.3.
6. Term and Termination
6.1. Term. This Agreement takes effect on Customer’s acceptance under Section 1.1 and continues until all Orders have expired or been terminated.
6.2. Renewal. Unless the Order provides otherwise, each Order renews automatically at the end of the Initial Term and each Renewal Term for a further term of the same duration, unless either Party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term. Fees for a Renewal Term are CloudRaker’s then-current list Fees for the applicable package, provided any increase over the immediately preceding term will not exceed the greater of seven percent (7%) and the increase in the Consumer Price Index (All-items, Canada) over the preceding twelve (12) months. CloudRaker will notify Customer of Renewal Term Fees, and of any revised version of this Agreement, the DPA, or the SLA that will apply under Section 1.2, at least one hundred and twenty (120) days before the Renewal Term begins. A revised version does not apply to Customer unless that notice was given.
6.3. Termination for cause. Except as provided in Sections 1.6, 3.4, 8.2, 10.1, and 11.2 and in the DPA, either Party may terminate this Agreement or an Order on thirty (30) days’ written notice of a material breach that remains uncured at the end of that period. CloudRaker may terminate immediately on written notice for Customer’s breach of Section 4.5 (Restrictions), or for non-payment uncured thirty (30) days after notice. Either Party may terminate immediately on written notice if the other (a) institutes insolvency, receivership, or bankruptcy proceedings; (b) becomes subject to an involuntary bankruptcy or insolvency proceeding not dismissed within sixty (60) days; (c) makes an assignment for the benefit of creditors; or (d) dissolves or ceases business. Neither Party may terminate for convenience.
6.4. Consequences of termination for cause. Where Customer terminates for CloudRaker’s uncured material breach, CloudRaker will refund prepaid, unused Fees for the terminated portion of the then-current term on a pro-rata basis. Where CloudRaker terminates for Customer’s uncured material breach, or Customer terminates other than for cause, all Fees for the remainder of the then-current term become immediately due and no refund is owing. Where Customer terminates under Section 3.4, 8.2, 10.1, or 11.2 or under the DPA, no acceleration applies and the refund provided by that Section governs.
6.5. Effect of termination. On expiration or termination: (a) Customer shall promptly pay all Fees due; (b) except as provided in this Section 6.5 and in the DPA, all licences granted under this Agreement cease; and (c) each Party shall promptly return or destroy the other’s Confidential Information, except for copies retained on back-up media in the ordinary course and deleted at regular intervals, or retained as required by law, which remain subject to Section 7. Customer may export its Customer Content and Output Data using the Platform’s standard export functionality during the Term and for thirty (30) days afterwards, following which CloudRaker may delete it. CloudRaker need not delete data it is entitled or required to retain under the DPA or applicable law, and will not delete Customer Content before the end of the export period in this Section notwithstanding any shorter period in the DPA. Migration, extraction, or transition assistance beyond standard export functionality is a Professional Service chargeable at CloudRaker’s then-current rates.
6.6. Survival. Sections 1.4 (Entire agreement; order of precedence), 1.5 (Acknowledgement; record of acceptance), 2 (Definitions), 3.12 (Licence compliance verification), 4 (Intellectual Property, Data, and Restrictions), 5 (Fees and Payment, as to amounts accrued or payable at termination), 6.4, 6.5, 6.6, 7 (Confidentiality), 8.3 (Customer warranties), 8.4 (Disclaimer), 8.5 (AI Output), 9 (Limitation of Liability), 10 (Indemnification), and 11 (General) survive expiration or termination.
7. Confidentiality
7.1. Confidential Information. “Confidential Information” means information of a Party (“Disclosing Party”) disclosed to or encountered by the other (“Receiving Party”) that is marked proprietary or confidential, or that the Receiving Party should reasonably understand to be so given its nature and the circumstances of disclosure. CloudRaker’s Confidential Information includes the Services, Documentation, Deliverables, the Fees and other commercial terms of any Order, and non-public information about the Platform’s architecture, models, prompts, security controls, and roadmap. It excludes information that (a) is or becomes public other than through breach of this Agreement; (b) was lawfully held before disclosure; (c) is lawfully received from a third party without restriction; (d) is independently developed, as evidenced in writing; or (e) must be disclosed by law or by a court, regulator, or administrative body (a “Compelled Disclosure”).
7.2. Use and disclosure. The Receiving Party shall protect Confidential Information with the degree of care it uses for its own similar information, and in no event less than reasonable care; shall use it only to perform its obligations and exercise its rights under this Agreement; and shall not disclose it to any third party without the Disclosing Party’s prior written consent. The Receiving Party may disclose Confidential Information to its Personnel, Affiliates, sub-processors, and professional advisors who need to know it and are bound by obligations at least as protective as this Section 7, and remains liable for their acts and omissions. On a Compelled Disclosure, the Receiving Party shall promptly notify the Disclosing Party where legally permitted, cooperate at the Disclosing Party’s request and expense to challenge the disclosure, and disclose only the minimum necessary.
7.3. Equitable relief. The Receiving Party acknowledges that breach of this Section 7 may cause irreparable harm that is difficult to quantify, and that on any actual or threatened breach the Disclosing Party may seek injunctive and other equitable relief without posting a bond or proving actual damages.
8. Warranties and Disclaimers
8.1. Mutual. Each Party represents and warrants that (a) it is duly organized, validly existing, and in good standing in its jurisdiction of incorporation; (b) it is not party to any agreement that conflicts with or prohibits this Agreement; and (c) its performance will comply with applicable law.
8.2. CloudRaker warranty and exclusive remedy. CloudRaker warrants that, during the Term, (a) the Platform will materially conform to the Documentation as it stands at the commencement of the then-current term and as subsequently updated under Section 1.3; and (b) the Professional Services will be performed in a professional and workmanlike manner by Personnel with the requisite knowledge, skills, and abilities. Customer must notify CloudRaker in writing of any alleged breach within thirty (30) days after becoming aware of the facts giving rise to it. As Customer’s exclusive remedy and CloudRaker’s sole liability, CloudRaker will re-perform or correct the affected Services at no cost; if it cannot remedy the breach within thirty (30) days of notice, Customer may terminate the affected Order and receive a prorated refund of prepaid, unused Fees. This warranty does not apply to, and CloudRaker has no liability for, any Beta Feature, Third-Party Content, Foundation Model made available by Customer, Customer Content, Customer configuration, or use of the Services other than as permitted by this Agreement and the Documentation.
8.3. Customer warranties. Customer represents and warrants that (a) it has the rights, power, consents, and authority to transmit Customer Content and Input Data to CloudRaker for use under this Agreement; (b) it has lawfully collected, and has a lawful basis for sharing, any Personal Data in the Customer Content, Input Data, or Output Data; (c) the Customer Content and Input Data, and CloudRaker’s permitted processing of them, will not infringe the rights of any third party or breach applicable law; (d) it will not present Output Data as the reviewed or verified work product of CloudRaker; and (e) it will give all disclosures to, and obtain all consents from, Authorized Users, Customer End Users, and other individuals required in connection with its use of the Services, including any disclosure that artificial intelligence is being used.
8.4. Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 8.2, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE OF MERCHANTABILITY, QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES OR ANY OUTPUT DATA WILL BE TIMELY, UNINTERRUPTED, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. CLOUDRAKER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT, RATE OF AUTOMATION, COST SAVING, OR LEVEL OF ACCURACY.
8.5. AI output. Customer acknowledges that the Platform uses generative artificial intelligence, that Output Data may be inaccurate, incomplete, misleading, biased, or otherwise unsuitable, and that these characteristics are inherent to the technology and are not a defect or breach, whether the Output Data was generated by a CloudRaker-provided or a Customer-configured Foundation Model. Customer is solely responsible for implementing reasonable processes for human review of Output Data, for validating and approving it before relying on it for any decision, action, or communication, and for the consequences of doing so. Customer shall not use the Services to make any decision having a legal or similarly significant effect on an individual without meaningful human review.
9. Limitation of Liability
9.1. Exclusion of indirect damages. EXCEPT FOR A PARTY’S INTENTIONAL OR GROSS FAULT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, EXTRA-CONTRACTUAL LIABILITY, TORT, NEGLIGENCE, OR OTHERWISE, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE GOODS AND SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
9.2. General cap. EXCEPT AS SET OUT IN SECTIONS 9.3 AND 9.4, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ALL ORDERS, THE DPA, THE SLA, AND THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
9.3. Super-cap. CLOUDRAKER’S TOTAL AGGREGATE LIABILITY FOR (a) ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.1, (b) ANY BREACH OF THE DPA, AND (c) ANY SECURITY INCIDENT SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THIS SUPER-CAP IS INCLUSIVE OF, AND NOT IN ADDITION TO, THE CAP IN SECTION 9.2, AND CLOUDRAKER’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS, WHETHER UNDER SECTION 9.2 OR 9.3, SHALL NOT EXCEED THE AMOUNT IN THIS SECTION 9.3.
9.4. Exclusions from the caps. The caps in Sections 9.2 and 9.3 do not apply to (a) Customer’s obligation to pay Fees and other amounts due; (b) Customer’s indemnification obligations under Section 10.2; (c) Customer’s breach of Section 4.5 (Restrictions) or of the licence scope in Section 4.1; (d) either Party’s breach of Section 7 (Confidentiality), other than a breach by CloudRaker arising from a Security Incident, which is subject to Section 9.3; or (e) a Party’s intentional or gross fault, or fraud, to the extent liability cannot be limited under applicable law.
9.5. Application. The caps in Sections 9.2 and 9.3 apply in the aggregate to CloudRaker and its Affiliates, licensors, and sub-processors, and multiple Claims do not enlarge them. These limitations form an essential basis of the bargain and apply, to the maximum extent permitted by law, even if shown to fail of their essential purpose. To the maximum extent permitted by law, any Claim arising out of or relating to this Agreement must be brought within two (2) years after it arose, except Claims for non-payment.
10. Indemnification
10.1. By CloudRaker. CloudRaker will indemnify, defend, and hold harmless Customer against Losses finally awarded against Customer, or agreed in settlement by CloudRaker, on a third-party Claim alleging that the Platform or the Deliverables, used as permitted under this Agreement and in accordance with the Documentation, infringe or misappropriate any Intellectual Property Rights. CloudRaker has no obligation to the extent the Claim arises from (a) Customer Content, Input Data, or Output Data; (b) Third-Party Content, open source software, or any Foundation Model made available by Customer; (c) any Beta Feature or Service provided without charge; (d) use of the Services in combination with any product, hardware, software, data, or process not provided or authorized by CloudRaker, where the Claim would not have arisen but for the combination; (e) modification of the Services by anyone other than CloudRaker; (f) Customer’s configuration of the Platform, including any Playbook configured by Customer; (g) continued use after CloudRaker has notified Customer to discontinue, or failure to implement a correction, update, or replacement made available by CloudRaker; or (h) Customer’s breach of this Agreement. If the Platform or the Deliverables are or are likely to be enjoined, CloudRaker may, at its option, procure the right for Customer to continue using them, modify or replace them so they are non-infringing but substantially functionally equivalent, or terminate the affected Order and refund prepaid, unused Fees. This Section states Customer’s exclusive remedy and CloudRaker’s sole liability for any Claim of infringement or misappropriation.
10.2. By Customer. Customer will indemnify, defend, and hold harmless CloudRaker, its Affiliates, and their Personnel against Losses on any Claim arising out of or relating to (a) Customer’s breach of Section 1.1 (authority), Section 4.5 (Restrictions), Section 8.3, or the AUP; (b) Customer Content, Input Data, or Output Data, including any allegation that it infringes or violates the rights of any third party or applicable law; (c) Customer’s processing of Restricted Data through the Platform; (d) any Foundation Model or other Third-Party Content made available or configured by Customer; (e) Customer’s reliance on, publication of, or action taken on the basis of Output Data; (f) any Authorized User’s or Customer End User’s use of the Services or of any Customer Application; or (g) Customer’s breach of the DPA.
10.3. Procedure. Indemnification is conditioned on the indemnified Party giving the indemnifying Party (a) prompt written notice of the Claim, provided that delay does not relieve the indemnifying Party except to the extent it is materially prejudiced; (b) sole control of the defence and settlement using counsel of its choosing at its own expense, provided it shall not settle any Claim imposing a non-monetary obligation on, or constituting an admission by, the indemnified Party without that Party’s prior written consent; and (c) reasonable cooperation at the indemnifying Party’s request and expense. The indemnified Party may participate in the defence using its own counsel at its own expense.
11. General
11.1. Publicity. Customer permits CloudRaker to use Customer’s name and logo to identify Customer as a CloudRaker customer on CloudRaker’s website, in customer lists, in investor materials, and in marketing collateral. Any other use, including a press release, case study, or quotation attributed to Customer, requires Customer’s prior written consent.
11.2. Force majeure. Neither Party is liable for failure to perform (other than an obligation to pay money) resulting from circumstances beyond its reasonable control, including acts of God, labour disputes, shortages of materials or compute capacity, failures of telecommunications or internet infrastructure, malicious third-party attacks, war, terrorism, epidemic or pandemic, and governmental intervention. If the event continues for three (3) months, the unaffected Party may terminate the affected Order on thirty (30) days’ written notice and, where Customer terminates, CloudRaker will refund prepaid, unused Fees for the terminated portion of the then-current term.
11.3. Subcontracting. CloudRaker may engage Affiliates and third parties to perform its obligations, and remains responsible to Customer for their performance in accordance with this Agreement.
11.4. Assignment. Customer may not assign this Agreement, by operation of law or otherwise, without CloudRaker’s prior written consent, except that Customer may assign it in whole, on notice, on a merger or sale of all or substantially all of its assets, provided the assignee is not a CloudRaker competitor and assumes Customer’s obligations in writing. CloudRaker may assign this Agreement in whole or in part to an Affiliate, or on a restructure, reorganization, financing, merger, or sale of all or substantially all of its assets or of the relevant business line, on notice to Customer. Any assignment in contravention of this Section is void. This Agreement binds and benefits each Party’s successors and permitted assigns.
11.5. Amendment; waiver. Except as provided in Sections 1.2, 1.3, 1.6, 3.4, 3.11, 5.3, and 6.2, this Agreement may be amended only in a writing signed by both Parties or by a revised version applying to Customer under Section 1.2 or 1.6. A waiver is effective only if in writing, and is not a waiver of any subsequent breach. A failure or delay in exercising a right or remedy is not a waiver of it.
11.6. Notices. Contractual notices must be in writing and sent to the email addresses for notices in the Order, and are deemed received on transmission as shown by the sender’s records or, if sent outside Business Hours, at 9:00 a.m. on the next Business Day. Where Section 1.6 applies, notices to Customer may be given as provided in Section 1.6(e). Notices under Sections 1.2, 1.3, 3.4, 3.11, the SLA, and the DPA may also be given through the Platform, the Documentation, the CloudRaker status page, or the applicable published location. A Party may change its notice address on notice to the other.
11.7. Non-solicitation; non-circumvention. During the Term and for twelve (12) months afterwards, neither Party shall directly or indirectly solicit, employ, engage, or induce, or attempt to interfere with the employment of, any of the other Party’s Personnel with whom it came into contact in connection with this Agreement, without that Party’s prior written consent; hiring resulting from a response to a general public solicitation is not a breach. During the same period, Customer shall not use CloudRaker’s Confidential Information, or any knowledge or insight acquired through use of the Platform, to (a) develop, market, or commercialize any product or service competitive with the Platform, or (b) circumvent CloudRaker’s commercial relationships with any customer, partner, or supplier of which Customer became aware in connection with this Agreement.
11.8. Governing law; disputes; venue. (a) This Agreement and all disputes arising from it are governed by the laws of Québec and the federal laws of Canada applicable in it, without regard to conflicts-of-laws principles; the UN Convention on Contracts for the International Sale of Goods does not apply. (b) Before commencing any proceeding, the Party raising a dispute shall give written notice describing it, and senior executives of each Party with authority to settle shall meet within fifteen (15) Business Days and attempt in good faith to resolve it. (c) If the dispute is unresolved thirty (30) days after that notice, either Party may pursue any remedy at law or in equity, and any claim arising under this Agreement shall be brought exclusively in the courts of the judicial district of Montréal, Québec, to whose exclusive jurisdiction the Parties agree. (d) Notwithstanding the foregoing, either Party may at any time seek injunctive or equitable relief from any court of competent jurisdiction to protect Confidential Information, Intellectual Property Rights, or compliance with the Restrictions, and CloudRaker may at any time commence proceedings to recover undisputed Fees, in each case without first following Section 11.8(b). (e) Each Party waives any right to participate in a class, collective, or representative proceeding against the other. (f) The Parties have expressly required that this Agreement and all related documents be drafted in English and that any proceedings be conducted in English. Where CloudRaker publishes a translation of any Contract Document, the English version governs in the event of any discrepancy, except where applicable law provides otherwise. / Les Parties ont expressément exigé que la présente convention et tous les documents s'y rapportant soient rédigés en langue anglaise, et que toute procédure se déroule en anglais.
11.9. Compliance with laws. Each Party shall comply with applicable law in performing this Agreement, including (a) anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada) and the U.S. Foreign Corrupt Practices Act; (b) economic sanctions and export control laws administered by Canada, the United States, the United Kingdom, the European Union, and the United Nations; and (c) the privacy laws identified in the DPA. Customer represents and warrants that it is not, and is not owned or controlled by any person who is, subject to any sanctions or restricted-party list maintained by any of those authorities. Customer is solely responsible for determining whether its particular use of the Services complies with laws applicable to its industry, sector, or jurisdiction.
11.10. Miscellaneous. (a) Severance. If a provision is held invalid, illegal, or unenforceable, it is deemed modified to the minimum extent necessary to make it enforceable or, if that is not possible, deleted, without affecting the remainder. (b) Relationship. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither Party may bind the other. (c) No third-party beneficiaries. A person who is not a Party may not enforce this Agreement. (d) Cumulative remedies. Except where this Agreement states a remedy is exclusive, each Party’s rights and remedies are cumulative and in addition to those available at law or in equity. (e) Further assurances. Each Party shall execute such further documents and take such further action as is reasonably required to give effect to this Agreement. (f) Counterparts; electronic signature. Any Order may be executed in counterparts and by electronic signature, which has the same effect as a handwritten signature under the Act to establish a legal framework for information technology (Québec), CQLR c. C-1.1. (g) Interpretation. Headings are for convenience only. “Including” means “including without limitation.” The singular includes the plural and vice versa. Section references are to this Agreement unless stated otherwise. No rule of construction against the drafting Party applies.