Terms of Service

Legal

These Terms of Service take effect August 1, 2025 for new customers. Existing customers who agreed to prior versions received notification of updates; continued use after that date constitutes acceptance of the revised terms.

Customers with separate written agreements are not affected by these updates. Service access and usage capabilities remain unchanged.

Terms of Services

Company provides Services using commercially reasonable efforts per Service Level Terms. During registration, customers establish administrative credentials; inappropriate usernames may be refused. Technical support follows company standards, or optional support described in the SaaS Services Order Form.

Restrictions and Responsibilities

Customers cannot:

• Reverse engineer, decompile, or discover source code or algorithms
• Modify or create derivative works (except as expressly permitted)
• Use Services for time-sharing or service bureau purposes
• Remove proprietary notices

Software distributed for on-premises use receives a non-exclusive, non-transferable, non-sublicensable license for Services only, during the Term.

Customers cannot export Services or Software in violation of U.S. Department of Commerce, Treasury OFAC, or other agency restrictions.

Per FAR 2.101, Software and documentation constitute "commercial items" and "commercial computer software." U.S. Government use is governed solely by Agreement terms per DFAR 227.7202 and FAR 12.212.

Customers represent that they will use Services in accordance with Company policies and applicable laws. Customers indemnify Company against damages, losses, liabilities, settlements, and expenses (including attorney fees) arising from alleged policy violations or improper Service use.

Company may monitor Service usage and prohibit suspected violations, though monitoring is not obligatory.

Customers are responsible for:

• Obtaining and maintaining Equipment (modems, hardware, servers, software, operating systems, networking, web servers)
• Securing Equipment, accounts, passwords, and files
• All account uses, authorized or not

Customers pay for third-party communication services (inbound DIDs, Caller IDs, SIP trunks, termination/origination, SMS) required for their usage.

Cloudonix may use customer company names and logos in marketing, sales, financial, and public relations materials solely to identify customers. Customers may use Cloudonix's name and logo solely to identify Cloudonix as their service provider. Other uses require prior written permission.

Confidentiality; Proprietary Rights

Each party (Receiving Party) understands the other (Disclosing Party) may disclose business, technical, or financial information ("Proprietary Information").

Company's Proprietary Information includes non-public features, functionality, and performance details. Customer's Proprietary Information includes non-public data provided to enable Services.

Receiving Parties agree to:

• Take reasonable precautions to protect Proprietary Information
• Not use or divulge such information to third parties (except for Service performance, or as permitted)

Exceptions to Disclosing Party's Proprietary Information: information after five (5) years, generally available public information, information possessed before receipt, information rightfully disclosed by third parties without restriction, information independently developed without use of Proprietary Information, or information whose disclosure is legally required.

Customers own all right, title, and interest in Customer Data. Company retains all rights to Services and Software, improvements, enhancements, modifications, developed applications, inventions, technology arising from Implementation Services or support, and related intellectual property.

Notwithstanding the foregoing, Company collects and analyzes data relating to the provision, use, and performance of Services (including derivatives of Customer Data). Company may use this information to improve Services and other offerings, and disclose such data in aggregate or de-identified form, unless legally restricted.

Payment of Fees

Customers pay Company's applicable fees per the Order Form for Services and Implementation Services. If usage exceeds Service Capacity or requires additional fees per the Agreement terms, customers are billed for additional usage and agree to pay.

Company reserves the right to change Fees or institute new charges at the end of the Initial Service Term or the then-current renewal term, with thirty (30) days' prior notice (via email).

Billing errors must be reported within 60 days of the first statement showing the error, for adjustment or credit.

Company may invoice monthly; full payment is due thirty (30) days after the invoice date. Unpaid amounts incur a 1.5% monthly finance charge on outstanding balances (or the maximum permitted by law) plus collection expenses, and may result in immediate Service termination.

Customers are responsible for all taxes except U.S. net income taxes.

Term and Termination

This Agreement runs for the Initial Service Term specified in the Order Form and automatically renews for additional periods of the same duration unless either party requests termination at least thirty (30) days before the current term ends.

Either party may terminate upon thirty (30) days' notice (or without notice for nonpayment) if the other party materially breaches the Agreement terms.

Customers pay in full through the last day Services are provided. Sections surviving termination include accrued payment obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

Warranty and Disclaimer

Company uses reasonable efforts consistent with industry standards to maintain Services while minimizing errors and interruptions, and performs Implementation Services professionally.

Services may be temporarily unavailable for scheduled or emergency maintenance by Company or third-party providers, or due to causes beyond Company's reasonable control. Company uses reasonable efforts to provide advance written or email notice of scheduled disruptions.

Company does not warrant uninterrupted or error-free Services, or any particular results from use of the Services.

EXCEPT AS EXPRESSLY STATED, SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

EXCEPT FOR BODILY INJURY, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES ARE NOT LIABLE UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY FOR:

• Error or interruption of use, data loss, inaccuracy or corruption, or the cost of substitute goods, services or technology, or business loss;
• Indirect, exemplary, incidental, special, or consequential damages;
• Matters beyond Company's reasonable control; or
• Amounts exceeding the fees paid in the 12 months prior to the act giving rise to liability (whether or not Company knew of the possibility of such damages).

Miscellaneous

Unenforceable or invalid provisions are limited to the minimum extent necessary, keeping the Agreement in force. Customers cannot assign, transfer, or sublicense this Agreement without Company's consent; Company may assign without consent.

This Agreement is complete, superseding prior written or oral agreements. Modifications require signatures from both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment relationship is created; customers have no authority to bind Company.

Prevailing parties in enforcement actions recover costs and attorney fees.

Notices must be in writing; delivery is by personal delivery, facsimile or email (with confirmed receipt), recognized overnight courier (next day), or certified/registered mail (upon receipt).

This Agreement is governed by New York law, without regard to conflict-of-law provisions. Disputes are determined by LCIA Arbitration or similar, in a mutually agreed location, before resorting to arbitration.

Service Level Agreement (SLA)

This Cloudonix SLA governs use of the Cloudonix API under the Terms and Conditions between Cloudonix ("us") and API users ("Customer"). For multiple accounts, the SLA applies individually. Subject to T&C terms; capitalized terms follow the T&C. Cloudonix may change SLA terms per the T&C.

Definitions

Monthly Uptime Percentage — the difference between 100% and the percentage of Unavailable Time for the applicable month.

Service Credit — a 10% dollar credit of monthly usage fees when Unavailable Time occurred, credited to eligible Cloudonix accounts.

Unavailable Time — Cloudonix API unavailability measured in continuous 5-minute increments. Excludes unavailability arising from Exclusions.

Support Subscription Service Credits

Service Level Commitment

If the Monthly Uptime Percentage falls below the commitment in a calendar month, customers receive Service Credits per the Credit Request Procedure. Cloudonix API availability is measured by third-party performance/monitoring services; Cloudonix adjusts availability to account for Exclusions.

Credit Request Procedure

To receive a Service Credit, submit a request to Cloudonix Customer Support within thirty (30) days of eligibility. Submissions must include:

• "SLA Claim" in the subject line
• Dates and times of the claimed Unavailable Time
• Applicable outage documentation

Service Credits apply to future amounts payable for the applicable Cloudonix products. No refunds or cash value are provided, and credits cannot be transferred to other accounts.

Exclusions

No Unavailable Time is deemed to occur for:

• Unavailability caused by factors outside Cloudonix's reasonable control (force majeure, telecommunications provider issues, Internet access problems beyond Cloudonix's network control point)
• Actions or inactions of customers or third parties (except Cloudonix agents or subcontractors)
• Customer applications, equipment, software, or technology, or third-party equipment, software, or technology (except Cloudonix-controlled equipment)
• Scheduled maintenance with at least twenty-four (24) hours' prior notice
• Alpha, beta, or non-generally-available Cloudonix features or products

Entire SLA Liability

This SLA states Cloudonix's sole liability and the customer's sole remedy regarding a failure of the Monthly Uptime Percentage.

Acceptable Use Policy

This policy describes prohibited actions when using Cloudonix Services. It is incorporated by reference into the Terms of Service or similar agreement between customers and Cloudonix, and is governed by the Agreement (which takes precedence in the event of a conflict). Capitalized terms follow the Agreement's definitions.

Customers cannot use Cloudonix Services without agreeing to this AUP. Customers and End Users may not use the Services in the following ways:

• Encouraging illegal, fraudulent, or abusive activity, or activity that materially interferes with Cloudonix's business
• Bypassing or breaking security mechanisms, or using the Services in a way that poses a material security or service risk to Cloudonix or other customers
• Reverse engineering to find limitations, vulnerabilities, or to evade filtering
• Launching or facilitating denial-of-service attacks, or conduct that materially and adversely impacts availability, reliability, or stability
• Transmitting material containing viruses, Trojan horses, spyware, worms, or other malicious programs
• Using the Services in a way that causes telecommunications-provider complaints or violates industry standards or guidelines from CTIA, the Mobile Marketing Association, or other recognized associations, or telecommunications-provider guidelines communicated by Cloudonix
• Engaging in unsolicited advertising, marketing, or activity prohibited under anti-spam, data-protection, or privacy legislation (CAN-SPAM Act, Telephone Consumer Protection Act, Do-Not-Call Implementation Act)
• Using the Services for unsolicited, unwanted, or harassing communications (calls, SMS/MMS, chat, voicemail, video, faxes)
• Harvesting or collecting individuals' information without explicit consent or under false pretenses
• Engaging in or connecting with fraudulent activity
• Processing Protected Health Information (HIPAA) without a signed Business Associate Agreement or a qualifying "conduit" exception
• Violating local, state, federal, or foreign laws or regulations (data transmission, software transmission, call recording)
• Recording or monitoring calls or communications without the required participant consent under applicable law
• Using the Services in a way that triggers law-enforcement, government, or regulatory-agency suspension requests for customers or Cloudonix business partners
• Transmitting material that infringes a third party's intellectual property or other rights
• Transmitting material that is, facilitates, or encourages libelous, defamatory, discriminatory, malicious, or harmful speech, including hate speech or content that degrades, intimidates, or incites violence or prejudice based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location, or other protected categories
• Transmitting offensive, inappropriate, pornographic, obscene, illegal, or objectionable material
• Creating false identities or phone numbers, or misleading others regarding sender identity or the origin of a message or call
• Maintaining high volumes of unanswered sessions, or sessions shorter than sixteen (16) seconds

Contact support at support@cloudonix.io, or write to:

Cloudonix Inc. 40 W 25th St FL 9 New York, NY 10010 Attention: Legal / Contracts Department

Abuse of the System

If the Cloudonix Security Team identifies suspicious account activity that may indicate abuse of the Trial Plan or other services, the account may be moved to the free tier. Customers may appeal by contacting Cloudonix Support.

Trademark Usage Guidelines

These guidelines apply to Cloudonix licensees, authorized resellers, developers, customers, and any party using Cloudonix trademarks, names, and logos for promotional, advertising, instructional, reference, or product, label, or packaging purposes. Uses outside these guidelines require permission; unauthorized use may constitute trademark infringement.

Cloudonix Trademarks

Protected trademarks include: Cloudonix, the Cloudonix Logo, the Cloudonix X Logo, the Cloudonix Robot Mascot, and LIMITLESS COMMUNICATIONS.

Permissible Uses

Users may generally use the Cloudonix and Cloudonix Logo trademarks to reference associated products or services. Authorized developers may note their use of the software in advertisements or products, or issue press releases about products built on the platform.

Relationship of Products or Services

Users may indicate a product or service's relationship to Cloudonix offerings using accurate tag lines such as "Cloudonix empowered" or "built with Cloudonix" alongside the product name. Tag lines must be visually distinct from the marks themselves, using different fonts or colors.

Open Source Software

Most open-source licenses exclude trademark rights. Users cannot assume they may use Cloudonix trademark names in distributions derived from Cloudonix source code. Without a license or permission, Cloudonix Trademarks cannot be incorporated into product or distribution names for open-source derivatives. Truthful statements incorporating the trademarks are generally permitted (for example, "OurProduct, derived from Cloudonix"), but the original source code's license terms should be verified.

User Groups

Cloudonix permits use of its marks in non-commercial user-group names that clarify the group's relationship to Cloudonix and prevent confusion. Administrators must not claim trademark rights in the group name, register the name or a related logo with a trademark office, or use it as a registered trade or business name.

Correct Use

Proper use of Cloudonix Trademarks reinforces their role as a brand and prevents them from becoming generic.

• Use a generic term. Pair a generic term with each Cloudonix trademark at first use in text (for example, "the Cloudonix platform").
• Use as adjectives. Cloudonix Trademarks are adjectives, not nouns, and should not be used in possessive or plural forms — "the Cloudonix platform's benefits," not "Cloudonix's benefits."
• Do not vary the trademarks. Do not change the spelling, abbreviate, or combine Cloudonix Trademarks with other marks to create composite marks without permission.

"Cloudonix" As a Trade Name

Trade names are company business names; trademarks and trade names differ, despite many companies using a trade name as a trademark. Using "Cloudonix" as a substitute for Cloudonix Inc. constitutes trade-name use.

Credit Line

Products, packaging, manuals, advertisements, promotional materials, and web pages bearing Cloudonix Trademarks should include: "Cloudonix is a registered trademark of Cloudonix and/or its affiliates. Other names may be trademarks of their respective owners."

Prohibited Uses

Users cannot use the Cloudonix logo, X Logo, Robot Mascot, or the LIMITLESS COMMUNICATIONS tagline without express written permission. Uses that cause confusion as to Cloudonix's sponsorship, affiliation, or endorsement, or that show Cloudonix or its products falsely or derogatorily, are prohibited. This includes use of the marks in company, product, or service names, in Internet domain names, and on merchandise, except as expressly licensed in writing.

Report Usage Violations

Report suspected misuse of logos, trademarks, or copyrighted material to support@cloudonix.io.

Ownership

These guidelines grant no rights, title, or interest in Cloudonix Trademarks beyond using them solely to identify actual use of Cloudonix software or the platform. Customers agree that Cloudonix Trademarks and related intellectual property rights are solely owned by Cloudonix, and that all use and any resulting goodwill benefit Cloudonix exclusively.

Questions Or Requests

For Cloudonix Trademark questions or permission requests, contact the Cloudonix Legal Department:

Cloudonix Inc. 40 W 25th St FL 9 New York, NY 10010 legal@cloudonix.io