Terms of Service

Date: 11-01-2025

1. AGREEMENT.

These Terms of Service apply to all Services, as defined in Section 2 below, of Kloudi, LLC and its operating affiliates (collectively, "Kloudi") that are provided to or used by you ("You" or "Customer"). By accessing or using the Services, You accept and agree to these Terms of Service, as well as all rules and policies, including privacy policies, published on Kloudi's website (https://kloudi.ai/).

THESE TERMS OF SERVICE CONSTITUTE AN AGREEMENT BETWEEN YOU AND KLOUDI AND GOVERNS YOUR USE OF THE SERVICES (the "Agreement"). PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF THE KLOUDI PLATFORM AND CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND KLOUDI.

THE AGREEMENT REQUIRES YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH KLOUDI AND YOU AGREE TO WAIVE THE ABILITY TO BRING CLAIMS AGAINST KLOUDI IN A CLASS ACTION FORMAT.

BY ACTIVATING OR USING THE SERVICES, YOU REPRESENT AND WARRANT TO KLOUDI THAT YOU ARE OF LEGAL AGE, HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, AND HAVE READ, UNDERSTAND, AND FULLY ACCEPT SERVICES PURSUANT TO THESE TERMS AND CONDITIONS.

These Terms of Service may be modified by Kloudi at any time and at Kloudi's sole discretion. All changes to these Terms of Service shall become effective after they are published on Kloudi's website. Your continued access or use of Kloudi's Services after any change becomes effective constitutes Your acceptance of such change.

2. DESCRIPTION OF SERVICE.

Kloudi provides a web-based application (the "Platform") for managing notification and mobile marketing campaigns including mobile messaging capabilities. The Services governed by these Terms of Services include, without limitation, the Platform and all of its associated programs, features, mobile applications, websites, account portals, and technical support functions (the "Service"). Services are for commercial use only and are not for individual or residential usage. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. You understand and agree that the Service is provided to you on an "AS-IS" basis and that Kloudi assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

You are responsible for obtaining and paying for all hardware, software, equipment and services required to access and use the Service and such services, including without limitation Internet access services. To access the Services, You must have a computer, mobile device, or other hardware that is compatible with the Service. Kloudi does not warrant that Services will be compatible with Your hardware. You acknowledge that Kloudi may release updated versions of its Services and that compatibility of such updates with Your hardware is not guaranteed. It is Your responsibility to maintain and/or obtain all hardware, devices, and equipment necessary for You to access and use the Service.

3. AVAILABILITY OF SERVICES

You acknowledge Kloudi is not a telecommunications service provider, and as such Kloudi does not undertake to transmit text messages as part of its provision of the Services. Rather, all text messages sent by You via the Services will be transmitted over networks owned and operated by underlying telecommunications providers. Text messages sent and received via the Kloudi Services is dependent upon the availability of services provided by such underlying providers. As the availability of these underlying services is not within Kloudi's control, Kloudi cannot and does not guarantee such availability. You acknowledge that Kloudi shall not liable for any loss, financial or otherwise, incurred from the failure of any message to be delivered or received due to unavailability or technical issues associated with these underlying services.

You further acknowledge that the Services may not be available or accessible in all countries. In the event You attempt to access or use the Services outside of the United States, You acknowledge that such access or use is not guaranteed by Kloudi. You are responsible for complying with all local laws governing Your access and use of the Services.

4. YOUR REGISTRATION OBLIGATIONS.

To purchase access to and use the Service, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence. In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Kloudi has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Kloudi has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

5. PAYMENT AND FEES.

Payment can be made by Credit Card or Paypal. In making such payment, You hereby authorize Kloudi to charge your credit card or Paypal account as set forth in the Payment Method section of the Registration Form to a monthly Service fee, and overage fees to Kloudi at the rates set forth on Kloudi's website or agreed upon rate. Information associated with Your Payment Method must be kept current to avoid penalty, suspension, or termination for non-payment. Failure to timely remit any monthly payment may result in suspension or termination of the Services. Your subscription to Kloudi (and the Service available through Kloudi) will commence when your payment for Service is received by Kloudi and last for the duration of the term specified on the Registration Form (the "Term"). Except as otherwise specified on the Registration Form, provision of the Service will automatically renew for additional periods equal to the duration of the Term or for one year, whichever is shorter ("Renewal Term").

AUTOMATIC RENEWAL: BY PURCHASING THE SERVICES FROM KLOUDI, YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBSCRIPTION WILL RENEW UPON THE EXPIRATION OF THE CURRENT TERM OR RENEWAL TERM. YOU ACKNOWLEDGE THAT YOU MUST NOTIFY KLOUDI IN WRITING OF YOUR REQUEST TO CANCEL SERVICES AT LEAST THIRTY (30) BUSINESS DAYS PRIOR TO THE END OF THE CURRENT TERM OR RENEWAL TERM TO AVOID RENEWAL OF YOUR SUBSCRIPTION. IF YOU REQUEST TO CANCEL SERVICES LESS THAN THIRTY (30) BUSINESS DAYS BEFORE THE EXPIRATION OF THE CURRENT TERM OR RENEWAL TERM, YOUR SUBSCRIPTION WILL RENEW AND YOU WILL NOT RECEIVE A REFUND.

6. PRIVACY POLICY.

Registration Data and certain other information about you are subject to our Privacy Policy, which is incorporated by reference into these Terms of Service. Please review our Privacy Policy at https://kloudi.ai/privacy-policy.html. By accessing and using the Services, You consent to the terms of the Privacy Policy. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by Kloudi and its affiliates. Kloudi may reasonably use your name and logo for its investor relations and marketing purposes.

a. Use of Service by California Residents.

In the event You permit California residents to use or access the Services, You understand that Kloudi may collect or store certain personal information relating to such California residents in connection with the provision of Services. Kloudi may, for example, collect or have access to IP addresses or telephone numbers of any third-party users that You permit to use its Services as part and parcel of providing the Services, although Kloudi does not have the ability to identify the information to any particular person in that scenario. You understand that California law permits businesses to collect, use, retain, sell, or disclose consumer information that cannot reasonably identify, relate to, describe, be capable of being associated with, or be linked, directly or indirectly, to a particular consumer, and that Kloudi has in place safe safeguards and processes to ensure that such data is protected from disclosure and is not identified with any person for any purpose. You understand and agree that Kloudi has no responsibility for consumer data collected or used by You and that Kloudi shall not have any liability for such collection or use by You.

7. MEMBER ACCOUNT, PASSWORD AND SECURITY.

You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account designation and are fully responsible for all activities that occur under Your password or account designation. You agree to (a) immediately notify Kloudi of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Kloudi cannot and will not be liable for any loss or damage arising from Your failure to comply with this section and/or from any resulting unauthorized access to Your account. In the event that Kloudi has reason to suspect that use of the Services associated with Your account is fraudulent or otherwise illegal, Kloudi may suspend or terminate the Services at its sole discretion and may report such activity to relevant law enforcement agencies.

8. MEMBER CONDUCT/USE OF SERVICES.

A.

You understand that all information, data, text, software, music, sound, photographs, graphics, audio, video, messages or other materials (collectively or individually, "Content") used or shared in connection with the Services, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not Kloudi, are entirely responsible for all Content that You upload, post, email, transmit or otherwise make available via the Services. Kloudi does not control, approve, or authorize the Content posted via the Services and, as such, does not guarantee the accuracy, integrity, quality, or legality of such Content. Under no circumstances will Kloudi be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, for any unlawful Content, or for any loss or damage of any kind incurred as a result of the use of, or caused by, any Content posted, emailed, transmitted or otherwise made available via the Services. Kloudi is solely a facilitator of the messages sent via the Services and has no visibility into or control over individual messages transmitted using the Services and has no responsibility or liability with respect to the content of any individual message. However, Kloudi may use programmatic means to filter or prescreen Your messages and block Your campaigns or account due to message keywords or other factors that Kloudi has determined, in its sole discretion, suggest Your messages or Content are likely to violate an applicable, rule, regulation, or law.

B. You agree to not use the Service to:

  1. upload, post, text message, email, transmit or otherwise make available any illegal contests or gambling, unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of unlawful solicitation;
  2. send messages or calls to emergency or other public safety services, including without limitation 911, hospitals, police departments, fire departments, and life-line services;
  3. upload, post, text message, email, transmit or otherwise make available any adult, explicit, or obscene Content or Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or that You do not have a right to make available under any law or under contractual or fiduciary relationships;
  4. upload, post, text message, email, transmit or otherwise make available any Content that does not comply with all federal, state, and local laws, including anti-spam acts, consumer protection laws, the Telephone Consumer Protection Act, and the CAN-SPAM Act of 2003;
  5. impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
  6. forge headers or otherwise manipulate identifiers or call detail information in order to disguise the identity of the sender;
  7. upload, post, text message, email, transmit or otherwise make available any material that contains software viruses, phishing schemes, malicious software or any other computer code designed to interrupt, destroy or limit functionality;
  8. stalk or otherwise harass another;
  9. collect or store personal data about other users in connection with the prohibited conduct and activities set forth herein; and/or
  10. upload, post, text message, email, transmit or otherwise make available any material generated by artificial intelligence application without Your review and knowledge as to the accuracy, integrity, quality, and legality of such material.

C.

You acknowledge that Kloudi and its designees shall have the right (but not the obligation) in their sole discretion to prescreen, refuse, or move any Content that is made available or used in connection with the Services.

D.

You acknowledge, consent and agree that Kloudi may access, preserve, and disclose Your account information and Content if required to do so by law or if Kloudi determines in good faith that such access, preservation or disclosure is reasonably necessary.

E.

You guarantee that the subscribers (i.e., message recipients) to Your account have granted You express consent to send them messages of the type that You intend to send them, in accordance with all applicable federal, state, and local laws and regulations. You agree that You will not access, import, or use any third-party list of phone numbers or otherwise send any unsolicited messages while using the Service.

F.

You shall use Kloudi's service in compliance with all governing laws, regulations, rules, and orders.

G.

You agree that You are responsible for any breach of this Agreement by Your employees, agents, or any other users of Your Services.

H.

You understand that, subject to the provisions of this Agreement, Kloudi grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the Services selected by You during the Term and any Renewal Terms solely for Your internal business purposes.

I.

You acknowledge that messages You send using the Services may be subject to or restricted by federal, state, or local laws governing the sending of voice, text, or electronic messages. By using the Services, You represent that You are familiar with all such laws and agree to comply with all such laws in using the Services.

16. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. KLOUDI EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATIONS, WARRANTIES, OR PROMISES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

B. KLOUDI MAKES NO REPRESENTATIONS, WARRANTIES, OR PROMISES AS TO THE SERVICE OR PLATFORM, INCLUDING WHETHER THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

18. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT KLOUDI SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES.

THE MAXIMUM TOTAL DOLLAR AMOUNT OF LIQUIDATED DAMAGES FOR ANY AND ALL OF YOUR CLAIMS SHALL NOT EXCEED THE FEES PAID TO KLOUDI FOR YOUR USE OF THE SERVICE.

22. DISPUTE RESOLUTION.

ANY DISPUTE ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE SETTLED AND DETERMINED BY BINDING INDIVIDUAL ARBITRATION IN MIAMI, FLORIDA IN ACCORDANCE WITH THE PROVISIONS OF THE FEDERAL ARBITRATION ACT. EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR ARBITRATION ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT AS A CLASS ACTION.

24. MISCELLANEOUS.

A. Choice of Law and Forum.

This Agreement and the relationship between You and Kloudi shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and Kloudi agree to submit to the personal and exclusive jurisdiction of the courts located within Miami, Florida.

B. Relationship of the Parties.

Nothing in this Agreement is intended by You or Kloudi to create or be construed as a joint collaborative venture, partnership, agency relationship, fiduciary relationship, or relationship of any kind between You or Kloudi.

C. Waiver and Severability of Terms.

The failure of Kloudi to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

J. Notices.

You shall make all notices to Kloudi under this Agreement in writing to 308 W Hallandale Beach Blvd, Hallandale Beach, FL 33009.

Contact Information

For questions about these Terms of Service, please contact us:

Email: Info@kloudi.ai

Address: 308 W Hallandale Beach Blvd, Hallandale Beach, FL 33009