WhetCloud Terms and Conditions

1. Definitions

"Client" means the individual or entity purchasing or using paid Services. "User" means any person accessing the Online Services. "WhetCloud," "we," "us," and "our" mean the WhetCloud business identified in the applicable Order Document. "Services" means the professional, subscription, support, hosting, and other services WhetCloud provides. "Online Services" means our websites, applications, portals, and online tools. "Deliverables" means the work product expressly identified for delivery in an Order Document. "Order Document" means an accepted proposal, quote, order form, statement of work, change order, or similar document.

2. Agreement Structure and Priority

These Terms apply together with each Order Document. If documents conflict, the following order controls unless the parties expressly agree otherwise in writing: (a) a signed master services agreement; (b) a signed data processing addendum; (c) the applicable Order Document; and (d) these Terms. A purchase order is for administrative convenience only and does not modify the agreement unless WhetCloud expressly accepts the modification in writing.

3. Eligibility Accounts and Authority

You must be at least 18 years old and legally capable of entering into a contract. You must provide accurate information, keep account credentials confidential, promptly notify WhetCloud of suspected unauthorized access, and remain responsible for activities conducted through your account. You may not share credentials except with authorized personnel under your control.

4. Services and Project Delivery

WhetCloud will perform the Services described in the applicable Order Document using commercially reasonable skill and care. Scope, milestones, assumptions, acceptance criteria, dependencies, delivery dates, support levels, and fees are determined by that Order Document. Dates are estimates unless expressly stated as binding.

Client will provide timely decisions, content, access, credentials, personnel, testing, approvals, and other cooperation reasonably required. WhetCloud is not responsible for delay, additional cost, or performance issues caused by Client, a third party, inaccurate information, unavailable systems, or a change in requirements.

Unless an Order Document states otherwise, Client must review each Deliverable promptly and provide specific written notice of any material failure to meet the agreed acceptance criteria within 10 business days after delivery. If Client does not provide notice within that period, or uses the Deliverable in production, the Deliverable will be deemed accepted. WhetCloud will use commercially reasonable efforts to correct a timely reported material nonconformity.

5. Changes to Scope

Requests outside the agreed scope require a written change order or revised Order Document. A change may affect fees, staffing, milestones, technical architecture, and delivery dates. WhetCloud is not required to begin out-of-scope work until the parties approve the change in writing.

6. Fees Payment and Taxes

Client will pay the fees and reimbursable expenses stated in the Order Document. Unless otherwise stated, invoices are due within 15 calendar days. Deposits and prepaid fees are nonrefundable once work is scheduled or performed, except as expressly stated in the Order Document or required by law.

Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Client will reimburse reasonable collection costs. WhetCloud may suspend Services after written notice if an undisputed payment remains overdue, provided the suspension does not waive Client's payment obligations.

Fees exclude sales, use, excise, value-added, withholding, and similar taxes. Client is responsible for applicable taxes, except taxes based on WhetCloud's net income. If law requires withholding, Client will provide valid documentation and cooperate in seeking available exemptions or credits.

7. Client Content Responsibilities

Client retains ownership of information, data, text, images, trademarks, software, instructions, and other materials supplied by or for Client ("Client Content"). Client grants WhetCloud and its approved subcontractors a limited, nonexclusive license to use Client Content only as necessary to perform, secure, support, and improve the contracted Services, subject to the applicable agreement and privacy commitments.

Client represents that it has all rights and permissions necessary for WhetCloud to use Client Content as directed, and that Client Content and Client's instructions do not violate law or third-party rights. Client is responsible for the accuracy, quality, legality, and backup of Client Content unless backup services are expressly included.

8. Intellectual Property

Each party retains all rights in technology, content, methods, tools, templates, know-how, and other materials it owned or developed independently of the engagement ("Background Materials"). WhetCloud retains ownership of its Background Materials, reusable code, frameworks, libraries, development tools, processes, generalized skills, and improvements that do not disclose Client Confidential Information.

Upon WhetCloud's receipt of all amounts due for the applicable project, Client will own the custom Deliverables expressly identified as Client-owned in the Order Document, excluding WhetCloud Background Materials, third-party materials, open-source software, and hosted or subscription components. To the extent WhetCloud Background Materials are embedded in a Client-owned Deliverable, WhetCloud grants Client a perpetual, worldwide, nonexclusive license to use them solely as part of that Deliverable for Client's internal business and intended commercial use.

Third-party and open-source components remain subject to their own license terms. WhetCloud may identify material third-party dependencies known at delivery. Client must not remove proprietary notices or use any component in a manner that violates its applicable license.

If Client provides feedback or suggestions, WhetCloud may use them without restriction or payment, provided WhetCloud does not identify Client or disclose Client Confidential Information.

9. Artificial Intelligence Services

AI-enabled Services may use third-party models, platforms, or infrastructure disclosed in the applicable Order Document or service documentation. AI output may be incomplete, inaccurate, nonunique, or unsuitable for a particular purpose. Client must independently review and validate AI output before relying on it for legal, medical, financial, employment, safety-critical, or other high-impact decisions.

Client must not submit regulated, confidential, personal, or sensitive information to an AI feature unless the applicable Order Document and data terms expressly permit it. Ownership and permitted use of AI inputs and outputs are subject to applicable law, the Order Document, and any third-party provider terms. WhetCloud does not guarantee that AI output is eligible for intellectual-property protection or free of third-party claims.

10. Confidentiality

Each party may receive nonpublic information that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to personnel, professional advisers, and subcontractors who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can document: (a) is publicly available without breach; (b) was already lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the disclosing party's Confidential Information. Legally compelled disclosure is permitted if the receiving party gives prompt notice when lawful and reasonably cooperates in seeking protection.

11. Privacy and Security

WhetCloud will handle personal information in accordance with its then-current Privacy Policy and applicable law. If WhetCloud processes personal data on Client's behalf, the parties may enter into a data processing addendum appropriate to the processing. Client is responsible for providing required notices, obtaining required consents, configuring its use of the Services, and responding to individuals as required by law.

WhetCloud will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the information and Services. No system is completely secure, and WhetCloud does not guarantee that unauthorized access, loss, or disruption will never occur. Client must use reasonable security practices, including strong credentials, access controls, current software, and secure transmission methods.

12. Acceptable Use

You may not use the Services to:

• Violate any law, regulation, court order, contract, or third-party right.
• Transmit malicious code, conduct unauthorized security testing, bypass controls, or interfere with systems or users.
• Misrepresent identity, impersonate another person, facilitate fraud, or distribute deceptive or unlawful content.
• Copy, reverse engineer, scrape, resell, or exploit the Services except as expressly permitted by law or written agreement.
• Use the Services to develop or train a competing product using WhetCloud's confidential or proprietary materials without written permission.
• Submit content that is unlawful, infringing, defamatory, abusive, or that exposes personal or sensitive data without authorization.

13. Third Party Services

The Services may integrate with cloud platforms, payment processors, app stores, model providers, APIs, hosting providers, communications services, or other third parties. Third-party services are governed by their own terms, fees, availability, and privacy practices. WhetCloud is not responsible for a third party's acts, omissions, service changes, outages, or security, but will reasonably cooperate in diagnosing integration issues within WhetCloud's scope.

14. Warranties and Disclaimers

WhetCloud warrants that professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices. Client's exclusive remedy for breach of this warranty is re-performance of the affected Services, if Client gives written notice within 30 days after performance. If re-performance is not commercially reasonable, WhetCloud may refund the fees paid for the affected Services.

Except for the express warranty above and to the maximum extent permitted by law, the Services and Online Services are provided "as is" and "as available." WhetCloud disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and noninfringement. WhetCloud does not warrant uninterrupted or error-free operation, specific business results, or compatibility with systems not identified in the Order Document. Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

15. Indemnification

Client will defend, indemnify, and hold harmless WhetCloud and its personnel from third-party claims, damages, liabilities, and reasonable legal fees arising from Client Content, Client's unlawful or unauthorized use of the Services, Client's products or business operations, or Client's breach of Sections 7 or 12.

WhetCloud will defend Client from a third-party claim that a custom Deliverable created solely by WhetCloud and used as authorized infringes a United States patent, copyright, or trademark, and will pay finally awarded damages or an approved settlement. WhetCloud has no obligation for claims arising from Client Content, Client instructions, modifications not made by WhetCloud, combinations not supplied by WhetCloud, continued use after notice, or third-party and open-source components. WhetCloud may procure continued use, modify or replace the affected item, or terminate it and refund prepaid unused fees for that item.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement. A settlement may not admit fault by or impose nonmonetary obligations on the indemnified party without its written consent.

16. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, business opportunity, goodwill, or data, even if advised of the possibility.

Except for Client's payment obligations, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, indemnification obligations, fraud, willful misconduct, or liability that cannot legally be limited, each party's aggregate liability arising from or relating to the agreement will not exceed the fees paid or payable to WhetCloud under the Order Document giving rise to the claim during the 12 months before the event giving rise to liability.

17. Suspension and Termination

Either party may terminate an Order Document for a material breach that remains uncured 15 days after written notice, or immediately if the breach cannot be cured. WhetCloud may suspend access when reasonably necessary to address a security threat, unlawful use, material harm, or overdue undisputed payment, and will use reasonable efforts to provide notice when circumstances permit.

On termination, Client will pay for Services performed, approved expenses, noncancelable commitments, and completed or partially completed milestones through the termination date. Each party will return or destroy the other's Confidential Information upon request, subject to legal retention and routine backup practices. Provisions that by their nature should survive will survive, including payment, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, dispute terms, and general provisions.

18. Governing Law and Disputes

These Terms and each Order Document are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Before filing a claim, the parties will attempt in good faith for at least 30 days to resolve the dispute through business representatives with authority to settle. Unless an Order Document states otherwise, state and federal courts located in Collin County, Texas will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. Either party may seek temporary or injunctive relief to protect confidential information, intellectual property, systems, or data. Mandatory consumer protections and small-claims rights that cannot be waived remain unaffected.

19. Online Services Content and Links

Online Services content is provided for general information and may be changed without notice. WhetCloud owns or licenses the Online Services and their content, branding, layout, and software. Subject to these Terms, WhetCloud grants Users a limited, revocable, nontransferable right to access them for lawful business purposes. Links to third-party websites do not imply endorsement, and WhetCloud is not responsible for third-party content or practices.

20. Publicity

Neither party may use the other party's name, logo, or trademarks in public marketing without prior written consent. If an Order Document expressly permits portfolio or case-study use, WhetCloud may identify Client and describe the project only within that permission and without disclosing Client Confidential Information.

21. Export and Sanctions Compliance

Each party will comply with applicable export-control, sanctions, and trade laws. You may not access or use the Services where prohibited, for a prohibited end use, or on behalf of a restricted party.

22. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disturbance, labor disruption, government action, utility or internet failure, cyberattack by a third party, epidemic, or failure of a critical supplier, provided the affected party uses reasonable efforts to mitigate the impact. This section does not excuse payment obligations for Services already provided.

23. Changes to These Terms

WhetCloud may update these Terms for future use of the Online Services by posting a revised version and effective date. Material changes will apply prospectively and, when required, WhetCloud will provide additional notice. Changes to an active Order Document require written agreement unless the Order Document expressly incorporates updated online terms. Continued use after the effective date of a valid update constitutes acceptance where permitted by law.

24. General Provisions

Neither party may assign an Order Document without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. WhetCloud may use qualified subcontractors and remains responsible for their performance within the contracted scope.

The parties are independent contractors. These Terms do not create a partnership, franchise, fiduciary, employment, or agency relationship. No third party is a beneficiary. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect.