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Cloudsway Website and Service Terms of Use

Welcome to Cloudsway!

These Cloudsway Website and Service Terms of Use (these “Terms”) is a legal agreement between Cloudsway (as used in these terms, “Clousdway”, “we” or “us” refer to Cloudsway Pte. Ltd. and its affiliates) and you or the entity you represent (hereinafter, “Customer” or “you”). These Terms apply to: (i) our official websites (e.g., www.cloudsway.ai) or portals that post a link to these Terms (collectively, the “Websites”); and (ii) any products or services you purchase from Cloudsway which contain or refer to these Terms (collectively, the “Services”). By browsing our Websites or using the Services, you agree to be bound by these Terms. If you do not agree to or wish to be bound by these Terms, then you may not access or otherwise use Cloudsway’s Websites and Services.

Cloudsway reserves the right to update or modify these Terms at any time, with changes taking effect immediately upon posting on our Websites.

1.the Use of Cloudsway Services

  1. Cloudsway’s Websites and Services are not intended for children or minors. The definition and minimum age of children and minors is set forth in relevant applicable laws. Children and minors should not sign up to use our Services. By agreeing to these Terms, you hereby represent and warrant to us that you are at least eighteen (18) years of age.

  2. Cloudsway Services hereunder include, but not limited to, application programming interfaces (APIs), API access tokens, HTML scripts, data import tools, and other software as applicable (collectively, “APIs”), as well as programmatic APIs and web interfaces developed by Cloudsway for hosting, using, fine-tuning and training AI models. Additionally, Cloudsway will provide service-related professional consulting, technical support and after-sales maintenance services.

  3. Subject to these Terms and your applicable order form, Cloudsway hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term of the applicable order form solely for your business operations.

  4. To use the Services, Customer must register and obtain a Cloudsway console account (“Account”). For Account registration, you agree to provide accurate information during registration and keep it updated. Cloudsway may suspend or terminate your account if your information is incorrect or outdated, and will not be liable for any resulting issues.

  5. You are responsible for maintaining the confidentiality of all usernames, passwords, and other access credentials of your Account. If you permit third parties to access your Account, you do so at your own risk and you acknowledge that the third party may obtain, modify, or delete your Account data and settings.

  6. You hereby confirm that you, as well as your authorised users, will at all times use Cloudsway Services in compliance with these Terms and all applicable laws and regulations, and will not damage the legitimate interests of any third party. You agree to (i) use commercially reasonable efforts to prevent unauthorised access to the Services, including without limitation by protecting the passwords and other access credentials, and (ii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Services. In the event of any known or suspected unauthorised use of the Services, Customer shall notify Cloudsway promptly.

  7. You shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise attempt to create or derive the source code underlying the Services; (ii) attempt to probe, scan or test the vulnerability of the Services, or breach any security or authentication measures without proper authorization, or wilfully render any part of the Services unusable; (iii) use or access the Services to develop a product or service that is competitive with Cloudsway’s products or services or engage in competitive analysis or benchmarking; (iv) transfer, distribute, resell, lease, license, or assign the Services or otherwise offer the Services on a standalone basis; (v) make calls through the API that exceed limits on the number and frequency of such calls, or take any action that imposes an unreasonable or disproportionately heavy load on the API or the Services or that negatively affects the ability of others to access or use the API or Services; (vi) introduce any virus, worm, Trojan horse, malware, or other malicious code through the API or to the Services; (vii) otherwise use the Services in violation of applicable laws or outside the scope expressly permitted hereunder or in the applicable order form.

  8. For the purposes of using Cloudsway Services, you may provide Cloudsway with your personal data, such as your name, position, contact information, billing information, etc. Cloudsway has implemented and maintained a comprehensive security program in accordance with industry standards. For further information about how Cloudsway protects your personal data, please see Cloudsway Privacy Policy.

  9. The Services are subject to modification and upgrade from time to time. No guarantees are made with respect to the Services’ quality, stability, uptime or reliability for the purposes of these Terms, unless otherwise agreed between the you and Cloudsway in a separate order form.

2.Prohibited Activities

  1. Customer shall not, and shall not allow or cause any person, engage in any of the following prohibited activities:

  2. Engage in, facilitate, or allow any illegal, unlawful, infringing, harmful, or fraudulent activities that violate any applicable laws and regulations.

  3. Communicate any message or material that is libellous, harmful to minors, obscene or constitutes pornography.

  4. Infringes the intellectual property rights of any third party or is otherwise unlawful.

  5. Abuse our Websites or Services, or create a security risk to Cloudsway’s systems.

  6. Violate any term of Cloudsway's policies and agreements, including but not limited to the Privacy Policy, Cookie Policy, Terms of Use, etc.

  7. The activities described above are not an exhaustive list but serve as illustrative examples of conduct deemed inappropriate, illegal, or otherwise harmful to Cloudsway’s business reputation, networks, or services, and are therefore prohibited when using our Websites and Services. Cloudsway will cooperate with any law enforcement authorities or courts and, upon their request or direction, may disclose the identity or location of anyone posting any material that breaches these provisions.

3.Fees and Payment

  1. Cloudsway has the right to determine the fees for paid services, and the specific service fee shall be based on the standards published on the relevant service pages. You may select and pay for the corresponding services according to your needs.

  2. By completing the payment according to the fee standards for a specific service published by Cloudsway, you enter into a contract with Cloudsway for the purchase of that service. Except as specified in special agreements for the corresponding paid services you have purchased or if the inability to use the service is solely due to Cloudsway’s fault, we will not refund the payments you have made for using the service.

  3. If you have any questions when purchasing services, you may consult through the customer service contact information provided on each service page, or contact us through the contact methods specified in section 10(8) hereunder.

4.Intellectual Property

  1. Except for the limited rights expressly granted to Customer hereunder, Cloudsway exclusively owns and retains all right, title, and interest in and to the Website, the Services and all related data. Unless with the written consent of Cloudsway, nobody may use, modify, copy, publicly disseminate, alter, spread, distribute or publish the programs or contents of our Websites and Services.

  2. Cloudsway may provide you with infrastructure to access, modify, or otherwise use models trained by third parties. For the intellectual property rights involved in the products, services and technologies offered by third parties, Cloudsway has been duly licensed by those third parties. Nonetheless, third-party model may have its own specific terms and conditions. It is your responsibility to comply with such terms. In case of any conflict between these Terms and those terms of third-party model, the terms of third-party model shall prevail.

5.Confidentiality

  1. For the purposes of these Terms, “Confidential Information” refers to any confidential or proprietary information disclosed by one party (“Disclosing Party”) to another party (“Receiving Party”), either orally or in writing, that is marked as confidential or should reasonably be considered confidential given the nature of the information or the context of its disclosure. This includes, but is not limited to, technical, operational, marketing, billing, pricing, and commercial details related to the provision of Services.

  2. The Receiving Party’s obligation of confidentiality does not apply to information that it can prove: (i) was publicly available before being received by the Receiving Party or became public through no fault of the Receiving Party; (ii) was lawfully obtained from a third party who had no obligation to the Disclosing Party and without restrictions on use or disclosure; or (iii) was independently developed by the Receiving Party or its employees, consultants, or agents without reference to the Disclosing Party’s Confidential Information.

  3. The Receiving Party agrees to use Confidential Information solely as permitted by these Terms, or as explicitly authorized in writing by the Disclosing Party. Access to Confidential Information will be limited to employees and service providers of the Receiving Party who need to know such information to fulfill their duties as outlined here and who are bound by confidentiality obligations at least as stringent as those in these Terms. The Receiving Party will protect the Confidential Information with the same care it uses to protect its own similar confidential information, but no less than reasonable care. Upon written request, the Receiving Party will destroy or return all copies of Confidential Information to the Disclosing Party.

  4. The Receiving Party acknowledges that any breach of confidentiality could cause significant damage to the Disclosing Party. Therefore, in addition to any other remedies available, the Disclosing Party is entitled to seek immediate injunctive relief in the event of a breach, without needing to post a bond or prove irreparable harm.

6.Indemnification

  1. Cloudsway agree to defend you against any claim, demand, suit, or proceeding (collectively, “Claim”) made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a Singaporean patent, copyright or trademark. Cloudsway will indemnify you for any damages finally awarded against you in connection with any such Claim, provided that (a) you promptly notify Cloudsway of such Claim; (b) Cloudsway retains the sole and exclusive authority to defend and/or settle any such Claim; and (c) you reasonably cooperate with Clousway in connection therewith. Cloudsway’s indemnification obligation hereunder shall be limited to $1,000 (one thousand dollars). This indemnification does not apply to any claims arising out of your non-compliance or violation of any third-party terms associated with your use, modification, or redistribution of third-party models provided through the Services.

  2. Customer agrees to indemnify, defend and hold harmless Cloudsway, as well as its directors, shareholders and employees, from and against any claims, liabilities, losses or damages arising out of or in connection with Customer’s breach of these Terms or use of the Services.

7.Disclaimers

  1. THE SERVICES PROVIDED BY CLOUDSWAY ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLOUDSWAY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU DO SO AT YOUR OWN RISK AND DISCRETION AND THAT CLOUDSWAY HAS NO OBLIGATION TO MONITOR, CONTROL, OR VERIFY THE CONTENT OR DATA TRANSMITTED THROUGH ITS SERVICES.

  2. CLOUDSWAY DOES NOT GUARANTEE THAT: (I) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERRORS OR DEFECTS; (III) THE RESULTS OBTAINED FROM USING THE SERVICES WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; (IV) ANY CONTENT, DATA, OR MATERIALS ACCESSED THROUGH THE SERVICES WILL BE OF SATISFACTORY QUALITY, FREE FROM ERRORS, OR MEET YOUR EXPECTATIONS.

  3. CLOUDSWAY SHALL NOT BE LIABLE FOR ANY CONSEQUENCES RESULTING FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON INSIGHTS OR DATA DERIVED FROM AI MODELS. FURTHERMORE, CLOUDSWAY IS NOT RESPONSIBLE FOR ANY THIRD-PARTY PLATFORMS OR SERVICES THAT MAY INTERACT WITH OR INTEGRATE INTO CLOUDSWAY'S SERVICES.

8.Limitation of Liability

  1. To the fullest extent permitted by applicable laws, and except for obligations related to indemnification, gross negligence, willful misconduct or infringement or misappropriation of the other party's intellectual property rights, neither party shall be liable to the other under these Terms for: (i) any indirect, special, incidental, consequential or punitive damages, including but not limited to damages for loss of use, lost profits or interruption of business, even if such damages were foreseeable or if the party was advised of the possibility of such damages; or (ii) any aggregate liability in excess of the amounts paid by Customer during the twelve (12) months preceding the claim, excluding Customer’s payment obligation.

9.Force Majeure.

Except with respect to payment obligations hereunder, neither party will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

10.Miscellaneous

  1. Term and Termination. These Terms shall commence on the Effective Date and shall remain in effect until you no longer use our Websites or Services, or until terminated by Cloudsway.

  2. Effect of Termination. Upon expiration or termination of these Terms, all rights and obligations will immediately terminate, except for those provisions that by their nature are intended to survive, including but not limited to provisions regarding payment, intellectual property, confidentiality, disclaimers, indemnification, limitations of liability and miscellaneous.

  3. Publicity. Cloudsway may disclose the fact that Customer is obtaining Services from Cloudsway in our promotional materials. If you prefer not to be identified in such materials, please notify us through marketing@cloudsway.ai, and we will stop doing so upon receipt of your request without undue delay.

  4. Assignment. Neither party hereto may assign or transfer any rights or obligations under these Terms without the other party’s prior written consent, except that either party may assign these Terms without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment by either party in violation hereof will be null or void. Subject to the foregoing, these Terms will be binding on the parties and their successors and assigns.

  5. Independent Contractors The parties to these Terms are independent contractors. Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship.

  6. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

  7. Governing Law and Dispute Resolution. These Terms shall be governed by the laws of Singapore, exclusive of its rules governing choice of law and conflict of laws. All disputes arising under these Terms shall be brought in the Court of Singapore, and the parties hereby submit and consent to the exclusive jurisdiction and venue thereof.

  8. Contact. If you have any questions about these Terms, please contact us at info@cloudsway.ai