These Terms of Service (“Terms”) are a binding agreement between Cloudfleet GmbH, Kolonnenstraße 8, 10827 Berlin, Germany (“Cloudfleet”) and you, whether you use the Services as an individual or on behalf of a company or other organization (“Customer”, “you”). Cloudfleet and Customer are each a “Party” and together the “Parties”.
1. Scope
1.1 These Terms apply to the use of the Cloudfleet Services and of the websites at cloudfleet.ai and related domains (the “Sites”). They apply to business customers within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) (“Business Customers”) and to consumers within the meaning of § 13 BGB, meaning natural persons who use the Services for purposes outside their trade, business or profession (“Consumers”). Provisions that apply only to Business Customers or only to Consumers say so.
1.2 These Terms consist of this document, the Acceptable Use Policy in Annex 1 (“AUP”), and the Data Processing Agreement under Section 6.3 (“DPA”). The Privacy Policy explains how Cloudfleet processes personal data as a controller; it is information, not part of the contract. Participation in the Cloudfleet Partner Program is governed by the separate Partner Terms.
1.3 In case of conflict, the following order of precedence applies: (i) an individually agreed Order; (ii) a master services agreement, where executed between the Parties; (iii) the DPA; (iv) these Terms, including the AUP. Individually negotiated agreements take precedence over these Terms (§ 305b BGB). Terms and conditions of Customer, including those in a purchase order, do not apply, even if Cloudfleet does not object to them.
1.4 By creating an account, placing an Order or otherwise using the Services, you accept these Terms. If you accept them on behalf of an organization, you confirm that you are authorized to bind it, and “Customer” refers to that organization.
2. Definitions
2.1 “Affiliate” of a Party means any entity that, directly or indirectly, controls, is controlled by, or is under common control with that Party, where “control” means ownership or control of more than 50% of the voting interests.
2.2 “Authentication Key” means any access key, application key or authentication key necessary for using an Authorized API.
2.3 “Authorized API” means the application programming interfaces developed and enabled by Cloudfleet that permit Customer to access functionality of the Services.
2.4 “Beta Services” means features of the Services made available to Customer at no additional charge and designated as beta, pilot, limited release, non-production, early access, evaluation, labs or similar.
2.5 “Cloudfleet Property” means (i) the Services, (ii) the Documentation, and (iii) all content, materials and software supplied by Cloudfleet in connection with, or used by Cloudfleet in providing, the Services.
2.6 “Confidential Information” means all information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) that is marked as confidential or that a reasonable person would consider confidential given its nature and the circumstances of disclosure. Cloudfleet’s Confidential Information includes the Cloudfleet Property and all Orders. Confidential Information does not include information that the Receiving Party can show (i) is or becomes generally known to the public without breach of an obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before its disclosure; (iii) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (iv) was received from a third party without breach of an obligation owed to the Disclosing Party.
2.7 “Customer Property” means any data, including source code, content, text, images and other materials, supplied by Customer to Cloudfleet directly or indirectly, for example through the Services or an integration with a Third Party Product.
2.8 “Documentation” means the documentation and instructional material that Cloudfleet makes generally available to its customers regarding the use of the Services.
2.9 “Fees” means the fees for the Services under Section 5.
2.10 “Order” means an order for the Services placed by Customer online in the user interface, or an ordering document agreed by the Parties, that is governed by these Terms.
2.11 “Services” means the software services and platform provided by Cloudfleet, including Cloudfleet Kubernetes Engine (CFKE), Cloudfleet Container Registry (CFCR), the Cloudfleet Console and other user interfaces, the Authorized APIs and the command-line interface, and all updates and upgrades to them.
2.12 “Sub-processor” means any third-party processor engaged by Cloudfleet to process personal data contained in Customer Property on behalf of Customer, as listed in the DPA. Service providers that Cloudfleet uses only for its own processing as an independent controller, as described in the Privacy Policy, are not Sub-processors.
2.13 “Third Party Products” means applications, systems or services used by Customer but not supplied by Cloudfleet that interoperate with the Services, for example cloud provider accounts or hardware on which Customer runs its nodes.
2.14 “Users” means all persons who access Customer’s account on the Services.
3. Account
3.1 The Services can only be used with an account. To create one, Customer provides contact information, log-in credentials and, for paid Services, payment and billing information (“Registration Information”). Customer keeps its Registration Information current and accurate.
3.2 Customer keeps its credentials and Authentication Keys confidential, uses appropriate security measures such as strong passwords and multi-factor authentication, and does not share account access with third parties without Cloudfleet’s prior consent. Customer notifies Cloudfleet without undue delay of any actual or suspected unauthorized access to its account. Customer is responsible for managing which Users have access to its account and for the actions of its Users, and ensures that its Users comply with these Terms. Cloudfleet may rely on information and instructions given by Customer’s Users within their access rights.
3.3 Customer may not use the Services if it is a direct competitor of Cloudfleet, except with Cloudfleet’s prior consent.
4. Services
4.1 Subject to these Terms and payment of the applicable Fees, Cloudfleet grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term of the agreement, in accordance with the Documentation and any Order.
4.2 Each Order describes the ordered Services, any usage limits, the applicable Fees and other agreed terms. Unless an Order states otherwise, the Fees are those published at cloudfleet.ai/pricing or shown in the user interface before Customer places the Order.
4.3 Customer complies with the Platform Guidelines in Annex 2 and with the AUP, and ensures that its Users do the same.
4.4 Cloudfleet develops the Services further and may change their features, provided the agreed core functionality is maintained and the change is reasonable for Customer. Cloudfleet may discontinue a Service with at least three (3) months’ notice in text form; Fees paid in advance for the period after discontinuation are refunded.
4.5 Cloudfleet may temporarily suspend the Services for planned maintenance. Cloudfleet uses reasonable efforts to announce planned maintenance in advance and to schedule it to minimize disruption.
4.6 Beta Services. Cloudfleet may make Beta Services available at no charge, and Customer decides whether to use them. Beta Services are intended for evaluation and not for production use, are not covered by support or service level commitments, and may be subject to additional terms presented to Customer. Unless stated otherwise, a Beta Services trial ends one year after its start. Cloudfleet may discontinue Beta Services at any time. For Business Customers, Sections 8 and 10.1 do not apply to Beta Services; Section 9 applies.
4.7 Third Party Products. Customer is responsible for obtaining the rights and credentials needed to use Third Party Products and for operating them, and may need to accept agreements directly with their providers, such as end-user license agreements for hardware drivers. Cloudfleet is not responsible for the availability of Third Party Products or for data exchanged directly between Customer and their providers, but uses reasonable efforts to keep the Services interoperable with them. If Customer gives a Third Party Product access to its account, the provider of that product is not a Sub-processor of Cloudfleet.
4.8 Open source software. The Services include open source software. Its use is subject to the applicable open source licenses, which are presented with the Services or are publicly available.
5. Fees and payment
5.1 Customer pays the Fees for the Services it orders and uses. Fees are quoted and payable in euros. Fees are stated without VAT unless stated otherwise; Consumers are shown the total price including VAT before they place an Order.
5.2 Usage-based Fees are billed monthly in arrears; fixed Fees are due at the time of the Order or at the interval stated in it. If Customer provides a credit card or other payment method (“Payment Method”), Cloudfleet charges it for all Fees when due. If Cloudfleet does not collect a Payment Method, it invoices Customer at the e-mail address on file, and invoices are payable within thirty (30) days of the invoice date.
5.3 If Customer is in default of payment, Cloudfleet may charge default interest at the statutory rate (§ 288 BGB). For Business Customers, Cloudfleet may additionally charge the lump sum of €40 under § 288 (5) BGB. Customer reimburses Cloudfleet for fees for declined or reversed payments charged by the payment processor, to the extent Customer is responsible for them. If Customer is in default of payment, Cloudfleet may suspend the Services after notice in text form until payment is made.
5.4 Customer is responsible for all taxes, duties and similar charges arising from the Services, except taxes on Cloudfleet’s net income. If Cloudfleet is required to pay such taxes, Customer reimburses Cloudfleet.
5.5 Cloudfleet may change the Fees for future usage with at least thirty (30) days’ notice in text form. Customer may terminate the agreement or the affected Order before the change takes effect. Fixed Fees under an Order with a fixed term change only at the start of a renewal term.
5.6 Promotional Benefits. Cloudfleet may at its discretion grant promotional credits, discounts, vouchers or promotional codes (each a “Promotional Benefit”), applied by Cloudfleet to Customer’s account or redeemed by Customer by entering a code. Each Promotional Benefit is a promotional price reduction on Cloudfleet’s own charges. Cloudfleet meters and prices Customer’s usage in full in every case, and a Promotional Benefit is applied only against the resulting charges to reduce the amount payable on Customer’s invoice; it is never used in place of payment and is never itself consideration for any goods or services. A Promotional Benefit confers no right to receive goods or services and no right to any payment. Promotional Benefits have no monetary or cash value, are non-refundable and non-transferable, cannot be sold, exchanged or paid out, can only be used by Customer, and apply solely to amounts Customer owes Cloudfleet for Cloudfleet Services, regardless of Cloudfleet’s own supplier or infrastructure costs; they cannot be used to pay, or to reduce any amount Customer owes directly to, any third party. Any amount or “remaining value” shown is the remaining reduction available, not a stored balance, deposit, e-money or means of payment. Promotional Benefits apply only to the Services identified when they are issued and may be subject to further conditions presented at that time. Cloudfleet may revoke a Promotional Benefit for abuse, misrepresentation of account information, unauthorized transfer or illegal conduct. Unless an earlier expiry date is stated, a Promotional Benefit expires twelve (12) months after it was issued, and any unused amount lapses without compensation. Services used under signup credits are provided for evaluation.
6. Data protection and security
6.1 Hosting. Cluster data is stored in the control plane region, and container images in the CFCR region, that Customer selects from Cloudfleet’s available regions. Remote access by Cloudfleet personnel and Sub-processors, and DNS services provided over a global network, may take place from outside that region, as described in the DPA.
6.2 Security. Cloudfleet implements appropriate technical and organizational measures to protect Customer Property against accidental or unauthorized access, loss or disclosure, as described in the DPA. Customer is responsible for configuring the Services securely and for the security of its own nodes, workloads and Third Party Products.
6.3 Data Processing Agreement. Where Cloudfleet processes personal data on behalf of Customer, the Data Processing Agreement applies and forms part of these Terms. It governs the Parties’ rights and obligations for such processing, including the engagement of Sub-processors and transfers to third countries. Customer may obtain a copy countersigned by Cloudfleet by signing the DPA online, as described on the DPA page.
6.4 Sub-processors. Cloudfleet may use Sub-processors, who may access Customer Property, to provide the Services, as set out in the DPA. Cloudfleet is responsible for its Sub-processors as for its own acts.
6.5 Usage and log data. When Customer or Users interact with the Services, Cloudfleet records information such as IP addresses, browser and device type, and requests and actions in the Console, API and CLI. Cloudfleet processes this information as an independent controller to provide, bill and secure the Services, to prevent fraud and abuse, and to analyze and improve the Services, as described in the DPA and the Privacy Policy. Cookies and similar technologies that are not strictly necessary are used only with the User’s consent.
6.6 Usage Information. Cloudfleet may use data about the use of the Services in aggregated and anonymized form (“Usage Information”) to compile statistics, analyze and improve the Services, and describe their performance, including publicly, provided that Usage Information contains no Customer Property and does not identify Customer or any User.
7. Intellectual property and confidentiality
7.1 Customer retains all rights in the Customer Property. Customer grants Cloudfleet a non-exclusive, royalty-free right to use the Customer Property solely as needed to provide the Services. Personal data contained in Customer Property is processed only in accordance with the DPA.
7.2 Cloudfleet retains all rights in the Cloudfleet Property and the Sites, including their design, code, graphics, trademarks and logos. Except for the rights expressly granted in these Terms, no rights are granted to Customer.
7.3 If Customer or its Users provide suggestions, enhancement requests or other feedback about the Services (“Feedback”), Cloudfleet may use it without restriction and without compensation.
7.4 A Business Customer grants Cloudfleet a non-exclusive, revocable right to use its name and logo to identify it as a customer of the Services. The Business Customer may revoke this right at any time in text form.
7.5 Each Party protects the other Party’s Confidential Information with at least the care it applies to its own confidential information of a similar kind, during the term of the agreement and for three (3) years afterwards. The Receiving Party may disclose Confidential Information to its Affiliates, officers, employees, subcontractors and advisers who need to know it and are bound by confidentiality obligations. If the Receiving Party is required by law or by a court or authority to disclose Confidential Information, it notifies the Disclosing Party in advance where legally permitted. When the agreement ends, the Receiving Party returns or deletes the Disclosing Party’s Confidential Information on request, except copies it must keep by law.
8. Warranties
8.1 Cloudfleet provides the Services as described in the Documentation and the applicable Order. The statutory provisions on defects apply, subject to Section 9 and the following provisions.
8.2 For Business Customers, claims for defects expire one (1) year after the claim arises and Customer becomes aware of it, except for claims under Section 9.1. The Services are not designed for high-risk activities in which a failure could lead to death, personal injury or environmental damage.
8.3 For Consumers, the statutory provisions on digital products (§§ 327 et seq. BGB) apply without restriction.
8.4 Customer warrants that it has all rights needed to use the Customer Property with the Services, and that it does not use the Services unlawfully or in a way that infringes the rights of third parties.
8.5 Information on the Sites is provided for general information. Cloudfleet corrects errors on the Sites when it becomes aware of them, and may refuse or cancel an Order that is based on an obvious pricing or product error.
9. Liability
9.1 Cloudfleet is liable without limitation for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), for injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz), under any guarantee Cloudfleet has expressly assumed, and for fraudulently concealed defects.
9.2 In cases of slight negligence (leichte Fahrlässigkeit), Cloudfleet is liable only for breach of an essential contractual obligation (Kardinalpflicht), meaning an obligation whose fulfillment makes the proper performance of these Terms possible in the first place and on whose fulfillment Customer regularly relies. In that case, Cloudfleet’s liability is limited to the damage that is typical for the contract and foreseeable when the contract was concluded.
9.3 For Business Customers, Cloudfleet’s aggregate liability in cases under Section 9.2 is further limited to the Fees paid and payable by Customer under these Terms during the twelve (12) months before the event giving rise to the claim.
9.4 For loss of data, Cloudfleet’s liability under Section 9.2 is limited to the effort required to restore the data from the backups Customer is responsible for under Annex 2, paragraph 4.
9.5 This Section 9 applies to all claims, whether in contract, tort or otherwise, including claims under the DPA, and to the personal liability of Cloudfleet’s employees, representatives and agents.
10. Indemnification
10.1 Cloudfleet defends Customer against claims by third parties alleging that the use of the Services in accordance with these Terms infringes a patent, copyright, trademark or trade secret of that third party (“Infringement Claim”), and indemnifies Customer against the resulting damages and reasonable costs. If the Services are, or in Cloudfleet’s reasonable opinion are likely to become, subject to an Infringement Claim, Cloudfleet may at its option and expense procure the right for Customer to continue using them, replace or modify them so that they are non-infringing and functionally equivalent, or terminate the affected Services and refund Fees paid in advance for the period after termination. Cloudfleet has no obligation for Infringement Claims to the extent they arise from Customer Property, from the combination of the Services with products not supplied by Cloudfleet, from modifications not made by Cloudfleet, or from Customer’s breach of these Terms or applicable law (“Excluded Claims”).
10.2 Customer defends Cloudfleet against claims by third parties, and indemnifies Cloudfleet against the resulting damages and reasonable costs of legal defense, to the extent they arise from (i) Customer Property; (ii) use of the Services by Customer or its Users in breach of these Terms, including the AUP, or applicable law; or (iii) an Excluded Claim. This does not apply where Customer is not responsible for the breach.
10.3 The indemnified Party notifies the indemnifying Party of the claim without undue delay, gives it control of the defense and settlement, and provides reasonable assistance. The indemnifying Party does not settle a claim in a way that adversely affects the indemnified Party without its prior consent, which may not be unreasonably withheld.
11. Term, suspension and termination
11.1 The agreement starts when Customer creates an account or places its first Order and runs for an indefinite period. Orders with a fixed term run for the term stated in them and renew for the same period unless either Party gives notice of non-renewal at least thirty (30) days before the end of the current term. Cloudfleet gives at least thirty (30) days’ notice of price increases that take effect on renewal.
11.2 Customer may terminate the agreement at any time by closing its account; Orders with a fixed term end at the end of their term, subject to Section 11.8. Cloudfleet may terminate the agreement with thirty (30) days’ notice in text form, but not during the term of an Order with a fixed term.
11.3 Each Party may terminate the agreement or an Order for good cause without notice (§ 314 BGB). Good cause for Cloudfleet includes material breach of these Terms that Customer does not remedy within thirty (30) days of notice in text form, and default of payment of a material amount for more than thirty (30) days.
11.4 Cloudfleet may suspend access to the Services, in whole or in part, if (i) Cloudfleet reasonably believes that Customer or a User is in material breach of these Terms, including the AUP; (ii) Customer’s use of the Services affects, or is likely to affect, the availability, performance or security of the Services for others; (iii) Cloudfleet suspects in good faith that a third party has gained unauthorized access to Customer’s account; (iv) Customer is in default of payment (Section 5.3); or (v) Cloudfleet is required by law or by a court or authority to suspend the Services. Cloudfleet limits the suspension to what is necessary, notifies Customer, and lifts the suspension once its reason no longer applies. Customer remains liable for Fees during a suspension it is responsible for.
11.5 Upon termination, Customer’s right to use the Services ends, Customer stops using them, and all Fees owed become due.
11.6 Where Customer terminates to switch to another provider or to its own infrastructure, Section 11.8 applies. Where Cloudfleet terminates the agreement or an Order, including for non-payment or breach, Cloudfleet notifies Customer in text form at least fourteen (14) days before deleting Customer Property and may suspend the Services during that period. No such notice is required where immediate deletion is required by law or necessary to stop abuse of the Services or a threat to their security. Personal data contained in Customer Property is deleted in accordance with the DPA. Backups are erased automatically within thirty (30) days of deletion. Cloudfleet does not keep any other copy of Customer Property, except where required by law.
11.7 Provisions that by their nature are intended to survive termination remain in effect, in particular Sections 5, 7, 9, 10, 11.6, 11.8 and 14.
11.8 Switching and data portability. This Section 11.8 implements Articles 23 to 26 and 29 of Regulation (EU) 2023/2854 (Data Act).
- (a) Exportable data. Export is self-service: Customer may export the following data at any time during the term, through standard interfaces and with industry-standard tools such as
kubectland OCI-compliant registry clients, without assistance from Cloudfleet: (i) Kubernetes objects stored in the cluster data store, through the Kubernetes API of each cluster, as YAML or JSON; (ii) container images and artifacts stored in CFCR, through the OCI Distribution API, in OCI image and artifact formats; (iii) the configuration of Fleets, clusters and other resources created through the Authorized APIs, through those APIs as JSON; and (iv) invoices, through the user interface as PDF. Data specific to the internal functioning of the Services is not exportable where its export would expose Cloudfleet’s trade secrets or compromise the security of the Services, including control plane internals, infrastructure logs and internal metering data. - (b) Initiating switching. Customer may initiate switching to another provider of data processing services, or to its own infrastructure, at any time by notice in text form to Cloudfleet or by requesting the closure of its account. No notice period applies unless an Order provides for one, which shall not exceed two (2) months. An Order with a fixed term may provide for proportionate early termination charges.
- (c) Transitional period. After the notice period, Cloudfleet continues to provide the Services for a transitional period of up to thirty (30) days, during which Customer completes the export. During switching, Cloudfleet provides reasonable assistance, acts with due care to maintain business continuity, and informs Customer of known risks to the continuity of the Services. If the transitional period is technically unfeasible, Cloudfleet notifies Customer within fourteen (14) working days of the switching request, states the reasons, and may extend the period to up to seven (7) months. Customer may extend the transitional period once, for a period it considers more appropriate.
- (d) Data retrieval period. After the transitional period, Customer may retrieve its exportable data for at least thirty (30) days. Customer may end this period early by confirming that switching is complete, including by requesting the closure of its account after deleting its resources.
- (e) End of the agreement and erasure. The agreement ends upon successful completion of switching, of which Cloudfleet notifies Customer, or at the end of the notice period where Customer requests only the erasure of its data. After the data retrieval period, Cloudfleet erases all exportable data and digital assets of Customer, including from backups, which are erased automatically within thirty (30) days. Personal data is deleted in accordance with the DPA.
- (f) Charges. Cloudfleet does not charge for switching or for data egress. Fees for Services used during the notice and transitional periods remain payable at the applicable rates.
- (g) Information. Information on the jurisdiction of the infrastructure used to provide the Services and on the measures against unlawful governmental access to data is published on the security and data protection page.
- (h) Customer infrastructure. Nodes, data and services in Customer’s own cloud provider accounts or on its own hardware are Third Party Products under Customer’s control and are not subject to this Section 11.8.
12. Changes to these Terms
12.1 Cloudfleet may change these Terms with effect for the future where there is a valid reason, in particular a change in law or case law, a change to the Services, or new security requirements, provided the change does not significantly alter the balance between the Parties’ obligations. Changes to the Fees are governed by Section 5.5. Changes to the DPA, including its list of sub-processors, are governed by §§ 8.3, 8.4 and 13.5 of the DPA.
12.2 Cloudfleet notifies Customer of changes in text form at least six (6) weeks before they take effect, and explains them. Customer may object to the change or terminate the agreement before the change takes effect.
12.3 For Business Customers, a change is deemed accepted if the Business Customer does not object before it takes effect. Cloudfleet points out this consequence in the notice. If a Business Customer objects, the agreement continues on the existing Terms, and either Party may terminate it with effect from the date the change would have taken effect.
12.4 For Consumers, a change that is not required by law and that affects the Consumer’s rights or obligations takes effect only with the Consumer’s consent. If a Consumer does not consent, the agreement continues on the existing Terms, and Cloudfleet may terminate it under Section 11.2.
13. Consumer provisions
Right of withdrawal
Consumers have the following right of withdrawal.
Right of withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract.
To exercise the right of withdrawal, you must inform us (Cloudfleet GmbH, Kolonnenstraße 8, 10827 Berlin, Germany, e-mail: [email protected]) of your decision to withdraw from this contract by an unequivocal statement (for example a letter sent by post or an e-mail). You may use the model withdrawal form below, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.
Model withdrawal form
(Complete and return this form only if you wish to withdraw from the contract.)
To Cloudfleet GmbH, Kolonnenstraße 8, 10827 Berlin, Germany, e-mail: [email protected]:
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service (*):
Ordered on (*):
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only if this form is notified on paper):
Date:
(*) Delete as appropriate.
Dispute resolution
Cloudfleet is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle) under § 36 of the German Consumer Dispute Resolution Act (VSBG).
14. Miscellaneous
14.1 Notices. Cloudfleet may send notices and service communications, such as release notes, changes to the Privacy Policy, security notices and information on incidents, to the e-mail address on file or through the Services. Notices to Cloudfleet are sent to [email protected]. Notices of termination require text form. Communications under these Terms are made in English.
14.2 Export control and sanctions. The Services are subject to EU and German export control and sanctions law, including Regulation (EU) 2021/821. Customer represents that neither it nor any person controlling it is located in a country subject to comprehensive EU sanctions or listed on the EU consolidated list of persons, groups and entities subject to financial sanctions. Customer does not use, export or transfer the Services in breach of applicable export control or sanctions law.
14.3 Anti-corruption. Customer confirms that it has not received or been offered any bribe, kickback or other improper payment or benefit from Cloudfleet’s employees or representatives in connection with these Terms or an Order, other than reasonable gifts and hospitality in the ordinary course of business, and notifies Cloudfleet without undue delay if it is offered one.
14.4 Force majeure. Neither Party is liable for failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, such as natural disasters, pandemics, war, civil unrest, labor disputes at third parties, governmental action, or failure of public utilities or networks. If such an event prevents Cloudfleet from providing the Services for more than thirty (30) days, either Party may terminate the agreement by notice.
14.5 Assignment. Customer may not assign its rights or obligations under these Terms without Cloudfleet’s prior consent; § 354a of the German Commercial Code (HGB) remains unaffected. Cloudfleet may assign the agreement in its entirety to an Affiliate or to a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of its business related to the agreement. Cloudfleet notifies Customer of the assignment, and Customer may terminate the agreement within one month of the notice.
14.6 Relationship. The Parties are independent contractors. These Terms do not create a partnership, joint venture, agency or employment relationship.
14.7 Affiliates. An Affiliate of Customer may order Services under these Terms by placing an Order with Cloudfleet, and is then bound by these Terms as a Customer.
14.8 Governing law. These Terms and all disputes arising out of or in connection with them are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). For Consumers, this choice of law does not deprive them of the protection of the mandatory provisions of the law of the country in which they have their habitual residence.
14.9 Jurisdiction. If Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is Berlin, Germany.
14.10 Severability. If a provision of these Terms is or becomes invalid or unenforceable, the remaining provisions remain in effect. The statutory provisions apply in place of the invalid provision (§ 306 BGB).
14.11 Entire agreement. These Terms, together with any Order and the DPA, constitute the entire agreement between the Parties regarding the Services and supersede all prior proposals, negotiations and communications on that subject.
14.12 Copyright notices. If you believe that content on the Sites or in the Services infringes your copyright, notify [email protected] with a description of the work, the location of the content, your contact information, and a statement that you believe in good faith that the use is not authorized. Cloudfleet reviews notices and acts in accordance with applicable law, including the German Copyright Act (Urheberrechtsgesetz) and Directive (EU) 2019/790.
14.13 Third-party links. The Sites may contain links to third-party websites. Cloudfleet is not responsible for their content, products or privacy practices.
14.14 Company information. Cloudfleet GmbH, Kolonnenstraße 8, 10827 Berlin, Germany. Commercial register: HRB 279792 B, Amtsgericht Berlin-Charlottenburg. Managing Director: Yegor Tokmakov. Contact: [email protected].
Annex 1: Acceptable Use Policy
This Acceptable Use Policy describes uses of the Services that are not allowed. It applies to Customer and its Users; Customer ensures that its Users comply with it. Capitalized terms have the meaning given in the Terms.
1. Illegal, infringing and harmful uses. You may not use the Services in violation of applicable law, or for or in connection with:
- (a) infringement or misappropriation of copyrights, trademarks, trade secrets or other intellectual property;
- (b) fraud, forgery, or theft or misappropriation of funds, payment card data or personal information;
- (c) deceptive practices such as impersonating another service for phishing or pharming;
- (d) threatening, harassing, defamatory or extortionate content, or content that harms Cloudfleet’s reputation;
- (e) child sexual abuse material, non-consensual intimate imagery, illegal pornography, or content that incites hatred or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- (f) illegal gambling, criminal marketplaces, or distribution of pirated media.
2. Security and interference. You may not use the Services to violate, or attempt to violate, the security or integrity of the Services or of any network or system, or to interfere with other customers’ use of the Services or with Cloudfleet’s ability to provide them. This includes:
- (a) accessing non-public areas of the Services or other systems without authorization, or circumventing authentication;
- (b) probes, port scans, vulnerability scans, penetration tests or load tests against the Services or third-party systems without authorization;
- (c) denial-of-service attacks, flooding, or forged or non-standard protocol headers, such as altered source addresses;
- (d) distributing malware, viruses, spyware, worms or other malicious code;
- (e) unauthorized network monitoring or packet capture;
- (f) operating open proxies, open mail relays or open recursive DNS resolvers;
- (g) web crawling at a rate that impairs the crawled servers;
- (h) use beyond commercially reasonable limits that impairs Cloudfleet’s ability to provide the Services;
- (i) violating the acceptable use policy or terms of service of another provider, such as an Internet service provider or domain registry.
3. Prohibited activities. You may not create or use an account to circumvent a suspension or termination by Cloudfleet. You may not use the Services for mining cryptocurrency, or for high-risk activities such as the operation of nuclear facilities, air traffic control or life-support systems, where a failure could lead to death, personal injury or environmental damage.
4. Spam. You may not use the Services to send unsolicited bulk e-mails or other unsolicited bulk communications, to collect responses from them, or to harvest e-mail addresses or other personal data without consent. You comply with the laws applicable to commercial communications, including the German Act Against Unfair Competition (UWG) and the GDPR.
5. Restricted uses. You may not use the Services in connection with terrorism, human trafficking, narcotics or arms trafficking, or the development, production or use of nuclear, chemical or biological weapons or other weapons of mass destruction.
6. Domains and IP addresses. You keep valid information on file with your domain registrar for any domain hosted on the Services, and use only IP addresses assigned to you by Cloudfleet. If you register a DNS record or zone on Cloudfleet-operated DNS services for a domain of which you are not the registrant, Cloudfleet may modify, transfer or delete it at the registrant’s request.
7. Reporting violations. Report violations of this AUP to [email protected]. Cloudfleet may investigate suspected violations and may report activity it believes to be unlawful to law enforcement or other competent authorities. Cloudfleet discloses personal data processed under the DPA only where required by law and in accordance with § 6.8 of the DPA.
8. Consequences. If you violate this AUP, Cloudfleet may remove or disable access to the content or resources concerned, block traffic, and suspend or terminate the Services under Section 11 of the Terms.
Annex 2: Platform Guidelines
1. Account. You comply with Section 3 of the Terms regarding Registration Information, credentials and Users.
2. License restrictions. Except as expressly permitted in the Documentation or an Order, you may not: (i) sell, resell, rent, lease or otherwise distribute the Services; (ii) access the Services to build a similar or competing product, or monitor them for benchmarking or competitive purposes; (iii) copy, modify, translate or create derivative works of the Cloudfleet Property; (iv) reverse engineer, disassemble or decompile software included in the Cloudfleet Property, except as permitted by law; or (v) remove or alter copyright or other proprietary notices in the Services.
3. Regulated data. The Services are not certified under PCI DSS, and Cloudfleet does not enter into business associate agreements under HIPAA. You decide whether the Services are suitable for the data you process with them, including special categories of personal data and data subject to sector-specific regulation.
4. Configuration and backups. You are responsible for configuring and using the Services properly and for the security, protection and backup of your Customer Property, which may include encryption and regular backups. Cloudfleet backs up cluster data stores as described in Annex 2 of the DPA to keep the Services available. These backups do not replace your own backups.
5. Authorized APIs. You use the Authorized APIs in accordance with the Documentation and correct non-compliant usage without undue delay. You restrict Authentication Keys to authorized personnel, are responsible for all activity under your Authentication Keys, and notify Cloudfleet without undue delay of unauthorized use. Cloudfleet may revoke Authentication Keys in connection with a permitted suspension.
6. Connectivity. You are responsible for the network connections between your systems and the Services, including software that supports current transport security protocols. Cloudfleet is not responsible for networks it does not own or operate.
7. Responsibility for usage. The Services are a tool in which Users have broad discretion over the processing of Customer Property. Unless an event is caused by Cloudfleet’s failure to provide the Services in accordance with the Terms, you are responsible for all activity in your account, including the Customer Property processed and the data generated or published through your use of the Services.
8. Monitoring. Cloudfleet may monitor the use of the Services, to the extent permitted by the DPA, to comply with applicable law, enforce the Terms and the AUP, detect and address fraud, security or technical issues, respond to support requests, and protect the rights and safety of Cloudfleet, its customers and the public.