CloudFran Master Services Agreement (MSA) – ULTRA+ Enterprise Version
1. Definitions
“Services” means all CloudFran products, modules, features, APIs, AI agents, and related services provided by CloudFran.
“Transaction” means any payment, order, transfer, refund, or financial event processed or facilitated through the Services.
“User” or “Merchant” means any entity or individual accessing or using the Services.
“AI Output” means any content, recommendation, or result generated by CloudFran AI systems.
“Financial Services” means any payment, transfer, or lending-related functionality facilitated through third-party providers.
2. Scope and Acceptance
This Agreement governs access to and use of all CloudFran Services.
By accessing or using the Services, User agrees to this Agreement and all incorporated addenda.
3. Relationship of Documents
This Agreement incorporates all CloudFran product-specific addenda by reference.
In the event of conflict, this Agreement shall control unless expressly stated otherwise.
4. Fees and Payments
CloudFran charges a platform transaction fee of 3.5% + $0.75 per Transaction.
CloudFran may charge fees aligned with processor fees including dispute/chargeback fees (e.g., $15).
All fees are non-refundable except where required by law.
Fees remain due regardless of refunds, disputes, reversals, or processor outcomes.
CloudFran may offset, withhold, or collect amounts owed from any balances or future payouts.
5. Platform Status
CloudFran is a software platform and is not a bank, lender, money transmitter, payment processor, employer, or fiduciary.
CloudFran does not hold funds or act as a financial intermediary.
6. User Responsibilities
User is solely responsible for compliance with all applicable laws and regulations.
User is responsible for content, transactions, customer interactions, and business operations.
7. AI and Automation Disclaimer
AI Outputs are provided for informational purposes only.
CloudFran does not guarantee accuracy, legality, or performance of AI Outputs.
User assumes all risks associated with reliance on AI Outputs.
8. Financial Services Disclaimer
Financial Services are provided by third-party providers.
CloudFran disclaims liability for financial losses, defaults, or regulatory issues.
Features may be restricted by jurisdiction (e.g., Mexico, Nigeria) and may change without notice.
9. Data Security and SOC2 Alignment
CloudFran maintains SOC2-aligned controls including encryption, RBAC, audit logging, monitoring, and incident response.
User acknowledges that no system is completely secure.
10. Liability and Limitations
To the maximum extent permitted by law, CloudFran shall not be liable for indirect, incidental, special, or consequential damages.
CloudFran’s total aggregate liability shall not exceed fees paid in the preceding 3 months.
11. Indemnification
User agrees to indemnify and hold harmless CloudFran from claims arising from misuse, regulatory violations, or business operations.
12. Risk Controls
CloudFran may suspend accounts, impose reserves, delays, holds, or clawbacks to mitigate risk.
13. Termination
CloudFran may terminate or suspend Services at its discretion for compliance or risk reasons.
14. Arbitration
All disputes shall be resolved via binding arbitration (AAA) with a class action waiver.
15. Governing Law
This Agreement is governed by Delaware law with supplemental Georgia enforceability where applicable.
16. Force Majeure
CloudFran shall not be liable for failures due to events beyond its control including outages of cloud providers, AI services, or payment processors.
17. Regulatory Changes
CloudFran may modify Services to comply with legal or regulatory changes without liability.
18. Assignment
CloudFran may assign this Agreement without restriction, including in connection with mergers or acquisitions.
19. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
20. Survival
Provisions related to fees, liability, indemnification, and dispute resolution survive termination.