Terms of Service

Welcome to CloudFran Agents ("Service", "Platform", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of the CloudFran Agents platform, including any software, applications, APIs, and services provided by CloudFran, Inc. ("CloudFran").

By accessing or using our Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Service.

1. Acceptance of Terms

By creating an account or using CloudFran Agents, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. You represent that you have the authority to enter into these Terms on behalf of yourself or the organization you represent.

2. Service Description

CloudFran Agents provides:

• AI-powered customer communication automation
• SMS and voice messaging services via Twilio integration
• Campaign management and analytics
• Multi-tenant SaaS platform for franchises and small businesses
• Automated appointment scheduling and customer engagement tools

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice to active subscribers.

3. Account Registration and Security

3.1 Account Creation

You must provide accurate, current, and complete information during registration. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

3.2 Account Security

You must immediately notify us of any unauthorized access or security breach. We are not liable for any loss or damage from your failure to maintain account security.

3.3 One Account Per Entity

Each business entity may maintain only one active account unless explicitly authorized by CloudFran for multiple locations or franchise operations.

4. Acceptable Use Policy

You agree NOT to use the Service to:

• Violate any laws, regulations, or third-party rights
• Send spam, unsolicited messages, or violate TCPA/CAN-SPAM regulations
• Engage in fraudulent, deceptive, or misleading practices
• Harass, threaten, or abuse others
• Transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems
• Use the Service for prohibited industries (gambling, adult content, illegal substances)
• Scrape, data mine, or reverse engineer the Service

5. Prohibited Industries

In compliance with payment processor restrictions and applicable laws, CloudFran Agents may not be used by businesses in the following industries:

• Adult entertainment or sexually-oriented services
• Gambling, casinos, or games of chance
• Cannabis, marijuana, or CBD products (where prohibited)
• Tobacco or vaping products
• Weapons, explosives, or ammunition
• Payday loans or high-interest lending
• Cryptocurrency mining or unregulated financial services
• Multi-level marketing or pyramid schemes

We reserve the right to immediately suspend accounts found in violation of this policy.

6. Subscription Plans and Billing

6.1 Service Tiers

We offer three service tiers:

• Self-Service: $99-299/month - DIY platform access
• Managed Service: $499-999/month - Expert campaign management
• White Glove: $2,500+/month - Custom AI development and dedicated support

6.2 Payment Terms

Subscriptions are billed monthly in advance. You authorize us to charge your payment method on file for recurring subscription fees. All fees are non-refundable except as required by law.

6.3 Usage Overages

Plans include monthly quotas for AI tokens and SMS messages. Overage charges apply to Pro and Enterprise tiers as specified in your plan. We will notify you when approaching quota limits.

6.4 Price Changes

We may change subscription prices with 30 days' notice. Continued use after price changes constitutes acceptance of the new pricing.

7. Compliance with Communications Laws

7.1 TCPA Compliance

You are responsible for obtaining proper consent before sending SMS or voice messages. You must maintain opt-in records and honor opt-out requests immediately.

7.2 CAN-SPAM Act

All email communications must comply with CAN-SPAM requirements, including accurate headers, clear identification, and functional unsubscribe mechanisms.

7.3 A2P 10DLC Registration

SMS campaigns must be registered with carriers via A2P 10DLC compliance. We assist with registration but you are responsible for maintaining compliance.

8. Data Ownership and License

8.1 Your Data

You retain all ownership rights to data you submit to the Service ("Customer Data"). You grant us a limited license to process Customer Data solely to provide the Service.

8.2 Aggregated Analytics

We may use anonymized, aggregated data for industry benchmarks, product improvements, and analytics. This data will not identify your specific business or customers.

8.3 Data Portability

You may export your data at any time through our platform. Upon termination, we will retain your data for 30 days before permanent deletion.

9. Intellectual Property

The Service, including software, algorithms, trademarks, and content, is owned by CloudFran and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works without our express written permission.

10. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT GUARANTEE UNINTERRUPTED ACCESS, SPECIFIC RESULTS, OR ERROR-FREE OPERATION. WE DISCLAIM ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDFRAN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify and hold harmless CloudFran from any claims, damages, or expenses arising from your use of the Service, violation of these Terms, or infringement of third-party rights.

13. Termination

13.1 By You

You may cancel your subscription at any time through your account settings. Cancellation is effective at the end of the current billing period.

13.2 By Us

We may suspend or terminate your account immediately for violations of these Terms, fraudulent activity, non-payment, or prohibited use. No refunds will be issued for terminated accounts.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.

14.2 Arbitration

Any disputes shall be resolved through binding arbitration under the American Arbitration Association rules, except for intellectual property or injunctive relief claims.

15. Changes to Terms

We may modify these Terms at any time by posting updated Terms on our website. Material changes will be notified via email. Continued use after changes constitutes acceptance.

16. Contact Information

For questions about these Terms, contact us at:
Email: legal@cloudfran.com
Address: CloudFran, Inc., 3070 Windward Plaza, Suite F-138, Alpharetta, GA 30005
Support: support@cloudfran.com

🚀 Addendum A: CloudFran Franchise Workbench

This addendum applies to customers who subscribe to the CloudFran Franchise Workbench product (plan-workbench-starter, plan-workbench-professional, or plan-workbench-enterprise). It supplements and, where it conflicts, overrides the general Terms of Service for that product.

A.1 Scope of the Franchise Workbench

The CloudFran Franchise Workbench ("Workbench") is an AI-powered operational platform designed for franchise businesses and multi-unit physical operators. It provides tools including Business Advisor, Content Writer, Data Analyzer, Employee Coaching, Image Generator, and Operations modules, each powered by large language models and grounded in customer-provided business context.

A.2 Usage Limits and Overages

Each subscription tier includes monthly quotas for generated images, analyzed documents, and deep analyses. Exceeding these quotas on Starter or Professional tiers results in overage billing at the published rates. Enterprise tier customers are subject to a fair-use policy with no hard caps but reserved rate-limiting in cases of abuse or unusual usage patterns. Current quotas and overage rates are published at /Workbench/Pricing and are subject to change with 30 days' notice to active customers.

A.3 The Reinforcement Learning Engine

The Workbench uses aggregated, anonymized data from the CloudFran merchant network to identify operational patterns that produce superior revenue, cost, and margin outcomes, and to surface those patterns as recommendations to individual customers. Your specific merchant-level data is never shared with other customers. The reinforcement learning engine operates exclusively on aggregated, pattern-level data without identifying individual merchants. By subscribing, you grant CloudFran the right to include your operational data (in aggregated, anonymized form) in the learning engine's training set. You may opt out of aggregate-level participation at any time by contacting support@cloudfran.com; opting out does not affect your use of the Workbench but may reduce the quality of personalized recommendations available to you.

A.4 AI Output Disclaimer

The Workbench uses large language models to generate content, analyses, and recommendations. While we strive for accuracy and relevance, AI-generated output may contain errors, omissions, or outdated information, and should not be relied upon as professional legal, financial, tax, medical, or operational advice. You are responsible for reviewing and validating all AI-generated output before relying on it for business decisions. CloudFran makes no warranty regarding the accuracy, completeness, or suitability of AI-generated content for any particular purpose.

A.5 Subscription Changes and Cancellation

You may upgrade, downgrade, or cancel your Workbench subscription at any time from your account settings. Upgrades take effect immediately; downgrades take effect at the start of your next billing cycle. Cancellations take effect at the end of your current billing cycle — you retain access to the Workbench until the end of the period you paid for. No refunds are provided for partial periods except under the 30-day money-back guarantee on your first billing cycle.

A.6 30-Day Money-Back Guarantee

New Workbench customers are entitled to a full refund of their first monthly subscription payment if requested within 30 days of initial purchase and the customer has not materially used the platform (defined as generating more than 5 images, analyzing more than 3 documents, or running more than 2 deep analyses). To request a refund, contact support@cloudfran.com with your account email and the reason for the refund request. Refunds are processed within 5-10 business days.

A.7 Franchisee and Franchisor Relationships

If you subscribe to the Workbench as a franchisee operating under a franchise brand, CloudFran makes no representations about how the Workbench will interact with your franchise agreement, operations manual, or brand standards. You are responsible for ensuring that your use of the Workbench complies with your franchise agreement. CloudFran is not liable for any disputes between franchisees and franchisors arising from use of the Workbench.

📊 Addendum B: Omnitopia Merchant Services

This addendum applies to customers who subscribe to Omnitopia (Omnitopia Starter, Growth, or Enterprise tier) for delivery-platform toll recovery services.

B.1 Scope of Omnitopia Services

Omnitopia provides delivery-platform toll recovery and optimization services through four primary mechanisms: Shadow Brands, Routing Arbitrage, Direct Conversion, and Supply Healing. The specific features available depend on your subscription tier and are published at /Omnitopia/Pricing.

B.2 Third-Party POS and Delivery Platform Integrations

Omnitopia integrates with third-party point-of-sale systems (e.g., Square, Clover, Toast, Lightspeed) and delivery platforms (e.g., DoorDash, Uber Eats, GrubHub) through direct APIs and certified integration partners. Your relationship with those third-party platforms is governed by their own terms of service, which remain in full effect. CloudFran is not a party to your agreements with any delivery platform or POS provider. If a third-party platform changes its API, fees, terms, or policies in a way that affects Omnitopia functionality, CloudFran will make commercially reasonable efforts to adapt but cannot guarantee uninterrupted service.

B.3 Shadow Brand Compliance

The Shadow Brands feature enables you to operate multiple virtual brands from a single physical kitchen. You are solely responsible for ensuring that your use of Shadow Brands complies with the terms of service of each delivery platform you use, with local health department regulations, with food safety requirements, and with any franchise agreement you operate under. CloudFran provides the software tooling but does not warrant that any particular Shadow Brand configuration is permitted on any particular delivery platform.

B.4 Toll Recovery Performance

Omnitopia's marketing materials reference average toll recovery rates (e.g., 22% from Shadow Brands, 6% from Routing Arbitrage, 11% from Direct Conversion) derived from pilot customer data. These figures are illustrative averages and do not guarantee specific recovery amounts for any individual customer. Actual recovery depends on your order volume, market conditions, delivery platform economics, operational execution, and other factors outside CloudFran's control.

B.5 Supplier Intelligence and Competitive Data

The Supply Healing feature compares your supplier invoice pricing against aggregated, anonymized pricing data from the Omnitopia merchant network. Your specific supplier pricing is never shared with other customers in identifiable form. By subscribing, you grant CloudFran the right to include your supplier pricing data (in aggregated, anonymized form) in the supplier intelligence engine. Opting out is available on request; opting out may reduce the accuracy of Supply Healing recommendations available to you.

📞 Addendum C: OmniReceptionist AI Voice Services

This addendum applies to customers who subscribe to OmniReceptionist (Quick Start, Premium, or Professional tier) for AI-powered inbound call handling.

C.1 Scope of OmniReceptionist Services

OmniReceptionist provides AI-powered inbound call handling, including natural language conversation, intent recognition, appointment scheduling, message capture, live transfer, and multi-language support. The service operates 24/7 subject to the uptime commitments in your subscription tier. A Twilio phone number is provisioned for each customer; the Twilio number itself is owned by CloudFran and ported/released according to the Twilio Acceptable Use Policy.

C.2 AI Voice Call Accuracy and Limitations

OmniReceptionist uses large language models (OpenAI GPT-4, Anthropic Claude, or equivalents) combined with speech recognition (Whisper or equivalents) and text-to-speech synthesis (ElevenLabs, Azure Neural, or equivalents) to conduct voice calls. AI voice calls may occasionally produce inaccurate transcriptions, misinterpret caller intent, or generate responses outside the configured knowledge base scope. The service is designed to fail gracefully by transferring to a human or capturing a message when it cannot confidently resolve a caller's request. CloudFran makes no warranty that any particular call will be handled to the customer's or caller's satisfaction.

C.3 Knowledge Base and Hallucination Prevention

The AI is configured to answer only questions that match the knowledge base you provide, and to escalate or capture messages for questions outside that scope. You are responsible for the accuracy and legality of the information in your knowledge base. Do not include medical diagnoses, legal advice, financial advice, binding commitments, or any other content that could create liability if repeated by the AI to a caller.

C.4 HIPAA Business Associate Agreement (Healthcare Add-On Only)

Customers who purchase the Healthcare Secure Messaging Add-On ($99/month) are automatically entered into a HIPAA Business Associate Agreement (BAA) with CloudFran. The BAA is incorporated into this addendum by reference and is available on request. By purchasing the Healthcare Add-On, you represent that you are a Covered Entity or Business Associate under HIPAA and that your use of OmniReceptionist will comply with all applicable HIPAA requirements including minimum-necessary disclosure, audit logging, and breach notification. CloudFran is not responsible for HIPAA violations arising from your configuration of the knowledge base, your staff's handling of transferred calls, or your integration of OmniReceptionist with downstream systems.

C.5 Call Recording and Privacy Notices

OmniReceptionist records the audio and transcript of every call for quality monitoring, training, and dispute resolution purposes. You are responsible for providing any legally required call recording notices to callers at the start of each call (e.g., in two-party-consent states in the US such as California, Florida, Massachusetts, Pennsylvania, Washington, etc.). The default greeting templates include such a notice; if you customize the greeting you must ensure the notice is preserved where legally required.

C.6 Telephony Regulations and Number Portability

Twilio numbers provisioned for OmniReceptionist customers are subject to the FCC's 10DLC and A2P messaging regulations. Customers intending to send SMS messages from their OmniReceptionist number must complete the A2P brand registration before SMS capability is enabled. Number portability is supported; porting in an existing number takes 5-10 business days and requires you to complete a Letter of Authorization.

⭕ Addendum D: CloudMeMoney Trust Circles

This addendum applies to individual users who create or join Trust Circles via CloudMeMoney. It supplements any country-specific disclosures required by local regulators in your launch market.

D.1 Nature of Trust Circles

CloudMeMoney facilitates rotating savings and lending groups ("Trust Circles") among users who know each other personally. CloudMeMoney is a software facilitator, not a bank, lender, or financial institution. The platform does not hold customer deposits, does not underwrite loans, does not guarantee circle payouts, and does not provide investment services. All financial transactions within a Trust Circle are peer-to-peer between the members of that circle.

D.2 Non-Bank Status and No FDIC Insurance

Funds held or transferred through CloudMeMoney are NOT bank deposits and are NOT insured by the FDIC, the Federal Reserve, or any other deposit insurance scheme in any jurisdiction. CloudMeMoney is not a chartered bank or credit union. Your participation in a Trust Circle carries risk including the risk of default by other circle members. Only participate in circles with people you personally trust.

D.3 Per-Market Compliance

CloudMeMoney operates in multiple jurisdictions, each with its own regulatory regime for peer-to-peer lending, rotating savings groups, money transmission, and KYC/AML requirements:

• Mexico: CloudMeMoney complies with CNBV's "Entidades Financieras No Bancarias" facilitator framework.
• Brazil: CloudMeMoney operates under the Banco Central do Brasil Payment Institution ("instituição de pagamento") framework.
• Philippines: CloudMeMoney is registered with the Bangko Sentral ng Pilipinas as an Electronic Money Issuer.
• Nigeria: CloudMeMoney complies with the Central Bank of Nigeria Payment Service Bank framework where applicable.
• Other markets: Refer to the country-specific disclosure presented during signup for your market's specific regulatory posture.

D.4 KYC, AML, and Identity Verification

By signing up you authorize CloudMeMoney to verify your identity using government-issued ID, selfie biometric comparison, and address verification as required by the laws of your country. CloudMeMoney may suspend or terminate your account if it is unable to verify your identity or if you fail to complete enhanced due diligence (EDD) when requested.

D.5 Origination Fee

CloudMeMoney charges a 1.5% origination fee on the total pooled value of each Trust Circle you create or participate in. This fee is deducted automatically when the circle is activated and is the primary revenue model for CloudMeMoney. Additional fees may apply for premium services (Boost+, cross-border remittance, premium support) as disclosed at the point of purchase.

D.6 Dispute Resolution Among Circle Members

Trust Circles are governed by the social trust of their members. CloudMeMoney provides a three-stage dispute mediation flow (automatic reminder, in-app mediation, platform-assisted escalation) but is not a party to the financial obligations between circle members and does not guarantee recovery of contributions in the event of member default.

D.7 Cross-Border Remittance

Diaspora users funding circles in other countries are subject to a 2% cross-border fee in addition to the origination fee. Cross-border transfers are subject to FX conversion, local payment rail fees, and applicable AML screening which may delay or reject suspicious transactions. CloudMeMoney is not liable for losses resulting from FX fluctuation between the time of initiation and settlement.

D.8 Language and Localization

CloudMeMoney provides the platform in multiple languages (English, Spanish, Portuguese, Tagalog, Hindi, Indonesian, Swahili). In the event of a conflict between the English text of this addendum and any translation, the English text controls except where local consumer protection law requires otherwise.