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Developer Terms

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Developer Terms

These Cloudhands.ai Developer Terms (“Developer Terms”) together with the Cloudhands.ai Terms of Service (“Terms of Service”) available at https://help.cloudhands.ai/hc/en-us/articles/34882399629211-Terms-of-Service and any other documents referenced therein, including the Cloudhands.ai Privacy Policy and Cloudhands Credits Policy will become the “Agreement” between your company and Cloudhands.ai.  The Agreement is entered into as of the date that you accept these Cloudhands.ai Developer Terms set forth below by either clicking “Accept” or by otherwise transacting business on www.Cloudhands.ai (the “Site”) and are applicable as between Cloudhands, Inc., a Delaware corporation (“Cloudhands”), and the entity that is providing Product(s) to Cloudhands Users that are listed on the Site and made available on or via Developer’s own websites or applications (“Developer Site”), whether it be yourself or the business entity that you legally represent (“Developer”). Cloudhands and Developer may be referred to individually as a “Party” and collectively as the “Parties.” In the event of a conflict among these Developer Terms, the Terms of Service, Acceptable Use Policy (AUP), Cloudhands.ai API Terms, Credits Policy and Privacy Policy, the order of precedence shall be: (a) the Developer Terms, (b) Credits Policy, (c) the Terms of Service, and (d) the remaining terms and policies.  In order to be approved as a Developer, Developer must establish a “Developer Account” by acknowledging the Agreement and providing account details and identification to Cloudhands.  Developer must keep its Developer Account in good standing, remain Active and comply with the terms of the Agreement.  Remaining “Active” requires that Developer must login to the Developer Account at least once each calendar quarter.  Cloudhands reserves the right to terminate any Developer Accounts that are not Active upon thirty (30) days’ notice to Developer and Developer acknowledges that termination of their Account may result in forfeiture of Credits that are otherwise redeemable under these Developer Terms.

By listing your own (or licensed) products and services (collectively “Product(s)”) for sale to users of the Site through a user’s use of “Credits” as described in the Credits Policy (in any case “Cloudhands Users” or simply “Users”), Developer hereby agrees to be legally bound by the terms of this Agreement including the Credits Policy, Terms of Service, AUP and including by reference, the Privacy Policy, each as such terms are applicable to Developers as described therein. Developer’s connection to the Site through the API is also governed by the Cloudhands.ai API Terms [https://help.cloudhands.ai/hc/en-us/articles/45369849084699-API-Terms]. Capitalized words not defined in these Developer Terms have the meaning ascribed to them in the Terms of Service.

Overview:

Cloudhands owns and manages the Site, offering Users an immersive platform to view and obtain content either on the Site or by links to Developer Sites for Users enjoyment of Products as made available by Developer and other third-parties.  Cloudhands intends to allow Developer to list its Products to Users and use “Credits” to purchase or access Products through the Site.  Developer’s use of Credits as its digital currency for Users’ purchase and/or use of Developer’s Products is governed by the Credits Policy.  Cloudhands grants Developer a limited license to connect its Developer Sites to the Site via API in order to provide links to Developer Sites from the Site and to facilitate the exchange of Credits between Developer/Users and Cloudhands.  Cloudhands owns and manages the Platform, providing Users with the ability to view, interact with, and generate AI-driven content, including content contributed by other Users, and to access Products offered on the Site or through linked Developer Sites. Developer Sites must comply with the Agreement, including the AUP terms related to Developer Sites in order to connect to the Site and to accept Credits through the Site.

  1. Authorization and Cloudhands Restrictions

    1. Reservation of Rights 

      Except as specified in this Agreement, Cloudhands does not gain any rights to the Product(s), Developer Site(s) or related Intellectual Property Rights (as defined herein). All rights to Products and the Developer Site(s) remain with Developer and its licensors.

    2. License to Developer 

      Subject to Cloudhands’ approval of the Product(s) to be listed on the Site and Developer’s compliance with this Agreement, Cloudhands grants Developer a limited, revocable, worldwide license to list approved Product(s) on the Site via API and link Developer’s Site to the Site. 

    3. Representations and Warranties

      1.3.1 Title 

      Developer confirms that they have the necessary rights, titles, and interests in all Product(s) that are listed on the Site as described in any documentation or descriptions that are made available by Developer through the API and listed on the Site.

      1.3.2 Non-Infringement 

      Developer guarantees that the Product(s) do not, and will not, infringe on any third-party Intellectual Property Rights. Neither Cloudhands’ nor Users use of the Product(s) under the applicable license will infringe on third-party rights.

      1.3.4 Virus

      Developer warrants that the Product(s) do not, and will not, contain any harmful code or devices (e.g., viruses, Trojan horses, time bombs) that could lock, disable, erase, or interfere with the use of the Product(s) by Cloudhands or Users, nor will they require any intervention to function properly.

  2. Payment Terms
    1. Use of Credits

If Product(s) are made available to Users on the Site using Credits then Developer shall comply with, and hereby acknowledges that Developer has read and understood the Credits Policy.

  1. Payouts

Developer will be entitled to a payout of equivalent United States Dollars (USD) after such time that Developer’s registered, in-good-standing, account has reached a Credits threshold as determined by Cloudhands (“Payout”).  Payments will be made by Cloudhands automatically if the requisite threshold described below for Developer’s Credits are established by Developer.  If Developer is found to be in violation of the Agreement, including the Credits Policy and/or AUP, or any violation of applicable law related to Developer’s activities on the Site or its Products made available on the Site, then Cloudhands may, in its sole discretion, restrict Payouts to Developer.  Payouts will occur only after the cumulative Credits threshold is attained when Cloudhands recognizes that the Credits associated with Developer’s registered account exceed two U.S. Dollars (USD $2.00), subject to any minimum payment thresholds, refund adjustments, or chargebacks as described in the Credits Policy.

  1. Taxes

Upon establishing the Developer Account, Developer agrees to provide Cloudhands with their taxpayer name, taxpayer identification number, and any other information reasonably requested by Cloudhands, ensuring that the information remains accurate by updating their account details. If Developer fails to provide this information or if it is inaccurate, Cloudhands may: (i) suspend Payouts to Developer; (ii) suspend the API linked Developer Sites related to any of Developer’s Products on the Site; and/or (iii) immediately terminate this Agreement by providing written notice to Developer.

  1. Clawback

Cloudhands shall be subject to reduction, offset, and recovery from Developer (each, a “Clawback”) in the event Developer breaches this Agreement, and/or any other written agreement between the Parties. If Cloudhands reasonably determines that a Clawback is warranted, then Cloudhands shall provide Developer with written notice detailing the amount of the Payout(s) subject to Clawback, the reasons for the Clawback, and any supporting documentation (the “Clawback Notice”). Developer agrees to pay to Cloudhands the amount identified in such Clawback Notice, along with all costs and expenses incurred by Cloudhands in connection with the event triggering such Clawback, within ten (10) days of receiving the Clawback Notice.

  1. Developer Obligations and Rights
    1. Requested Information

During the Term (as defined below), Developer must provide Cloudhands with any forms, agreements, tasks, or other requirements Cloudhands requests to assess the quality and availability of the Product(s) Developer lists through the Site. This may include providing documents, such as, financial statements, tax returns, balance sheets, cash flow statements, or other information requested by Cloudhands. Cloudhands has the right to decide whether to list any Product(s) on the Site.

Cloudhands is not limited to making decisions based only on the information provided by Developer. Cloudhands may also consider any other available information, such as background check results or publicly available information.

Cloudhands reserves the right to remove any Product(s) from the Site by providing Developer with ten (10) days' written notice. However, if Cloudhands believes that the Product(s) may infringe on intellectual property, privacy, or other rights of third parties, Cloudhands reserves the right to remove the Product(s) immediately upon written notice to Developer. Cloudhands may also take other actions as necessary to protect its own interests and those of its Users, including issuing a Clawback Notice.

  1. Promotional Materials

Developer will provide Cloudhands with promotional materials, including text, images, videos, brand assets, and other content (collectively "Promotional Materials"). Developer grants Cloudhands a worldwide, royalty-free license to use these materials to market and list Developer’s Product(s) on the Site.

 

Developer is fully responsible for the accuracy and content of the Promotional Materials, including any descriptions, terms, features, and benefits of the Product(s) (the “Product Listing”).

  1. User Support

Developer will provide Tier 1 and Tier 2 User support for Users who purchase or access Products, including addressing all support requests via Developer’s online system or email (each, a “Support Request”). Developer must respond to each Support Request within 4 days and resolve it within 14 days, ensuring the User can access and use the Product as described in the Product Listing or Promotional Materials, to Cloudhands’ satisfaction.

 

If Developer fails to meet these requirements, Cloudhands may refund affected Users and deduct the amount from any Pay Out owed to Developer or reclaim it through a Clawback. If Developer stops providing support or if the Product becomes consistently unavailable, Cloudhands may enforce its rights under this Agreement.

  1. Products Descriptions and Truthfulness

Developer must ensure that the Product(s) listed on the Site always match the details in the Product Listing, Promotional Materials, and any other statements made about the Product(s) that a User would reasonably associate with it.

  1. User Complaints

Developer must notify Cloudhands of any communications from Users regarding: (i) non-conformance of Products with the Product Listing or Promotional Materials; (ii) changes to Promotional Materials; (iii) changes to the Product Listing; (iv) allegations of intellectual property or privacy violations; (v) changes in Product availability or features; and (vi) User dissatisfaction with the Products or support services.

  1. Changes to Developer’s Business

Developer must provide Cloudhands at least 30 days' written notice of any significant changes to their business that could affect Cloudhands or Users. If Developer cannot provide this notice 30 days in advance due to circumstances beyond their control, they must notify Cloudhands as soon as possible via email (using the contact email at the end of these Developer Terms). Significant changes include: (i) any price or feature changes to the Developer's Products on the Site; (ii) insolvency, liquidation, bankruptcy, or dissolution of Developer; and (iii) a merger, acquisition, or transfer of most or all of Developer’s assets or employees to another entity (a "Successor Entity"). These events are referred to as "Corporate Transaction Events."

  1. Notices to Cloudhands

Developer must respond in writing to any communications or inquiries from Cloudhands regarding Products, Promotional Materials, Product listings, or this Agreement within 14 days of receiving them. If Developer fails to meet these communication, approval, or cooperation requirements, Cloudhands may, at its discretion: (i) remove or suspend Developer’s access to the Site; (ii) require removal or suspension of Developer’s Products from the Site; (iii) withhold payment of any Pay Out to Developer; (iii) Clawback any Pay Out from Developer; or (iv) take other appropriate actions.

  1. Business Terms Related to Products

Upon written request, Developer must provide Cloudhands with any terms that apply to Users in exchange for using the Products. Developer must ensure that these terms and conditions align with the terms in this Agreement, as well as Cloudhands' privacy policy, especially regarding the Products, Developer’s obligations, and the availability of the Products. Additionally, Developer must make sure that their terms comply with all relevant laws, rules, and regulations. The terms in this Section shall survive termination of the Agreement.

  1. Fraud/Deceptive Practices

If Cloudhands suspects, at its sole discretion, that Developer or any third parties acting on behalf of Developer have engaged in fraud, deceptive practices, or other improper actions, Cloudhands may, at its discretion and with written notice to Developer, immediately: (i) remove or suspend Developer's Products from the Site; (ii) withhold any Pay Out owed to Developer; (iii) Clawback any Pay Out made to Developer by Cloudhands; or (iv) take any other reasonable actions deemed necessary by Cloudhands. Deceptive practices include but are not limited to, generating fake lead traffic or falsifying activities on the Site or encouraging any third-parties to do the same.

 

  1. Developer Restrictions
    At all times Developer must monitor its listing of Products on the Site in accordance with industry standards and shall adhere to the following requirements with respect to all Products listed on the Site:
    • Offer Features as Advertised: Developer must not fail to provide any features or functionality of the Product as described in the Promotional Materials or Product(s) listings relied upon by Users.
    • No Restricting User Access: Developer cannot revoke, limit, or restrict any User’s access to the Product without Cloudhands’ written consent.
    • No Charging for Support: Developer cannot charge Users for maintenance and support services under this Agreement.
    • No Product Changes Without Notice: Developer must give Cloudhands 14 days' notice before making any Product changes, which Cloudhands may review or reject.
    • No Unsolicited Use of User’s Data: Developer cannot use User Data (as defined herein) for unsolicited commercial messages or unauthorized transactions.
    • No Harmful or Illegal Content: Developer cannot upload or transmit any harmful, unlawful, or offensive content.
    • No Content Harmful to Minors: Developer cannot transmit any content that harms minors.
    • No Impersonation: Developer cannot impersonate anyone, including a Cloudhands agent, or misrepresent their affiliation.
    • No Manipulating Content Origins: Developer cannot forge headers or disguise content origins.
    • No Unauthorized Content Uploads: Developer cannot upload content they do not have the right to share.
    • No Unsolicited Advertising: Developer cannot send unsolicited ads, spam, or chain letters.
    • No Disrupting the Site: Developer cannot interfere with or disrupt the Site or its networks.
    • Compliance with Laws: Developer must comply with all applicable local, state, and international laws.
    • No Harassment or Stalking: Developer cannot stalk or harass any individual or entity related to Cloudhands or Site.
    • No Harvesting Information: Developer cannot collect information from the Site, including emails, from Users without consent.
    • No Automatic Data Collection: Developer cannot use bots or other methods to scrape or monitor the Site.
    • No Unauthorized Access: Developer cannot attempt to gain unauthorized access to the Site or any systems connected to it.
    • No Scanning for Vulnerabilities: Developer cannot probe, scan, or test the Site’s security.
    • No Breaching Security: Developer cannot breach or attempt to breach the security measures of the Site.
    • No Tracing Other Users: Developer cannot trace or seek to trace any information about other users.
    • No Overloading Systems: Developer cannot cause an unreasonable load on the Site’s infrastructure.
    • Survival of Restrictions: These terms shall survive termination of this Agreement.

 

  1. Confidential Information
    1. Definition The Parties acknowledge that sharing Confidential Information is necessary to fulfill their obligations under this Agreement. "Confidential Information" refers to non-public information related to either Party or their affiliates, including trade secrets, business, financial, operational, marketing, technical, or other data. This also includes information about Products, User Data, Cloudhands Data, the Site, Users, and sponsors or affiliates of Cloudhands. It applies to both written and oral information disclosed by the discloser of Confidential Information “Disclosing Party” to the recipient “Receiving Party”. "User Data" means any information provided by or on behalf of a User to Developer, while "Cloudhands Data" refers to any information provided by or on behalf of Cloudhands to Developer.
    2. Restrictions The Receiving Party agrees not to disclose, share, reproduce, or use the Confidential Information for anything other than fulfilling its obligations under this Agreement.
    3. Treatment Upon Termination Upon termination or expiration of this Agreement, or at the Disclosing Party’s request, the Receiving Party must return or certify the destruction of all Confidential Information in its possession.
    4. Exceptions Confidential Information does not include information that: (i) Becomes publicly known without breach of any obligation; (ii) Was known to the Receiving Party before disclosure by the Disclosing Party; (iii) Is received from a third-party with no breach of confidentiality; (iv) Was independently developed by the Receiving Party; (v) Becomes a Product Copy after a Release Condition occurs; (vi) Must be disclosed due to legal requirements or court orders, with prior notice to the Disclosing Party to allow them to contest or limit the disclosure.
    5. Equitable Relief The Receiving Party acknowledges that any breach of this section could cause irreparable harm to the Disclosing Party, for which monetary damages are insufficient. The Disclosing Party is entitled to seek injunctive and other equitable relief for such a breach without needing to post a bond.

 

  1. Data Security and Privacy
    1. Responsibility Developer is responsible for protecting any User Data it receives or processes during and after the Term of this Agreement. Developer must comply with all relevant data protection and privacy laws governing the use of personal and identifiable information. This may include posting and following a privacy policy that must be accessible to Users. Developer's privacy policy and practices, as applicable to its Products listed on the Site, must align with this Agreement, Cloudhands' Terms of Service, AUP and Privacy Policy.
    2. Safeguards Developer will maintain User Data with industry-standard safeguards to protect its security, confidentiality, and integrity. Specifically, Developer agrees to: (i) Use appropriate security technologies and processes to protect User Data stored, processed, or maintained by Developer; (ii) Prevent unauthorized access, disclosure, alteration, and use of User Data; (iii) Employ encryption procedures to ensure the confidentiality and security of User Data.
    3. Data Processor Developer acknowledges that it may receive, process, and make decisions regarding User Data. As a data controller, Developer must comply with applicable data laws, including honoring user requests for data access, correction, deletion, portability, or objection to processing. If Developer discloses User Data without consent, Developer will be solely responsible for the unauthorized disclosure. If Cloudhands faces costs or legal action due to Developer’s actions as a joint data controller, Developer will indemnify Cloudhands for such expenses.
    4. Security Audits Upon request, Developer will provide Cloudhands with its SSAE 18, SOC I Type 1, or SOC II Type 2 audit report, or an equivalent audit report. Cloudhands will treat this information as Confidential Information. Developer must promptly address any issues noted in the audit reports provided to Cloudhands.
    5. Security Breaches If Developer discovers or is notified of a breach related to User Data, Developer must: (i) Notify Cloudhands within 24 hours of discovering the breach; (ii) Investigate and resolve the breach in consultation with Cloudhands, as required by law; (iii) Provide assurances to Cloudhands that the breach will not recur if the cause was Developer’s responsibility; (iv) Assist Cloudhands to identify affected individuals, conduct risk assessments, and provide necessary notifications under the law. If the breach is due to Developer's actions, Developer will reimburse and hold Cloudhands harmless for all costs incurred by Cloudhands, including fines or penalties, and reimburse Cloudhands for those expenses. If required by applicable laws Developer will provide staffing for a toll-free number to handle inquiries related to the breach at its own expense.

 

  1. Intellectual Property Rights
    1. Definition

"Intellectual Property Rights" refers to all rights related to intellectual and industrial property worldwide, including but not limited to: (i) patents and applications; (ii) inventions, trade secrets, designs, methods, and know-how; (iii) copyrights and related registrations; (iv) trade names, trademarks, domain names, logos, and their registrations; (v) software and computer programs in any form; and (vi) technical documents, drawings, prototypes, algorithms, and other proprietary materials.

  1. License to Cloudhands

Developer grants Cloudhands an irrevocable, perpetual, limited, and worldwide license to market, promote, and otherwise handle the Product(s), Promotional Materials, and Product Listing(s) through the Site as per the terms outlined in this Agreement.

 

  1. Indemnification

Developer agrees to indemnify, defend, and hold Cloudhands harmless from any third-party claims, demands, costs, or liabilities (including attorneys' fees, expenses, and court costs) arising from Developer's breach, or alleged breach, of its representations or obligations under this Agreement, as well as any gross negligence or willful misconduct by Developer or its representatives or agents.

 

  1. Independent Contractor

Developer and Cloudhands are independent contractors and will remain so at all times. This Agreement does not create an employment, partnership, joint venture, agency, or any other relationship between the two parties, except that of independent contractors. Neither party has the authority to act on behalf of, or bind, the other party in any way.

 

  1. Warranties
    1. Developer hereby represents and warrants to Cloudhands that Developer will honor and stand by any express warranties given by Developer to any User(s).
    2. Developer assigns all warranty rights to Users who purchase Products through the Site, allowing Users to enforce warranties from licensors or providers. Developer will assist Users in making warranty claims.

 

  1. Term and Termination
    1. Term This Agreement becomes effective on the earlier of: (i) the Effective Date of the applicable Promotion Agreement (as defined in that agreement), or (ii) the date the Developer’s Product is first available on the Site, which will be the "Effective Date" for this Agreement. The Agreement will remain in effect unless either Party terminates it in accordance with the terms outlined here (the "Term").
    2. Termination Unless otherwise stated in a Promotion Agreement, either Party may terminate this Agreement with thirty (30) days' written notice if the other Party: (i) fails to perform or breaches any material term of this Agreement, and (ii) does not cure the breach within thirty (30) days after receiving written notice specifying the breach. Cloudhands may terminate this Agreement, and/or any related Promotion Agreement, at any time, for any reason or no reason. Any obligations that arose before termination will remain in effect and will not be affected by the termination.

 

  1. General
    1. Survival

The representations, warranties, and obligations that by their terms and context demonstrate that the Parties intended them to survive the termination of this Agreement for any reason shall survive the expiration or earlier termination of this Agreement.

  1. Compliance with Laws

Developer shall comply with any and all applicable laws at all times during the Term of the Agreement.

  1. Authority

Developer warrants that it has the authority, legal right, and necessary approvals to enter into and fulfill this Agreement and any related transactions.

  1. Export Control and Sanctions Developer warrants it will not violate any export control or sanctions laws, including those of the U.S. and EU, and will not involve sanctioned entities in any transactions related to Cloudhands, the Site, or Users.
  2. Disputes

The Parties will follow the dispute resolution procedures set forth in the Terms of Service.

  1. Entire Agreement This Agreement is the complete and exclusive agreement between Developer and Cloudhands, replacing all prior agreements, whether written or oral.
  2. Amendment Cloudhands may amend this Agreement by providing written notice or posting an update on the Site. Developer must notify Cloudhands within 10 days of any amendment if they choose not to accept the changes. If no notice is given, Developer will be deemed to have accepted the amendments.
  3. Assignment Developer cannot assign this Agreement to others without Cloudhands’ written consent.  Cloudhands may assign this Agreement, without consent, in the event of a merger, acquisition or corporate restructuring.
  4. Notices All notices under this Agreement must be in writing and sent to the designated address. Developer’s notices can be sent to the email address associated with their account. Cloudhands’ notices should be sent to support@cloudhands.ai.
  5. Governing Law and Venue This Agreement will be governed by the laws of California.
  6. Non-disparagement Developer agrees not to disparage Cloudhands, the Site, or any Users, either orally or in writing.
  7. Developer’s Use of AI at the Site

Developer’s use of ‘AI Agents’ at the Site shall be in accordance with the Cloudhands Responsible AI Use Policy that is attached to the Terms of Service.