CloudIP Customer Agreement

1. What you are buying

A subscription to the CloudIP cloud platform, for the modules stated in your order. You may subscribe to one module or to several. The modules CloudIP offers now include, without limitation, orders and shipping, a website, point of sale, wholesale, CRM, marketing, appointments, accounting, human resources, communications, email and backup. That list is not limited to the modules or software CloudIP offers today. CloudIP may add, change or discontinue modules and systems, including systems that connect hardware to the CloudIP cloud and systems that are software only. Orders and shipping may be purchased on its own, without a Dimensioner or any other equipment. A subscription is for software only unless the order states that it also includes leased equipment, such as a Dimensioner kit.

2. Leased equipment remains the property of CloudIP

This point applies only when your order includes leased equipment, such as a CloudIP E-Commerce Smart Dimensioner kit (a computer, a camera, a scale and their accessories). That equipment is owned by CloudIP LLC at all times. It is provided for use with the subscription. You do not purchase it, and no payment gives you ownership of it. Do not sell, lend, open, modify or move it to another business. Hardware that CloudIP sells outright, and identifies as a purchase, is not leased equipment.

3. How you pay

The fees, quantity and billing period are those shown at checkout. A monthly subscription is billed on the 1st of each month. A prepaid plan is paid in full today for the period you select. Where a prepaid plan includes a Dimensioner kit, the prepaid period starts on the day the kit first connects to CloudIP, so time spent in shipping and setup is not charged. When a prepaid period ends, the subscription continues month to month at the monthly rate shown at checkout until you cancel.

Orders and shipping on its own is billed monthly by plan, based on the orders created or imported in each billing period, with unlimited users. A plan never moves down on its own, because a lower plan can leave out features that the current plan includes and because the offers can change. It moves up only if you turn on automatic move-up. If you leave that off, CloudIP notifies you when you reach the plan limit and the plan stays where it is until you choose a higher one. If it does move up, CloudIP notifies you and charges the prorated difference on your next invoice. Orders and shipping is included, with no order limit, while you have an active Dimensioner subscription, and unused days of a paid orders plan are credited when you buy one.

4. Cancelling

An account administrator may cancel any subscription at any time in Billing, then Subscriptions. Prepaid fees are not refunded, and the service continues until the end of the period already paid. A monthly subscription ends at the end of the month in which you cancel. If you cancel a subscription that includes equipment before that equipment has shipped, CloudIP will refund the amount paid for that purchase.

5. Returning leased equipment

When a subscription that includes leased equipment ends for any reason, CloudIP emails a prepaid return shipping label. Pack the complete kit and give it to the carrier within 15 days of receiving the label. If a Dimensioner kit is not returned within 30 days after the subscription ends, CloudIP may charge its Replacement Value of Six Thousand Five Hundred United States Dollars (US $6,500). Fees for missing parts or damage are described in the Equipment Terms and cannot exceed that amount for one kit.

6. Your data

You own your data. CloudIP uses it only to provide the service, does not sell it, and protects it as the Privacy Policy and the Data Processing Addendum describe. Software you install, and any leased equipment, report hardware identifiers and status to CloudIP so that CloudIP can license, secure and support them.

7. Measurements and shipping

Where you use a Dimensioner or another measuring feature, dimensions and weights are produced by equipment and may be inaccurate. You remain responsible for the dimensions, weights and values you declare, and for any carrier adjustment. This point does not apply to a module that does not measure shipments.

8. Estimates, scores and recommendations are guidance only

Some features give you information to help you decide how to ship. Examples are weather forecasts, temperature and humidity along a route, estimated conditions inside a truck or a package, weather alerts, delivery estimates, package theft risk scores, area crime figures, address checks, maps, Street View images and directions, rate comparisons, and suggestions such as requiring a signature, adding insurance or changing the ship date. They are estimates built from public and third-party data and from models, and they can be incomplete, out of date or wrong. Use them for guidance only. Do not take them for granted or rely on them alone. You decide how to pack, ship, insure and deliver. CloudIP is not responsible for spoilage, damage, loss, theft or any other outcome, whether or not you followed a suggestion.

9. Business use only

The service is offered only to businesses. By accepting, you confirm that you accept for a business and that you have authority to bind it.

1. Agreement and acceptance

These Terms of Service ("Terms") are a contract between CloudIP LLC, an Illinois limited liability company ("CloudIP", "we", "us"), and the business that creates a CloudIP account or subscribes to any part of the Service ("Customer" or "you").

The CloudIP Customer Agreement (the "Agreement") consists of these Terms, the Subscription, Billing and Cancellation Policy, the Equipment Lease and Return Terms (the "Equipment Terms"), the Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum, and each order you place through the CloudIP portal or that both parties sign (an "Order"). An Order states the modules, quantities, fees and term, and whether Equipment is included. The Equipment Terms apply only to an Order that includes Equipment.

You accept the Agreement when you check the agreement box and click to subscribe or pay, when you sign an Order, or when you use the Service. If you accept for a company or other organization, you represent and warrant that you have authority to bind it. If you do not agree, do not use the Service.

If the documents conflict, they apply in this order: (1) an Order signed by both parties; (2) the Data Processing Addendum, for personal data; (3) the Equipment Terms, for Equipment; (4) the Subscription, Billing and Cancellation Policy, for fees and cancellation; (5) these Terms; (6) the Acceptable Use Policy. Headings are for convenience only.

2. Business use only

The Service is offered only to businesses and professionals for business purposes, not to consumers for personal, family or household use. You confirm that you are at least 18 years old and that you use the Service for your business.

3. Definitions

• "Service" means the CloudIP cloud platform, including its websites, portal, software, modules and systems, whether or not a system includes hardware. The modules and systems CloudIP offers now include, without limitation, orders and shipping, website, point of sale, wholesale, CRM, marketing, appointments, accounting, human resources, communications, email, backup, the CloudIP Agent and the CloudIP Bridge. That list is not limited to the modules or software offered on the effective date of the Agreement. CloudIP may add, change or discontinue modules and systems, including new systems linked to hardware and software-only systems. Orders and shipping may be offered and purchased as a standalone Subscription, without a Dimensioner or other Equipment. Your Service is only the modules and systems stated in your Order.
• "Subscription" means your paid or trial right to use one or more modules of the Service for a stated period. A Subscription may be for software only, including orders and shipping alone, or, where the Order says so, may include the use of Equipment such as a Dimensioner kit.
• "Equipment" means hardware that CloudIP provides for use with a Subscription and does not sell to you, including each Dimensioner kit, as described in the Equipment Terms. Hardware CloudIP sells outright, and identifies as a purchase, is not Equipment.
• "Replacement Value" means, for one complete Dimensioner kit, Six Thousand Five Hundred United States Dollars (US $6,500). For any other item of Equipment, it means the amount stated in the Order or, if none is stated, CloudIP's then-current cost to replace that item with the same or equivalent new equipment.
• "Customer Data" means data you or your Users submit to the Service, or that the Service collects for you, including, as applicable, orders, products, buyer details, shipping labels, measurements, images, accounting, personnel, communications and other records.
• "Users" means the people you allow to use the Service under your account, such as your employees and contractors.
• "Documentation" means the help pages, instructions and in-product guidance CloudIP makes available for the Service.
• "Insights" means the estimates, forecasts, scores, statistics, maps and recommendations described in "Estimates, scores and recommendations".

4. Your account

Keep your account details accurate, including your business name, billing contact, tax information and the address where Equipment is installed.

You are responsible for your Users and for everything done under your account. Keep passwords and access codes confidential, give access only to people who need it, and tell us immediately at [email protected] if you believe your account has been used without permission.

Account administrators can add and remove Users, buy and cancel Subscriptions, and accept the Agreement for the Customer.

5. The Service

CloudIP provides the modules in your Order as described in the Documentation. Modules you have not subscribed to are not part of your Service. The modules named in the Agreement are examples of the current offer. They are not a limit on it. CloudIP may add, modify, replace or discontinue modules and systems, including systems that connect hardware to the CloudIP cloud and systems that are software only, and may sell orders and shipping as a standalone Subscription without a Dimensioner or other Equipment. Where an Order includes a Dimensioner kit, that kit is leased Equipment and the Equipment Terms apply. CloudIP will not materially reduce the core functionality of a paid Subscription during a period you have already paid for, except where security, applicable law or a third party requires it. If we must do so, we will notify you and, where reasonable, refund the unused portion of the fees paid for the affected feature.

Features marked beta, preview or early access are provided as they are, may change or stop at any time, and are not covered by any commitment in the Agreement.

Some features connect to services run by others, such as marketplaces (for example eBay), shipping carriers and label providers (for example EasyPost), payment processors, and email or telephone networks. Those services are governed by their own terms, which you are responsible for following. CloudIP is not responsible for third-party services, their availability or their changes, and may stop supporting an integration if the third party changes or ends it.

6. Software you install

Parts of the Service run on your computers or on the Equipment, including the CloudIP Agent and the CloudIP Bridge. CloudIP grants you a limited, non-exclusive, non-transferable right to install and use that software only with the Service during your Subscription.

The software updates itself automatically to stay secure and compatible. Do not block updates, disable the software's reporting, or use the software with any service other than CloudIP.

The software and the Equipment send CloudIP technical information such as hardware identifiers, software versions, status, errors and regular check-ins. CloudIP uses it to license the software, tie Equipment to your account, detect hardware changes and misuse, keep the Service secure and support you, as the Privacy Policy describes.

7. Equipment

If, and only if, an Order includes Equipment, that Equipment is and remains the sole property of CloudIP LLC. It is provided solely for use with the Service while the related Subscription is active, and you must return it when that Subscription ends. The Equipment Terms state your obligations and the fees if Equipment is lost, damaged or not returned, including the Replacement Value. A software-only Subscription creates no equipment obligation.

Hardware that CloudIP sells to you outright, and clearly identifies as a purchase rather than as included with a Subscription, becomes yours on delivery, is not Equipment, and is not subject to the Equipment Terms.

8. Fees, taxes and payment

You agree to pay the fees for your Subscriptions and for anything else you order, as shown at checkout or in an Order. Billing dates, trials, prepaid plans, automatic continuation, refunds and cancellation are explained in the Subscription, Billing and Cancellation Policy.

You authorize CloudIP and its payment processor to charge your payment method on file for all amounts when they are due, including recurring fees and the fees in the Equipment Terms.

Prices do not include taxes. You are responsible for all sales, use, lease, rental, excise, telecommunications and similar taxes and fees on your purchases, other than taxes on CloudIP's income. Where CloudIP must collect them, we add them to your invoice.

9. Customer Data

You keep all rights to your Customer Data. You allow CloudIP to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to follow your instructions and to meet legal obligations.

You are responsible for your Customer Data and for having the right to give it to us, including any notices and consents the law requires for personal data about your buyers, employees and contacts. When CloudIP processes personal data on your behalf, the Data Processing Addendum applies.

CloudIP may create and use aggregated or de-identified data that does not identify you, your Users or any person, for example to measure and improve the Service.

You can export your Customer Data at any time while your account is active and for 30 days after your last Subscription ends. After that, CloudIP deletes it as the Privacy Policy describes, unless the law requires us to keep it.

10. Acceptable use

You and your Users must follow the Acceptable Use Policy. You must not resell, sublicense or provide the Service to third parties except as the Service is designed to allow (for example, selling to your own customers through your storefront), copy or reverse engineer the Service or the Equipment, or try to get around licensing, usage limits or security controls.

11. CloudIP's rights

CloudIP and its licensors own the Service, its software, the software and images installed on the Equipment, the Documentation and all related intellectual property. The Agreement gives you only the rights it expressly states.

If you send us ideas or feedback, we may use them without any obligation to you.

12. Confidentiality

Each party will protect the other's non-public information that it receives under the Agreement with at least reasonable care, use it only for the Agreement, and share it only with people who need it and are bound by similar duties. This does not apply to information that is public, already known to the receiving party, independently developed, or lawfully received from someone else. Either party may disclose information when the law requires it, after giving notice where allowed.

13. Security

CloudIP uses administrative, technical and physical safeguards designed to protect the Service and Customer Data, as the Data Processing Addendum describes. You are responsible for securing your own devices, networks and accounts, and for the Users you give access to.

14. Support and availability

CloudIP provides support in the portal and at [email protected]. We work to keep the Service available at all times, but it may be interrupted for maintenance, updates, problems with third-party services or networks, or events outside our control. No uptime commitment or service credit applies unless an Order signed by both parties states one.

15. Measurements, labels and shipping

Where a Subscription includes a Dimensioner or another measuring feature, packages are measured by a camera, a scale or similar equipment. Measurements may be affected by placement, lighting, packaging, calibration and other conditions, and CloudIP does not warrant that any measurement is accurate. You are solely responsible for reviewing measurements and for the dimensions, weights and declared values you submit to any carrier or marketplace, and for complying with their rules. This section does not apply to a module that does not measure shipments.

CloudIP is not responsible for carrier adjustments, surcharges, chargebacks, delays, lost parcels or other decisions of a carrier or marketplace. Postage and shipping labels purchased through the Service are governed by the terms of the carrier and the label provider, and are refundable only to the extent those providers allow.

Unless CloudIP states otherwise in a writing signed by CloudIP, a scale included with Equipment is not certified legal-for-trade and must not be used to determine the price of goods sold by weight.

16. Estimates, scores and recommendations

Some features of the Service provide information and suggestions to help you plan shipments. They include, for example, weather forecasts and observations; outdoor temperature and humidity, and estimated temperature, humidity and condensation inside vehicles and packages; weather and hazard alerts; transit time and delivery estimates; ship-date comparisons; package theft risk scores and the factors behind them; area crime statistics and maps of reported incidents; address validation, maps, Street View images and directions; rate and service comparisons; results produced by automated or artificial intelligence features; and suggestions to require a signature, add insurance, change the ship date, the carrier, the service or the packaging, or take any other action (together, "Insights").

Insights are provided for general guidance only. They are estimates, not measurements, guarantees or promises of what will happen. They are built from public and third-party sources, such as national weather services, government crime statistics, city open data, map and address providers, carriers and your own records, and from models that rely on assumptions. That data can be incomplete, delayed, out of date or wrong, and actual conditions can differ significantly from any Insight. For example, weather can change after a forecast, the inside of a vehicle or a package can be much hotter or colder than the air outside, crime statistics include only incidents that were reported, and a low theft risk score does not mean that a package is safe, just as a high score does not mean that it will be stolen.

Insights are not professional advice of any kind, including meteorological, packaging, cold-chain, food-safety, security, insurance, legal or financial advice. Do not take them for granted or rely on them as the only basis for a decision. You remain solely responsible for deciding what, when, where and how to ship, how to pack and protect your products, which carrier and service to use, whether to require a signature, buy insurance, or hold or reroute a shipment, and how to deal with your buyers, whether you follow, ignore or change any Insight. Check your products' requirements, the carrier's rules and, where appropriate, the advice of a qualified professional.

Insights are not designed or validated for uses where an error could cause death, injury, illness or a breach of the law, such as shipping medicines, vaccines, biological samples, live animals, perishable foods subject to food-safety rules, or hazardous materials. For those uses, rely on validated temperature monitoring equipment and procedures and on the applicable regulations, not on Insights.

To the maximum extent permitted by applicable law, CloudIP is not responsible for any loss arising from the use of, reliance on, or failure to use any Insight, including products that spoil, melt, freeze, sweat or are otherwise damaged; packages that are lost, stolen, delayed or not delivered; carrier, marketplace or insurance claims that are denied; refunds, replacements, chargebacks and buyer complaints; and the cost of signatures, insurance or other services bought on the basis of an Insight. Shipping insurance and other carrier services bought through the Service are provided by the carrier, the label provider or their insurer under their own terms. CloudIP is not an insurer and does not decide whether a claim is covered.

If you share Insights with your buyers or with anyone else, including through the tracking page, the tracking widget or feed, or your messages, you are responsible for how you present them, and you must not describe them as a guarantee. Claims your buyers bring about Insights you shared are covered by "Your responsibility for claims".

Package theft reports that you record in the Service are your own statements. Keep them accurate, and record them only for your own shipments. CloudIP uses them to calculate theft risk scores for your account. You must not use theft risk scores, area statistics or any other Insight to refuse service to, charge, or otherwise treat buyers or neighborhoods differently in any way that breaks anti-discrimination, consumer protection or other applicable law.

CloudIP may change, replace or stop the data sources, models and methods behind Insights at any time, and the results may change as a result. Third-party sources are provided under their own terms and attribution requirements, and CloudIP does not control their content or their availability.

17. Warranties and disclaimers

CloudIP warrants that paid Services will perform materially as described in the Documentation. If they do not, tell us and we will make reasonable efforts to correct the problem. If we cannot, either party may end the affected Subscription, and CloudIP will refund prepaid fees for the unused period. This is your only remedy for a breach of this warranty. Repair and replacement of Equipment are covered by the Equipment Terms.

EXCEPT AS THE AGREEMENT EXPRESSLY STATES, THE SERVICE AND ANY EQUIPMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUDIP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY MEASUREMENT, LABEL, ESTIMATE, FORECAST, SCORE, RECOMMENDATION, OTHER INSIGHT OR RESULT WILL BE ACCURATE, COMPLETE OR CORRECT.

18. Your responsibility for claims

You will defend CloudIP and its members, employees and agents against claims by third parties, and pay the resulting damages, fines, costs and reasonable legal fees, to the extent they arise from your Customer Data, your use of the Service or the Equipment in breach of the Agreement or the law, your products and shipments, your decisions about how to pack, ship, insure and deliver them (including decisions made using Insights), Insights you share with others, or your dealings with your own customers. CloudIP will tell you promptly about the claim, let you control its defense and cooperate reasonably, at your cost.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID CLOUDIP UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your obligation to pay fees, your obligations under the Equipment Terms (including the Replacement Value and other fees for lost, damaged or unreturned Equipment), your obligations under "Your responsibility for claims", a breach of the Acceptable Use Policy, or liability that applicable law does not allow to be limited.

20. Term, suspension and termination

The Agreement starts when you accept it and continues until all your Subscriptions have ended, all Equipment has been returned and all amounts due have been paid.

CloudIP may suspend all or part of the Service, including the Service on the Equipment, if a payment is overdue after notice, if your use creates a security risk or harms the Service or others, if Equipment is reported lost or stolen or is used outside your account, or if the law requires it. We will give notice when we reasonably can and restore the Service once the reason is resolved.

Either party may end the Agreement or a Subscription if the other party materially breaches it and does not fix the breach within 30 days of written notice (10 days for non-payment). CloudIP may end it immediately for a serious breach of the Acceptable Use Policy.

When a Subscription ends, your right to use it ends, the Equipment provided with it must be returned under the Equipment Terms, and any unpaid amounts become due. If CloudIP ends a Subscription because you breached the Agreement, prepaid fees are not refunded. Provisions that by their nature should continue, including those on fees, Equipment, Customer Data, confidentiality, disclaimers, liability, claims and disputes, survive.

21. Changes to the Agreement

CloudIP may update the Agreement. We will publish the new version with its effective date and, for material changes, notify account administrators by email or in the portal at least 30 days before they take effect. The version you accepted continues to apply to a prepaid period you have already paid for, unless the law requires a change or you accept the new version. If you do not agree with a change, you can cancel before it takes effect. Using the Service after a change takes effect means you accept it.

22. Electronic acceptance and notices

You agree to accept the Agreement and to receive notices, invoices and other communications electronically. Checking the agreement box and clicking to subscribe or pay is your electronic signature and has the same effect as signing a paper contract. CloudIP keeps a record of each acceptance, including the version accepted, the date and time, the account and User, and the IP address used.

CloudIP sends notices to your account administrators' email addresses and posts them in the portal. Send notices to CloudIP at [email protected], with a copy by mail to CloudIP LLC, 1223 Violet Lane, Batavia, Illinois 60510, United States of America.

23. Governing law and disputes

CloudIP LLC is organized under the laws of the State of Illinois, and its principal place of business is 1223 Violet Lane, Batavia, Illinois 60510, United States of America. The Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting a legal proceeding, the parties will attempt in good faith for thirty (30) days to resolve the dispute informally. Thereafter, each party submits to the exclusive jurisdiction of the state courts located in Kane County, Illinois, and of the United States District Court for the Northern District of Illinois, and waives any objection of venue or forum non conveniens. Either party may seek injunctive relief from any court of competent jurisdiction to protect its property, Equipment, intellectual property or confidential information.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT. EACH PARTY AGREES THAT IT WILL BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. A judge, sitting without a jury, will decide any dispute that goes to court, and neither party may combine its claim with the claims of other customers.

24. General

• Entire agreement: the Agreement is the entire agreement about its subject and replaces earlier proposals and agreements about it. Terms in your purchase orders or other documents do not apply.
• Assignment: you may not transfer the Agreement, a Subscription or any Equipment without CloudIP's written consent. CloudIP may transfer the Agreement to an affiliate or to a successor to its business.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control. This does not excuse payment obligations.
• Export and sanctions: you will not use or export the Service or the Equipment in breach of US export control or sanctions laws, or let anyone on a US government restricted-party list use them.
• Independent parties: the parties are independent contractors. The Agreement has no third-party beneficiaries.
• Severability and waiver: if any provision cannot be enforced, it will be modified to the minimum extent needed to make it enforceable, and the rest remains in effect. A failure to enforce a right is not a waiver of it.
• Construction: "including" means "including, without limitation." "Or" is not exclusive. The Agreement is not construed against the drafter.
• Language: the Agreement is in English, which controls over any translation.

25. Contact

CloudIP LLC, 1223 Violet Lane, Batavia, Illinois 60510, United States of America. Legal: [email protected]. Support: [email protected]. Privacy: [email protected]. Security: [email protected].

1. Monthly subscriptions

Unless an Order states a prepaid period, each module is billed monthly in advance on the 1st of each month. If you start or increase a monthly Subscription during a month, CloudIP charges a prorated amount for the days remaining until the next 1st, and the full monthly amount on each 1st after that.

A module may be billed per account, seat, user, mailbox, device, unit of storage or other quantity shown at checkout, or, for Orders and Shipping, by a plan based on the number of orders in each billing period. Added quantity is charged, prorated, for the rest of the month. Removed quantity stops being billed on the next 1st. CloudIP does not credit the current month.

2. Orders and Shipping plans

Orders and Shipping may be purchased on its own as a monthly Subscription, without a Dimensioner or other Equipment. It is offered in plans, shown at checkout and in Billing > Subscriptions. Each plan includes up to a stated number of orders in each billing period, for a flat monthly price, with unlimited users. An order is counted once, in the billing period in which it is created or imported into CloudIP, whether it is entered by hand, imported, or received from a connected store or marketplace. Deleting an order does not remove it from the count, and restoring it does not count it again.

Automatic move-up is optional. At checkout, and later in Billing > Subscriptions, an account administrator can turn on "Move my plan up automatically." If it is on, and the orders in a billing period exceed the number the plan includes, the Subscription moves to the lowest plan that includes that number of orders. The move is only upward. CloudIP notifies an account administrator in the portal and by email. The new plan applies from that moment. CloudIP charges the prorated difference between the two plans for the rest of that billing period on the next invoice, and the new plan's monthly price from the next billing period. During a free trial, the plan changes without a charge for the trial.

If automatic move-up is off, reaching the plan limit does not change the plan. CloudIP notifies an account administrator in the portal and by email. Orders continue. The plan stays where it is until an account administrator chooses a higher plan or turns automatic move-up on. Offers and the features included in a plan can change, so CloudIP does not pick a different plan for you unless you have turned automatic move-up on.

Above the highest plan, the Subscription stays on the highest plan. CloudIP may contact you to offer a high-volume price, which applies only if you agree to it.

No automatic downgrade: CloudIP does not move a Subscription to a lower plan on its own, whether or not automatic move-up is on. A lower plan can omit features the current plan includes, and the plans on offer can change. An account administrator may choose a lower plan in Billing > Subscriptions. It takes effect at the start of the next billing period, provided the orders in the current billing period fit within it, and no credit is given for the current billing period.

Included with a Dimensioner: while at least one CloudIP E-Commerce Smart Dimensioner Subscription on the account is active, including during its prepaid period, Orders and Shipping is included with it at no additional charge and without an order limit. When the last Dimensioner Subscription on the account ends, the included Orders and Shipping ends with it. CloudIP reminds an account administrator before that date. You may choose an Orders and Shipping plan to continue, and nothing is charged for Orders and Shipping unless you do. A plan chosen before the Dimensioner Subscription ends starts billing on the day it ends.

Credit when you buy a Dimensioner: if you buy a Dimensioner Subscription while paying for an Orders and Shipping plan, that plan ends when the purchase succeeds. CloudIP credits the unused part of that plan's current billing period, prorated by time, against the Dimensioner charge, and adds any plan upgrade in that period that has not yet been invoiced. A credit larger than the charge stays on your account and applies to later invoices; it is not paid out. An Orders and Shipping plan still in its free trial ends without charge and without credit.

3. Free trials

A module may offer a free trial, shown at checkout. Each module may be trialed once per business, payment method and email address. Unless you cancel before the trial ends, the Subscription converts to a paid Subscription and is billed as stated in the Order. If the payment method was already used for a trial of that module, CloudIP will ask you to confirm before starting a paid Subscription.

4. Prepaid plans

Where checkout offers a prepaid period, including a prepaid plan for the CloudIP E-Commerce Smart Dimensioner, you pay the full prepaid amount shown at checkout when you subscribe. The amount covers the software Subscription for that period. If the Order includes Equipment, the amount also covers the use of that Equipment for the licensed quantity. It does not purchase the Equipment.

The length of the prepaid period is the length shown at checkout, which may be, for example, 6 months, 1 year, 2 years or 3 years. Where the Order states that the period starts when Equipment first connects to CloudIP, it starts on the day the first item of Equipment in that purchase connects, and time before that connection, including shipping and setup, is not counted. Otherwise the period starts on the date of purchase.

Quantity you add later, including additional Equipment, is a separate purchase on the terms shown at that time, paid in full when you add it, with its own prepaid period.

The prepaid price is fixed for the prepaid period purchased.

5. After a prepaid period: automatic continuation

When a prepaid period ends, the Subscription does not end. It renews automatically from month to month at the monthly rate shown at checkout for the licensed quantity, until you cancel. The first monthly charge covers the days from the end of the prepaid period to the next 1st. Each later charge is made on the 1st.

You can see when your prepaid period ends at any time in Billing > Subscriptions. To avoid monthly billing, cancel before the prepaid period ends.

CloudIP may change the monthly rate that applies after a prepaid period, or the price of a monthly Subscription, by telling you at least 30 days in advance. The new rate applies from the first bill after that notice period. If you do not agree, you can cancel before it takes effect.

6. Taxes

Prices exclude taxes. Where CloudIP must collect sales, use, lease or similar taxes, they are calculated from your billing address and the location of the Equipment, and added to your invoice. If your business is tax-exempt, upload a valid exemption certificate in Billing before you buy; an exemption applies from the date CloudIP accepts the certificate.

7. Payment methods and failed payments

You can pay by card or by the other methods offered at checkout. You authorize CloudIP and its payment processor, Stripe, to store your payment method and charge it for all amounts due under the Agreement, including recurring fees, until you remove it or until your Subscriptions have ended and all amounts are paid.

If a payment fails, CloudIP retries it and notifies you. If it is still unpaid 10 days after our notice, CloudIP may suspend the affected Subscriptions, including the Service on any Equipment, until it is paid. Overdue amounts may be sent for collection, and you agree to pay reasonable costs of collection.

8. How to cancel

• How: an account administrator can cancel any Subscription in Billing > Subscriptions in the CloudIP portal, or by emailing [email protected] from an administrator's email address.
• Monthly Subscriptions: cancellation takes effect at the end of the current month, and you keep access until then.
• During a prepaid period: you may cancel at any time. The Service, and any Equipment included with it, remain available until the prepaid period ends, and the Subscription then ends instead of renewing month to month. Prepaid fees are not refunded for unused time.
• After a prepaid period: once the Subscription is billed monthly, cancellation takes effect at the end of the current month.
• Before Equipment ships: if you cancel a purchase that includes Equipment before that Equipment has shipped, contact [email protected] and CloudIP will refund the amount paid for that purchase in full.
• Equipment: when a Subscription that includes Equipment ends, you must return the Equipment under the Equipment Terms. CloudIP will email a prepaid return label.

9. Refunds

Except as the Agreement states, including the Orders and Shipping credit when you buy a Dimensioner, or as the law requires, fees are non-refundable, and no refunds or credits are given for partial months, unused time, unused seats or reductions.

If you believe you were charged in error, tell us at [email protected] within 60 days of the charge, and we will correct any billing error.

Please contact us before disputing a charge with your bank. If you dispute a valid charge, CloudIP may suspend the Service until the dispute is resolved. Disputing a charge does not end your obligation to return the Equipment.

10. Reducing quantities

You may reduce a licensed quantity, including seats, users, mailboxes, storage, devices or Equipment, only as the portal allows. A reduction of a monthly Subscription takes effect on the next 1st, without credit for the current month. A reduction during a prepaid period takes effect when the prepaid period of the quantity being reduced ends. You may not reduce below a quantity that is in use, including Equipment registered to the account. Equipment that is no longer covered must be returned under the Equipment Terms.

11. Closing your account

Closing your account cancels all Subscriptions as described above. You can export your Customer Data for 30 days after your last Subscription ends.

1. The Equipment

These Equipment Terms apply only to Equipment included with a Subscription. They do not apply to a software-only Subscription, and they do not apply to hardware CloudIP sells outright. A Dimensioner kit, when included, typically consists of a computer, a camera, a scale, a measuring platform or mount, power supplies, cables and accessories, with CloudIP software installed. Each kit has a CloudIP serial number, and CloudIP records the hardware identifiers of its components.

Replacement parts and kits CloudIP sends you become Equipment when they are delivered.

2. CloudIP owns the Equipment

The Equipment is and at all times remains the sole property of CloudIP LLC. It is provided solely for use during the Subscription with which it was included, and it is not sold. No payment, including any prepaid fee, is consideration for title to the Equipment, and you have no option to purchase it unless CloudIP agrees in a writing signed by CloudIP.

The parties intend the provision of Equipment to be a true lease under Article 2A of the Uniform Commercial Code as enacted in Illinois, and not a sale or a lease intended as security. If a court nevertheless characterizes it as a sale or a security interest, you grant CloudIP LLC a security interest in the Equipment to secure your obligations under the Agreement, and you authorize CloudIP to file financing statements and other notices to perfect and to give public notice of its interest.

You must keep the Equipment free of liens and claims, and must not sell, rent, lend, pledge, give away or transfer it, or let anyone outside your business use it. Do not remove or cover CloudIP's labels and serial numbers. If anyone tries to seize or claim the Equipment, tell them that it belongs to CloudIP and notify us immediately.

3. Delivery and setup

CloudIP ships the Equipment to the installation address you give us, at no shipping cost to you. Check the package when it arrives, and report missing or damaged items within 5 business days, with photos.

Set up the Equipment following CloudIP's instructions. The prepaid period of a purchase starts when its first kit connects to CloudIP.

4. Using and caring for the Equipment

• Use the Equipment only with the Service, for your business, at the installation address, as the Documentation describes.
• Keep it indoors in a clean, dry and ventilated place, away from liquids, extreme temperatures and impacts, plugged into a properly grounded outlet. A surge protector is recommended.
• Do not open, modify or repair it, replace its parts, install other operating systems or software on its computer, remove CloudIP's software, or use the computer for other purposes, unless CloudIP's support asks you to.
• Where the Equipment includes a scale or a camera, do not load the scale beyond its stated capacity, and keep the camera's field of view clear of anything other than the item being measured.
• You may connect your own label printers and accessories as the Documentation describes. They remain yours.
• Normal wear and tear from proper use is expected and is not charged.

5. Software, monitoring and remote management

The Equipment runs CloudIP software that CloudIP updates, monitors and manages remotely. It reports to CloudIP hardware identifiers (such as the computer's system and board identifiers, the serial number of its system disk, and the camera and scale identifiers), software versions, status, errors, its IP address and regular check-ins.

CloudIP uses this information to tie each kit to your account, start your prepaid period, detect replaced parts and misuse, keep the Equipment secure and support you. A hardware change is flagged to CloudIP and may lead us to contact you.

CloudIP may remotely update the Equipment, or lock or disable its access to the Service, when a Subscription ends, when a payment is overdue after notice, when the Equipment is reported lost or stolen or is used on another account, or for security reasons.

6. Location

Keep the Equipment at the installation address. Tell CloudIP before moving it to another address, and do not take it out of the country where it was delivered. Equipment cannot be transferred to another business or account.

7. Risk of loss and insurance

You are responsible for the Equipment from its delivery to you until CloudIP receives it back, including its loss, theft and damage, except normal wear and tear and damage CloudIP causes. Once you have handed properly packed Equipment to the carrier with CloudIP's prepaid return label, CloudIP bears the risk of loss in transit.

We recommend that you cover the Equipment under your business insurance. Report any loss, theft or damage to CloudIP within 2 business days and, for a theft, include a police report.

8. Repairs and replacement

If Equipment stops working properly through normal use during your Subscription, contact support. CloudIP will troubleshoot with you and, if needed, repair or replace the faulty part or kit at no charge. CloudIP may send the replacement first; you must then return the faulty item with the prepaid label we provide within 15 days of receiving the replacement, or the fees below apply.

Repairs and replacements required because of misuse, accident, liquids, power surges, unauthorized modification or repair, loss or theft are charged at CloudIP's cost, not to exceed the Replacement Value of the affected item.

CloudIP may replace Equipment with equivalent or better equipment at any time, for example for an upgrade or a recall. You must then return the replaced Equipment as described below.

9. Returning the Equipment

You must return all Equipment provided with a Subscription when that Subscription ends for any reason, including cancellation, the end of a prepaid period after you have cancelled, termination for non-payment or breach, and any reduction in licensed quantity that leaves Equipment uncovered. You must also return Equipment that CloudIP replaces.

• Return label: within 5 business days after the Subscription ends, or after CloudIP replaces Equipment, CloudIP emails a prepaid return shipping label and packing instructions to your account administrators. You do not pay for return shipping. If you have not received a label, contact [email protected].
• Packing: pack every item of the kit securely, including the computer, camera, scale, platform or mount, power supplies and cables, preferably in the original packaging. If you no longer have suitable packaging, ask us and we will send you a return box.
• Shipping: hand the package to the carrier named on the label within 15 days of receiving the label, and keep the drop-off receipt or the tracking number.
• Inspection: CloudIP inspects the Equipment within 10 business days of receiving it, and tells you if anything is missing or damaged beyond normal wear and tear.
• Your data: sign out of the Service on the Equipment before shipping it. CloudIP erases returned Equipment and is not responsible for data left on it. Your Customer Data in the CloudIP cloud is handled as the Privacy Policy describes.

10. Fees for Equipment that is not returned, incomplete or damaged

• Unreturned Equipment Fee: if Equipment has not been tendered to the carrier within thirty (30) days after the Subscription ends, or after replacement Equipment was delivered, CloudIP may charge the Replacement Value. For one complete Dimensioner kit, that amount is Six Thousand Five Hundred United States Dollars (US $6,500).
• Missing parts: if returned Equipment is incomplete, CloudIP may charge its reasonable cost to replace the missing components, not to exceed the Replacement Value of that Equipment.
• Damage: if Equipment is returned damaged beyond ordinary wear and tear, CloudIP may charge its reasonable cost of repair, not to exceed the Replacement Value of the damaged item.
• The Replacement Value of one complete Dimensioner kit is Six Thousand Five Hundred United States Dollars (US $6,500), whether or not a different amount appears at checkout. For any other Equipment, Replacement Value has the meaning given in the Terms of Service.

You authorize CloudIP to charge these fees, plus any applicable taxes, to your payment method on file. If you return the Equipment in good condition within 30 days after CloudIP charges an Unreturned Equipment Fee, CloudIP will refund that fee, less any charges for missing parts or damage. After that, CloudIP will not ask for that Equipment back, but CloudIP's software on it stops working and may no longer be used.

11. If these Equipment Terms are not met

If you do not return the Equipment or pay the amounts due under these Equipment Terms, CloudIP may suspend the Service, charge the fees above, recover the Equipment or its value through collection or legal action, and recover its reasonable costs of collection, including legal fees, as the law allows.

12. Equipment warranty

CloudIP's only commitment for the Equipment is to repair or replace it as described in "Repairs and replacement". Measurement accuracy is addressed in the Terms of Service. Otherwise, the disclaimers and limitations of liability in the Terms of Service apply to the Equipment.

1. Scope

This policy applies to everyone who uses the Service or the Equipment under your account. You are responsible for making sure your Users follow it.

2. Illegal, harmful or fraudulent use

• Breaking any law or regulation, or helping anyone else to, including consumer protection, privacy, tax, export and anti-spam laws.
• Fraud, scams, phishing, identity theft, money laundering or financing illegal activity.
• Selling, shipping or promoting goods or services that are illegal, counterfeit or stolen, that infringe intellectual property, or that break marketplace or carrier rules.
• Shipping hazardous, dangerous or prohibited items in breach of carrier, postal or transport rules, or misdeclaring contents, weights, dimensions or values.
• Content that exploits or harms minors, promotes violence, or harasses, defames or threatens anyone.

3. Messages, calls and email

• Sending spam or unsolicited bulk messages, or messages without the consent and opt-out the law requires (such as the CAN-SPAM Act and the Telephone Consumer Protection Act).
• Robocalls, or autodialed or prerecorded calls or texts without the required consent; caller ID spoofing; or calls to emergency services that are not genuine emergencies.
• Toll fraud, traffic pumping, or reselling calling capacity.
• Recording calls without giving the notices and obtaining the consents the law requires.

4. Security and integrity

• Accessing accounts, data or systems without permission, or testing, scanning or probing the security of the Service without CloudIP's written permission. Authorized security research can be arranged at [email protected].
• Uploading malware, or interfering with or overloading the Service, its networks or other customers.
• Getting around licensing, usage limits, Equipment binding, authentication or security controls.
• Reverse engineering, decompiling or copying the Service, its software or the Equipment's software, except where the law expressly allows it.
• Scraping or harvesting data from the Service, or using the Service to build a competing product.

5. Equipment, where a Subscription includes it

• Using Equipment for anything other than the Service, including mining cryptocurrency, installing other software, or using its computer as a general-purpose computer.
• Opening, modifying, reselling, renting, lending or pledging Equipment, or transferring it to another business or location except as the Equipment Terms allow.

6. Accounts

• Sharing a User's sign-in with others, creating accounts with false information, or creating several accounts to get extra free trials.
• Reselling or sublicensing the Service without a written agreement with CloudIP.

7. Enforcement and reporting

CloudIP may investigate suspected breaches of this policy, remove or block content, and suspend or end Users, Subscriptions or the account, as the Terms of Service describe. Where the law requires, or where people or systems are at risk, CloudIP may report activity to the authorities and cooperate with them.

Report abuse to [email protected] and security issues to [email protected].

1. Who we are and what this policy covers

CloudIP LLC, an Illinois limited liability company ("CloudIP"), provides the CloudIP platform to businesses. This policy explains how CloudIP handles personal information when you visit cloudip.com, create an account, subscribe to or use any module of the Service, install the CloudIP Agent or CloudIP Bridge, or, where an Order includes it, use Equipment.

For account, billing, website and Equipment information, CloudIP decides how the information is used and is responsible for it. For Customer Data that our customers put into the Service, such as their buyers' orders and addresses, CloudIP processes the information on the customer's behalf under the Data Processing Addendum; the customer's own privacy policy applies to it, and requests about it should go to that customer.

2. Information we collect

• Account and contact information: names, business name, email addresses, phone numbers, job roles, sign-in details (passwords are stored only as secure hashes) and preferences.
• Billing information: billing and installation addresses, tax status and exemption certificates, purchases and invoices. Card and bank details are collected and stored by our payment processor, Stripe; CloudIP keeps only the card brand, its last four digits and its expiry date.
• Equipment information: the installation address, each kit's serial number, shipping and return tracking, and the condition of returned Equipment.
• Device and Equipment data: when the CloudIP Agent or Bridge runs on a computer or on Equipment, it sends hardware identifiers (such as the system UUID, system and board serial numbers, the Windows machine identifier, the system disk's serial number and model, and camera and scale identifiers), the computer name, operating system and software versions, connected printers and devices, IP address, status, errors and regular check-ins.
• Measurements and images: the Dimensioner's camera and scale capture images of the area above the measuring platform, and the dimensions and weight of the packages placed on it. Keep only packages in the camera's view, and do not use it to record people.
• Customer Data: data you put into or collect through the Service, which can include your buyers' names, addresses, phone numbers and email addresses, orders, products, shipping labels, accounting and HR records, messages, call records, voicemail and files.
• Support and communications: messages you send us, recordings of calls we tell you are recorded, and feedback.
• Usage and technical data: pages and features used, logs, IP address, browser and device type, and error reports, collected through cookies and similar technologies.
• Information from third parties: data from services you connect, such as marketplaces (for example eBay orders and buyers' shipping details), carriers and label providers (rates and tracking), our payment processor (payment status and fraud signals) and security providers.

3. How we use information

• To provide the modules you subscribe to, which may include, as applicable, processing orders and labels, measuring packages, hosting communications or email, storing backups, and operating any other module in your Order.
• To ship, track, support, repair and recover Equipment, tie each kit to your account and start prepaid periods.
• To bill you, collect payments and taxes, and prevent fraud and abuse, such as repeated free trials or misuse of Equipment.
• To keep the Service and the Equipment secure, detect hardware changes and investigate incidents.
• To provide support and send service messages, such as receipts, billing and renewal notices, return labels and security alerts.
• To improve the Service, using aggregated or de-identified information where possible.
• To send business news and offers to account contacts, which you can opt out of at any time.
• To meet legal obligations, enforce the Agreement, and protect CloudIP, its customers and others.

CloudIP does not sell personal information and does not use Customer Data for advertising.

4. How we share information

CloudIP shares personal information only as follows:

• With service providers that work for CloudIP under contracts that protect the information, including Stripe (payments), EasyPost (shipping labels, rates and tracking), OVHcloud (hosting in the United States) and Cloudflare (network, security and content delivery). The current list is in the Data Processing Addendum.
• With services you connect or tell us to use, such as marketplaces and carriers. A shipping label necessarily shares the recipient's name and address with the carrier.
• With professional advisers, such as lawyers, accountants and insurers.
• With authorities, when the law or legal process requires it, or when needed to protect people's safety or CloudIP's rights.
• With a buyer or successor if CloudIP is involved in a merger, acquisition or sale of assets, subject to this policy.
• With anyone else, with your consent.

5. Cookies and similar technologies

CloudIP uses cookies and browser storage that are needed to sign you in, keep the Service secure (including Cloudflare security checks) and remember your preferences. On our public website we may also use analytics cookies to understand how visitors use it. The CloudIP portal does not use advertising cookies. You can control cookies in your browser, but blocking essential cookies may stop the Service from working. Where the law requires, CloudIP treats a Global Privacy Control signal as a request to opt out.

6. How long we keep information

• Account and billing records: while your account is active and for up to 7 years after it closes, for tax, accounting and legal purposes.
• Customer Data: while your account is active. It is deleted after the 30-day export period that follows the end of your last Subscription, and backup copies are overwritten within a further 90 days, unless the law requires us to keep it longer.
• Device and Equipment data: check-ins and technical data for up to 24 months in identifiable form; Equipment records (serial numbers, assignment, shipping and returns) while the Equipment is in service and for 7 years after.
• Records of your acceptance of the Agreement: while the Agreement is in effect and for 7 years after.
• Support communications: up to 3 years.

7. Security

CloudIP protects information with encryption in transit, access controls, logging, backups and the other safeguards the Data Processing Addendum describes. No system is completely secure. If a breach affects your personal information, CloudIP will notify you as the law requires.

8. Your choices and rights

You can update most account information in the portal, and opt out of marketing emails with the link in each email.

Depending on where you live, you may have the right to ask for access to, correction of, deletion of or a copy of your personal information, to object to or restrict certain uses, and to appeal CloudIP's decision. CloudIP will not treat you differently for using these rights. Send requests to [email protected]. We will verify your identity before acting, and you may use an authorized agent where the law allows.

If your information is part of a CloudIP customer's Customer Data (for example, you bought from a seller that uses CloudIP), please contact that business. CloudIP will help it respond.

9. International users

CloudIP is based in the United States and stores information there. If you use the Service from another country, your information is transferred to and processed in the United States. Where your country's law requires it, CloudIP relies on legal grounds such as performing its contract with you, its legitimate interests in running and securing the Service, legal obligations and your consent, and on appropriate safeguards for transfers.

10. Children

The Service is for businesses and is not directed to children. CloudIP does not knowingly collect personal information from children under 16.

11. Changes to this policy

CloudIP publishes changes to this policy with a new effective date, and notifies account administrators of material changes.

12. Contact

Email [email protected], or write to CloudIP LLC, Attn: Privacy, 1223 Violet Lane, Batavia, Illinois 60510, United States of America.

1. Roles and scope

This Data Processing Addendum ("DPA") is part of the Agreement. It applies when CloudIP processes personal data contained in Customer Data on your behalf ("Customer Personal Data"). You are the controller (or business) and CloudIP is your processor (or service provider).

2. Instructions and the data processed

CloudIP processes Customer Personal Data only to provide, secure and support the Service, according to the Agreement and your documented instructions, including the settings you choose in the Service, unless the law requires otherwise. CloudIP will tell you if it believes an instruction breaks the law.

The individuals concerned are your buyers, customers, employees, contractors, contacts and Users. The data includes contact details, shipping addresses, order and transaction details, communications, account information and any other data you choose to put into the Service. Do not put special categories of data (such as health information) into the Service unless a module is designed for them.

3. Service provider commitments

CloudIP will not sell or share Customer Personal Data, retain, use or disclose it for any purpose other than providing the Service, or combine it with personal data from other sources except as the law allows service providers to. CloudIP will comply with applicable privacy laws, including the California Consumer Privacy Act, and will tell you if it can no longer meet its obligations under them.

4. Personnel

CloudIP gives access to Customer Personal Data only to personnel who need it and who are bound by confidentiality obligations.

5. Security measures

• Encryption of data in transit, and encryption of stored data and backups where the storage systems support it.
• Role-based access, strong authentication for administrative access, and least-privilege access for personnel.
• Logging and monitoring of access and security events.
• Regular backups and recovery procedures.
• Network protections, including firewalls and Cloudflare security services.
• Secure development practices and timely security updates.
• Erasure of returned Equipment before it is reused.

6. Sub-processors

You authorize CloudIP to use the following sub-processors, and those it adds as described below:

• Stripe (United States): payment processing, billing and tax calculation.
• EasyPost (United States): shipping labels, rates and tracking.
• OVHcloud (data centers in the United States): server hosting and storage.
• Cloudflare (United States): DNS, network security, and content and image delivery.

Marketplaces, carriers and other services you connect process data under their own terms, as independent parties acting at your direction, and are not CloudIP's sub-processors.

CloudIP will give notice of a new sub-processor at least 15 days before it starts processing Customer Personal Data, by updating this DPA and notifying account administrators. If you object on reasonable data protection grounds, CloudIP will discuss it with you in good faith; if the objection cannot be resolved, you may end the affected Subscription and CloudIP will refund prepaid fees for the unused period.

CloudIP requires each sub-processor to protect the data at least as well as this DPA does, and remains responsible for its sub-processors.

7. Security incidents

CloudIP will notify you without undue delay, and where feasible within 72 hours, after confirming a breach of security that leads to unauthorized access to, or loss of, Customer Personal Data, and will give you the information you reasonably need to meet your own obligations.

8. Assistance

Taking into account the nature of the processing, CloudIP will help you respond to requests from individuals, and carry out data protection assessments and consultations with authorities where the law requires them. If CloudIP receives a request about Customer Personal Data directly from an individual, it will refer the individual to you.

9. Deletion and return

You can export Customer Personal Data during your Subscription and for 30 days after it ends. CloudIP then deletes it, and backup copies are overwritten within a further 90 days, unless the law requires CloudIP to keep it.

10. Audits

On reasonable written request, and no more than once a year, CloudIP will provide the information needed to demonstrate its compliance with this DPA, such as answers to security questionnaires and summaries of relevant policies, under confidentiality.

11. International transfers

Customer Personal Data is stored in the United States. Where the law requires a transfer mechanism, such as the EU Standard Contractual Clauses or the UK Addendum to them, it is incorporated into this DPA by reference, with CloudIP as the data importer.

12. Liability

Each party's liability under this DPA is subject to the limitations in the Terms of Service.