Terms of Service

Last updated: April 1, 2027

These Terms of Service (hereinafter referred to as the "Agreement") constitute a legally binding agreement between Acme Cloud, Inc., a Delaware corporation with its principal place of business at [Acme Cloud Address] (hereinafter referred to as "Acme Cloud," "We," "Us," or "Our"), and the individual or entity (hereinafter referred to as "Client," "You," or "Your") accessing or utilizing the proprietary cloud computing infrastructure, associated services, Application Programming Interfaces ("APIs"), software, documentation, and all related components provided by Acme Cloud (collectively, the "Service"). By creating an account, accessing, or otherwise using the Service, You unequivocally acknowledge, covenant, and agree to be bound by the entirety of the provisions stipulated herein this Agreement. If You do not agree to all of the terms and conditions set forth in this Agreement, You shall not be permitted to access or use the Service.

1. Acceptance and Formation of Agreement

1.1. Binding Acceptance. Your act of accessing or employing any part of the Service, or Your affirmation of this Agreement by clicking "I Accept" or a similar mechanism, signifies Your explicit, unqualified consent to all the terms and conditions contained within this Agreement. You represent and warrant that You are at least eighteen (18) years of age, or the age of majority in Your jurisdiction, whichever is greater, and possess the requisite legal authority and capacity to enter into this Agreement and to bind any corporate or other legal entity on whose behalf You are accessing or using the Service (hereinafter referred to as the "Entity"). If You do not possess such authority, or if You do not agree with these Terms, You are expressly prohibited from utilizing the Service.

1.2. Modifications. Acme Cloud reserves the unilateral right, at its sole discretion, to revise, amend, or supplement this Agreement at any time. Any such revisions shall become effective upon the earlier of (a) Your continued use of the Service following thirty (30) calendar days after the revised Agreement is posted on the Acme Cloud Website (hereinafter defined as www.acmecloud.example, or such other URL as We may designate from time to time), or (b) Your explicit acceptance of the revised Agreement. Material alterations impacting core Client obligations or rights shall be communicated via electronic mail to the primary contact associated with Your Account or through an in-Service notification. It remains Your sole responsibility to periodically review this Agreement for any modifications. Continued utilization of the Service subsequent to the effective date of any modification shall constitute Your unequivocal acceptance of the revised Agreement.

2. Description of Service and Service Levels

2.1. Core Service Offering. Acme Cloud provides a comprehensive suite of on-demand, scalable, and resilient compute, storage, and networking resources accessible programmatically via APIs, through command-line interfaces ("CLIs"), and via a web-based management console (the "Control Panel"). The precise specifications, functionalities, and limitations of the Service components are detailed within the official Service Documentation (hereinafter referred to as "Service Documentation"), which is incorporated herein by reference.

2.2. Service Modifications and Discontinuation. Acme Cloud expressly reserves the right, at its sole discretion and without incurring liability, to enhance, modify, replace, or discontinue any feature, functionality, or component of the Service. Acme Cloud shall endeavor to provide reasonable advance notice, typically no less than ninety (90) calendar days, for any material modifications or discontinuations of core Service functionalities that, in Acme Cloud's reasonable estimation, are likely to cause a significant adverse impact to Your production workloads. However, shorter notice, or no notice, may be provided in emergency situations, for security reasons, or to address regulatory compliance requirements.

2.3. Service Level Agreement (SLA). Acme Cloud aims to provide a high level of Service availability. Our current Service Level Agreement (hereinafter referred to as "SLA") specifies a target monthly uptime percentage of ninety-nine and nine-tenths percent (99.9%) for production-tier resources, exclusive of Scheduled Maintenance Windows and other explicitly defined exclusions. The comprehensive terms, conditions, measurement methodologies, and the sole and exclusive remedies for any failure to meet the stated uptime target (typically in the form of Service Credits) are set forth in the separate Acme Cloud SLA Policy, available on the Acme Cloud Website, which is hereby incorporated into this Agreement by reference. You acknowledge and agree that the remedies provided in the SLA Policy are Your sole and exclusive remedies for any Service unavailability or performance issues.

3. Account Establishment and Management

3.1. Account Registration. To access and utilize the Service, You must register and maintain an active user account (hereinafter referred to as the "Account"). You covenant and warrant that all information provided during the Account registration process, and subsequently throughout Your use of the Service, shall be truthful, accurate, current, and complete. You shall promptly update such information to ensure its continued accuracy and completeness. Failure to provide and maintain accurate, current, and complete information may result in the suspension or termination of Your Account and Your access to the Service.

3.2. Account Security. You are exclusively and solely responsible for the confidentiality and integrity of Your Account credentials, including but not limited to usernames, passwords, API keys, and any other authentication mechanisms (collectively, "Account Credentials"). You shall employ commercially reasonable efforts to prevent unauthorized access to and use of Your Account. You must immediately notify Acme Cloud, via email to security@acmecloud.example, upon becoming aware of any actual or suspected unauthorized access to or use of Your Account Credentials or the Service. Acme Cloud shall not be liable for any loss or damage arising from Your failure to comply with this Section 3.2.

3.3. Account Usage Restrictions. Accounts are personal to the legal entity or individual registered and may not be shared, transferred, or assigned to unrelated legal entities or individuals without the prior express written consent of Acme Cloud, which consent may be withheld at Acme Cloud's sole discretion. Each legal entity or individual must establish its own distinct Account, unless otherwise explicitly agreed upon in writing by Acme Cloud.

4. Acceptable Use Policy

4.1. Prohibited Conduct. You agree and covenant not to use the Service, or permit the use of the Service, in any manner that:

(a) Violates any applicable local, state, federal, or international law, statute, ordinance, rule, regulation, or treaty, including, without limitation, laws pertaining to privacy, data protection, export control, or intellectual property rights.
(b) Facilitates, promotes, or engages in any activity that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, as determined by Acme Cloud in its sole discretion.
(c) Attempts to transmit, store, or otherwise make available any malicious code, including viruses, worms, Trojan horses, or other harmful or disruptive computer programming routines.
(d) Engages in any form of denial-of-service attack, distributed denial-of-service attack, network flooding, or any other activity intended to disrupt, degrade, or overburden the Service, Acme Cloud's network, or the networks or services of any third party.
(e) Attempts to gain unauthorized access to the Service, other users' Accounts, or any computer systems or networks connected to the Service, through hacking, password mining, or any other illicit means.
(f) Infringes upon or misappropriates the intellectual property rights, privacy rights, publicity rights, or any other proprietary rights of Acme Cloud or any third party.
(g) Resells, subleases, or otherwise provides the Service to any third party, in whole or in part, without the prior express written consent of Acme Cloud.
(h) Circumvents, bypasses, or otherwise evades any usage limits, rate limits, bandwidth restrictions, billing mechanisms, or other controls implemented by Acme Cloud.
(i) Scans, probes, or tests the vulnerability of any Acme Cloud system or network, or attempts to breach any security or authentication measures, unless explicitly authorized in writing by Acme Cloud within a defined security research program.
(j) Utilizes the Service for cryptocurrency mining activities without a specific agreement with Acme Cloud for such usage, which agreement may include specialized pricing and resource allocations.
(k) Engages in any activity that could damage, disable, overburden, or impair any Acme Cloud server, network, or the Service, or interferes with any other party's use and enjoyment of the Service.

4.2. Enforcement. Acme Cloud reserves the right, but not the obligation, to investigate any suspected violation of this Section 4. Acme Cloud may, without prior notice and in its sole discretion, suspend, restrict, or terminate Your Account and access to the Service, remove or disable access to any Customer Data (hereinafter defined) found to be in violation, or take any other remedial action deemed necessary, should You violate any provision of this Section 4. Acme Cloud shall not be liable for any damages incurred by You as a result of such enforcement actions.

5. Fees, Billing, and Payment Terms

5.1. Service Fees. You agree to pay all fees and charges (collectively, "Fees") for Your use of the Service as described on the Acme Cloud Website, the Control Panel, or as otherwise agreed upon in a separate written agreement (e.g., a Statement of Work or Order Form) executed by both Parties. Fees are calculated based on Your consumption of Service resources and functionalities as measured by Acme Cloud's proprietary metering systems.

Plan	Monthly Base Fee	Included Compute Hours	Overage Rate
Starter	$0.00	50 hours	$0.08/hr
Growth	$49.00	500 hours	$0.06/hr
Scale	$499.00	6,000 hours	$0.04/hr

5.2. Billing and Invoicing. Unless otherwise specified, all Fees are billed monthly in arrears. Acme Cloud will issue an invoice to Your Account, typically accessible via the Control Panel, for the preceding billing cycle. All invoices are due and payable within fifteen (15) calendar days from the date of issuance. Your failure to make timely payments may result in the imposition of late payment charges, suspension of Your Service, or termination of this Agreement, as further described in Section 5.4.

5.3. Taxes. All Fees are exclusive of any and all applicable federal, state, local, or international sales, use, value-added, excise, withholding, property, or other taxes, levies, duties, or assessments (collectively, "Taxes"). You shall be solely responsible for the payment of all such Taxes, excluding only taxes based on Acme Cloud's net income. If Acme Cloud is legally obligated to pay or collect Taxes for which You are responsible, the appropriate amount will be invoiced to and paid by You, unless You provide Acme Cloud with a valid tax exemption certificate or other documentation demonstrating Your exempt status, as acceptable to the relevant taxing authority.

5.4. Delinquent Accounts. In the event that any undisputed invoice is not paid by the due date, Acme Cloud reserves the right, in addition to any other remedies available under law or equity, to: (a) charge a late payment fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the due date until the date of full payment; (b) suspend Your access to the Service or specific components thereof, after providing a ten (10) calendar day grace period from the invoice due date during which You may cure the delinquency; and/or (c) terminate this Agreement for material breach pursuant to Section 8. Any suspension or termination due to Your payment delinquency shall not relieve You of Your obligation to pay any accrued Fees.

6. Intellectual Property Rights

6.1. Acme Cloud Intellectual Property. All intellectual property rights, including, without limitation, copyrights, patents, trademarks, trade secrets, and proprietary information, embodied in the Service, the Service Documentation, the Acme Cloud Website, the Control Panel, the underlying software, algorithms, designs, graphics, user interfaces, branding, and all other materials provided by Acme Cloud (collectively, "Acme Cloud IP") are and shall remain the exclusive property of Acme Cloud or its licensors. This Agreement grants You a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service strictly in accordance with the terms herein. This Agreement does not convey to You any ownership interest in or to any Acme Cloud IP. You shall not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) contained in the Service or any materials provided by Acme Cloud.

6.2. Customer Data. As between Acme Cloud and Client, You shall retain all right, title, and interest in and to any data, content, software, or information that You store, process, transmit, or otherwise make available through the Service (hereinafter referred to as "Customer Data"). You grant Acme Cloud and its subprocessors a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (solely for the purpose of providing the Service), and transferable license to host, copy, transmit, display, analyze, store, and otherwise process Customer Data solely for the purpose of providing the Service, fulfilling its obligations under this Agreement, improving the Service (provided such improvements do not involve the unauthorized disclosure of Customer Data), and complying with legal obligations. You represent and warrant that You have all necessary rights, licenses, and permissions to grant the foregoing license and that Your Customer Data does not infringe upon or violate the intellectual property, privacy, or other rights of any third party.

6.3. Feedback. Should You provide any suggestions, comments, ideas, enhancements, or other feedback regarding the Service (collectively, "Feedback"), You hereby grant Acme Cloud a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, unrestricted, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such Feedback in any medium and for any purpose, without attribution or compensation to You.

7. Data Privacy and Security

7.1. Data Processing. Acme Cloud will process Customer Data in accordance with its Privacy Policy, available on the Acme Cloud Website (the "Privacy Policy"), which is incorporated herein by reference. The Privacy Policy describes how Acme Cloud collects, uses, and discloses personal data. To the extent that Customer Data includes personal data subject to the General Data Protection Regulation (EU) 2016/679 ("GDPR") or similar data protection laws, the Data Processing Addendum ("DPA"), available on the Acme Cloud Website, shall apply and is hereby incorporated by reference. You agree to be bound by the DPA, and You acknowledge that Your continued use of the Service constitutes Your agreement to the DPA.

7.2. Security Measures. Acme Cloud implements and maintains technical and organizational security measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These measures are described in Acme Cloud's Security Policy, available on the Acme Cloud Website. Notwithstanding the foregoing, You acknowledge that no data transmission over the internet or data storage system can be guaranteed to be 100% secure. You are solely responsible for ensuring the security of Your Account Credentials, for securing Customer Data within Your control, and for implementing appropriate measures to protect against unauthorized access to or use of Customer Data stored on the Service.

7.3. Data Location. Acme Cloud may process and store Customer Data in various geographical regions as selected by You within the Control Panel or as necessary for the provision of the Service. By using the Service, You consent to the transfer of Customer Data to, and its storage and processing in, any such region.

8. Term, Suspension, and Termination

8.1. Term. This Agreement shall commence on the date You accept these Terms or first use the Service and shall continue in effect until terminated by either Party in accordance with the provisions hereof (the "Term").

8.2. Termination for Convenience. Either Party may terminate this Agreement, for convenience, upon providing no less than thirty (30) calendar days' prior written notice to the other Party.

8.3. Termination for Cause by Acme Cloud. Acme Cloud may immediately suspend Your access to the Service or terminate this Agreement, in whole or in part, without liability to You, if: (a) You materially breach any provision of this Agreement, including, without limitation, Your payment obligations under Section 5 or Your compliance with the Acceptable Use Policy in Section 4, and fail to cure such breach within ten (10) calendar days of receiving written notice thereof from Acme Cloud; (b) Acme Cloud, in its sole discretion, determines that Your use of the Service poses an imminent threat to the security, integrity, or availability of the Service or to the data of other clients; (c) Acme Cloud is required to do so by applicable law, governmental order, or regulatory requirement; or (d) You cease to operate in the normal course of business, become insolvent, make an assignment for the benefit of creditors, or become the subject of any bankruptcy, receivership, or similar proceeding.

8.4. Effect of Termination. Upon any termination of this Agreement: (a) Your right to use the Service shall immediately cease; (b) all outstanding Fees accrued up to the effective date of termination shall become immediately due and payable; (c) Acme Cloud shall, for a period of thirty (30) calendar days following the effective date of termination (the "Data Retention Period"), retain Customer Data to facilitate Your retrieval of such data. You are solely responsible for exporting Customer Data before or during the Data Retention Period. Following the expiration of the Data Retention Period, Acme Cloud shall have no obligation to retain or provide Customer Data and may, at its sole discretion, delete or render inaccessible all Customer Data without further notice.

8.5. Survival. Sections 5 (Fees, Billing, and Payment Terms), 6 (Intellectual Property Rights), 8.4 (Effect of Termination), 8.5 (Survival), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), 13 (Governing Law and Dispute Resolution), and 14 (Miscellaneous) shall survive any termination or expiration of this Agreement.

9. Disclaimers

9.1. "AS IS" Basis. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACME CLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ACME CLOUD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. ACME CLOUD DOES NOT WARRANT THAT CUSTOMER DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF THE SERVICE, AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON SUCH USE.

9.2. No Warranties from Third-Party Providers. Acme Cloud makes no warranties or representations, express or implied, regarding any third-party software, hardware, or services utilized in conjunction with or integrated into the Service, and disclaims any and all liability related thereto.

10. Limitation of Liability

10.1. Limitation of Direct Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACME CLOUD'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE FEES ACTUALLY PAID BY YOU TO ACME CLOUD FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY EVEN IF THE AFORESTATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2. Exclusion of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL ACME CLOUD OR ITS SUPPLIERS, LICENSORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE LEGAL THEORY (WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF ACME CLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3. Basis of the Bargain. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ACME CLOUD AND YOU, AND ACME CLOUD WOULD NOT BE ABLE TO PROVIDE THE SERVICE WITHOUT SUCH LIMITATIONS.

11. Indemnification

11.1. Client Indemnification. You agree to indemnify, defend, and hold harmless Acme Cloud, its affiliates, licensors, and their respective officers, directors, employees, agents, and representatives (collectively, the "Acme Cloud Indemnified Parties") from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with: (a) Your use of the Service in a manner not authorized by this Agreement; (b) any breach of Your representations, warranties, or covenants under this Agreement, including, without limitation, Your obligations under Section 4 (Acceptable Use Policy) and Section 6.2 (Customer Data); (c) Your Customer Data, including any claim that Customer Data infringes or misappropriates the intellectual property or other rights of a third party, or violates applicable law; (d) Your gross negligence or willful misconduct; or (e) any dispute between You and a third party arising from Your use of the Service.

11.2. Indemnification Procedure. Acme Cloud will provide You with prompt written notice of any such claim and will reasonably cooperate with You in the defense thereof, at Your expense. You shall have sole control over the defense and settlement of any such claim, provided that You may not settle any claim that imposes any liability or obligation on any Acme Cloud Indemnified Party without Acme Cloud's prior written consent.

12. Confidentiality

12.1. Definition. "Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that, by the nature of the information or the circumstances surrounding its disclosure, ought reasonably to be treated as confidential. Confidential Information includes, without limitation, the Service (including its design and performance characteristics), pricing, business plans, technical data, product plans, research, development, software, intellectual property, Customer Data, and the terms of this Agreement.

12.2. Obligations. The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely for the purpose of exercising its rights or fulfilling its obligations under this Agreement; (b) exercise at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own highly sensitive confidential information, but in no event less than reasonable care; and (c) not disclose such Confidential Information to any third party except to its employees, agents, contractors, and subprocessors who have a "need to know" for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those herein.

12.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any confidentiality obligation; (c) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

12.4. Compelled Disclosure. If the Receiving Party is compelled by law or by a governmental or judicial order to disclose Confidential Information, it shall provide prior written notice to the Disclosing Party (where legally permissible) to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy.

13. Governing Law and Dispute Resolution

13.1. Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.2. Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, validity, breach, or termination, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in the English language. There shall be one (1) arbitrator, mutually agreed upon by the Parties. If the Parties are unable to agree on an arbitrator within thirty (30) days of the demand for arbitration, the arbitrator shall be appointed by the AAA. The arbitrator shall have the authority to award attorneys' fees and costs to the prevailing Party.

13.3. Injunctive Relief. Notwithstanding Section 13.2, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights (e.g., copyrights, trademarks, patents, trade secrets) or to prevent unauthorized use of the Service or breaches of confidentiality obligations, without being required to post bond or demonstrate actual damages.

13.4. Waiver of Class Action. YOU AND ACME CLOUD AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION.

14. Miscellaneous

14.1. Entire Agreement. This Agreement, together with the Service Documentation, Privacy Policy, SLA Policy, DPA, and any applicable Order Forms or Statements of Work, constitutes the entire agreement between You and Acme Cloud concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, negotiations, and discussions between the Parties, whether implied or express.

14.2. Assignment. You may not assign or transfer this Agreement, in whole or in part, without the prior express written consent of Acme Cloud. Any purported assignment or transfer in violation of this Section 14.2 shall be null and void. Acme Cloud may assign or transfer this Agreement, in whole or in part, without Your consent, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

14.3. Force Majeure. Neither Party shall be liable for any delay or failure to perform any obligation under this Agreement (excluding payment obligations) if such delay or failure is caused by acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, epidemics, pandemics, or other casualty, strikes, unavailability of telecommunications or internet services, governmental regulations, or other causes beyond the Party's reasonable control.

14.4. Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind the other Party or to incur obligations on its behalf.

14.5. Notices. All notices required or permitted under this Agreement shall be in writing. Notices to Acme Cloud shall be sent to legal@acmecloud.example or to such other address as Acme Cloud may specify in writing. Notices to You shall be sent to the email address associated with Your Account or via an in-Service notification. Notices shall be deemed given when transmitted if sent by email, or upon delivery if sent by reputable overnight courier or certified mail.

14.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law.

14.7. Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy. Any waiver must be in writing and signed by an authorized representative of the waiving Party.

14.8. Export Compliance. You represent and warrant that You are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services (e.g., Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine), and that You are not a person or entity identified on any U.S. government list of prohibited or restricted parties. You shall not export, re-export, or transfer the Service or any Customer Data in violation of U.S. export control laws or regulations.

14.9. Publicity. Unless explicitly agreed otherwise in a separate written agreement, You grant Acme Cloud the right to use Your company name and logo as a reference in marketing or promotional materials, including on Acme Cloud's website. You may revoke this right at any time by providing written notice to Acme Cloud.