Terms of Service

Effective Date: June 26, 2025

These Terms of Service ("Terms") govern your access to and use of the Cloud3PL software application ("Cloud3PL App") provided by Cloud3PL Software Inc. ("Cloud3PL," "we," "us," or "our"). By accessing or using the Cloud3PL App, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Cloud3PL App.

1. Acceptance of Terms

By creating an account, accessing, or using the Cloud3PL App, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. These Terms constitute a legal agreement between you and Cloud3PL Software Inc.

2. License to Use the Cloud3PL App

Subject to your compliance with these Terms, Cloud3PL grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Cloud3PL App solely for your internal business operations as a logistical and supply chain management tool. This license does not grant you any ownership rights in the Cloud3PL App.

3. Account Registration and Security

3.1. To access certain features of the Cloud3PL App, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2. You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You agree to notify Cloud3PL immediately of any unauthorized use of your account or any other breach of security. Cloud3PL will not be liable for any loss or damage arising from your failure to comply with this security obligation.

4. User Responsibilities and Conduct

4.1. You agree to use the Cloud3PL App only for lawful purposes and in accordance with these Terms.

4.2. You agree not to:

• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Cloud3PL App without express written permission from Cloud3PL.
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Cloud3PL App.
• Use the Cloud3PL App in any manner that could disable, overburden, damage, or impair the Cloud3PL App or interfere with any other party's use of the Cloud3PL App.
• Use any robot, spider, or other automatic device, process, or means to access the Cloud3PL App for any purpose, including monitoring or copying any of the material on the Cloud3PL App.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Cloud3PL App, the server on which the Cloud3PL App is stored, or any server, computer, or database connected to the Cloud3PL App.
• Use the Cloud3PL App to transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
• Impersonate or attempt to impersonate Cloud3PL, a Cloud3PL employee, another user, or any other person or entity.

5. Intellectual Property Rights

5.1. All intellectual property rights in and to the Cloud3PL App, including all software, technology, content, graphics, user interfaces, visual interfaces, and the design, structure, selection, coordination, expression, "look and feel," and arrangement of the Cloud3PL App, are owned by Cloud3PL Software Inc. or its licensors and are protected by copyright, patent, trademark, and other intellectual property laws.

5.2. These Terms do not grant you any right to use any trademarks, service marks, logos, or trade names of Cloud3PL.

6. Fees and Payment

6.1. Access to and use of certain features of the Cloud3PL App may require payment of subscription fees or other charges, as detailed on our website or within the Cloud3PL App.

6.2. You agree to pay all applicable fees and charges in a timely manner. All fees are non-refundable unless otherwise expressly stated by Cloud3PL.

6.3. Cloud3PL reserves the right to change its pricing and billing methods at any time, with reasonable notice to you.

7. Data Privacy and Security

7.1. Your use of the Cloud3PL App is subject to our Privacy Policy, which explains how we collect, use, and protect your data. By using the Cloud3PL App, you consent to all actions taken by us with respect to your data in compliance with the Privacy Policy.

7.2. Cloud3PL implements industry-standard security measures to protect your data. However, you acknowledge that no method of transmission over the internet or method of electronic storage is 100% secure.

8. Third-Party Services and Links

The Cloud3PL App may integrate with or contain links to third-party websites or services that are not owned or controlled by Cloud3PL. Cloud3PL has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

9. Termination

9.1. Cloud3PL may terminate or suspend your access to all or part of the Cloud3PL App immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms.

9.2. Upon termination, your right to use the Cloud3PL App will immediately cease.

9.3. Sections related to Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and General Provisions shall survive any termination of these Terms.

10. Disclaimers

THE CLOUD3PL APP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CLOUD3PL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER CLOUD3PL NOR ANY PERSON ASSOCIATED WITH CLOUD3PL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE CLOUD3PL APP. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. Limitation of Liability

IN NO EVENT SHALL CLOUD3PL, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE CLOUD3PL APP, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE CLOUD3PL APP OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Indemnification

You agree to defend, indemnify, and hold harmless Cloud3PL, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Cloud3PL App, including, but not limited to, your User Contributions, any use of the Cloud3PL App's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Cloud3PL App.

13. Governing Law and Jurisdiction

These Terms and your use of the Cloud3PL App shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. Any legal action or proceeding arising out of or related to these Terms or the Cloud3PL App shall be brought exclusively in the federal or state courts located in Los Angeles County, California.

14. Changes to Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Cloud3PL App thereafter. Your continued use of the Cloud3PL App following the posting of revised Terms means that you accept and agree to the changes.

15. General Provisions

15.1. Entire Agreement: These Terms and our Privacy Policy constitute the sole and entire agreement between you and Cloud3PL Software Inc. regarding the Cloud3PL App and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Cloud3PL App.

15.2. Waiver and Severability: No waiver by Cloud3PL of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Cloud3PL to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

15.3. Headings: The headings in these Terms are for convenience only and shall not affect their interpretation.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Cloud3PL Software Inc.
8 The Green, Ste 8258
Dover, DE 19901