Terms of Service

KHLOUD, INC. TERMS OF SERVICE

Last Updated: April 29, 2025

Welcome to Khloudfoods.com, the website and online service of Khloud, Inc. (“Company,” “we,” or “us”). This page explains the terms by which you may use our online services, website, and purchase our products through the service (collectively, the “Service”) and the terms applicable to purchases of the products we make available from time to time. We are a direct-to-consumer snack brand offering protein-packed, family-friendly popcorn as well as other products that we may make available from time-to-time (“Products”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service (this “Agreement”), whether or not you are a registered user of our Service. For more information about Company’s data collection, use and disclosure practices, please see our privacy notice, which you can access at https://khloudfoods.com/pages/privacy-policy (“Privacy Notice”). This Agreement applies to all visitors, users, and others who access the Service (“Users” or “you”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 15.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 15.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 15.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

THE INFORMATION ON THE SERVICE ABOUT THE PRODUCTS IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS REGARDING PURCHASES OF ANY PRODUCTS. ANY RELIANCE ON MATERIAL ON THIS SERVICE IS AT YOUR OWN RISK. IT IS YOUR RESPONSIBILITY TO REVIEW THE INFORMATION CONTAINED ON PRODUCT PACKAGING OR LABELING TO OBTAIN MORE ACCURATE INFORMATION ABOUT A SPECIFIC PRODUCT.

1. Our Service

1.1. Eligibility

This is a contract between you and Company. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Company, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 in any applicable jurisdiction (a “Minor”) is strictly prohibited and in violation of this Agreement, unless such access and/or use is supervised by such Minor’s parent or legal guardian (“Parent”) who: (i) has read and understands these Terms; (ii) approves all rights granted, and all obligations undertaken, by the Minor hereunder; and (iii) agrees to be bound by these Terms. If you are a Parent of a User who is a Minor, then, by allowing such Minor to access and/or use the Service, you are subject to these Terms and responsible for such Minor’s activity on the Service. With respect to the Parent of a User who is a Minor, “you,” as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means “the Parent, on behalf of the Parent and the Minor,” and “your” has the corresponding meaning. The Service is not available to any Users previously removed from the Service by Company.

1.2. Limited License

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your internal use only and as permitted by the features of the Service. Company reserves all rights not expressly granted herein in the Service and the Company Content (as defined below). Company may terminate this license at any time for any reason or no reason. Notwithstanding anything to the contrary herein, certain portions of the Service may be available only during the Subscription Term(s) (as defined below), as further described in Section 8.3 (Subscription Plans).

1.3. User Accounts

Your account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. If you open a User Account on behalf of a company, organization, or other entity, or otherwise place an order for Products on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password and/or any other authentication credentials secure, and you will not share your password(s) and/or any other authentication credentials with anyone else. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) to protect your User Account. You must notify Company immediately of any breach of security or unauthorized use of your User Account. Company will not be liable for any losses caused by any unauthorized use of your User Account.

You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing Company with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including, without limitation, marketing and advertising messages, such as messages notifying you of changes to features of the Service and special offers (collectively, “Marketing Emails”). If you do not want to receive Marketing Emails, you may opt out of receiving them or change your preferences by contacting the Service support team at hi@khloudfoods.com or by clicking on the “unsubscribe” link within a Marketing Email. Opting out will not prevent you from receiving Service-related notices.

1.4. Service Rules

You agree not to engage in any of the following prohibited activities: (i) copying, renting, leasing, (re)selling, loaning, transferring, assigning, (sub)licensing, creating derivative works, modifying, altering, distributing, or disclosing any part of the Service or any Company Content (as defined below) in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Company grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) disassembling, reverse engineering, decoding, or decompiling any part of the Service; (xiv) using any content available on or via the Service (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons; (xv) buying, selling or transferring API keys without our prior written consent in each case; (xvi) using the Service in any manner or for any purpose that (A) violates, or promotes the violation of, any Applicable Law (as defined below), contractual obligation, or right of any person, including, but not limited to, Intellectual Property Rights (as defined below), privacy rights, and/or rights of personality, (B) is fraudulent, false, deceptive, or defamatory, (C) promotes hatred, violence, or harm against any individual or group, or (D) otherwise may be harmful or objectionable (in our sole discretion) to us or to our providers, our suppliers, Users, or any other third party; (xvii) using or displaying the Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Service, or otherwise to our detriment or disadvantage; or (xviii) identifying or referring to us or to the Service in a manner that could reasonably imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our prior express written consent.

You represent and warrant that you are buying Products from the Service for your own personal or household use only, and not for resale or export. Purchase for resale means the purchase of Product by someone who intends to resell the Product to others (consumers, businesses or any third party).

1.5. Changes to the Service; Termination

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement, and you will remain liable for all amounts due under the Agreement. Unless otherwise stated herein, you may terminate your relationship with Company at any time by ceasing to use the Service or contacting Company at hi@khloudfoods.com.

1.6. Disputes with Other Users

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Company shall have no liability for your interactions with other Users, or for any User’s action or inaction, including relating to your User Content (as defined below).

1.7. Service Location

The Service is controlled and operated from facilities in the United States. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

2. User Content

Any content and any other communication or material you directly or indirectly transmit to Company at or through the Service or any social media pages that Company controls, including any data, questions, comments, suggestions, or the like (any such materials a User submits, posts, displays, provides, or otherwise makes available is referred to as “User Content”) is, and will be treated as, non-confidential and non-proprietary. As a functionality of certain social media platforms, you may tag Company in your User Content on those social media platforms. Any content tagged with Company’s trademarks, logos, service marks, trade names, and other content or information related thereto (“Social Media Tags”) shall be considered User Content.

We claim no ownership rights over User Content created by you. The User Content you create remains yours. However, you understand that certain portions of the Service, social media pages that Company controls, and Social Media Tags may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through the Service, on social media pages Company controls, or on Social Media Tags, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement. Company has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service or, to the extent possible, on social media pages Company controls.

By submitting, posting, displaying, providing, tagging, or otherwise making available any User Content on or through the Service, social media pages Company controls, or Social Media Tags, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Company a royalty-free, sublicensable (through multiple tiers), transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, adapt, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, make derivative works of, and otherwise exploit all such User Content and all names, voices, and/or likenesses as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Company’s (and its successors’ and affiliates’) business, including without limitation for (i) maintaining and providing the Service; (ii) improving the Products and the Service and for our other business purposes, such as data analysis, customer research, developing new Products or features, and identifying usage trends; (iii) performing such other actions as described in our Privacy Notice or as authorized by you in connection with your use of the Service; and (iv) promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, rights in formulas, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
Your User Content and Company’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights, or contain inaccurate, misleading, libelous, or otherwise abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service.
Company may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
Your User Content does not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of User Content in connection with the Service is not violative of any confidentiality rights of any third party.
You will not upload or make available through the Service, either directly or by other means, any personal information of children under 13 or the applicable age of digital consent.
Your User Content does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; content that is abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy; sexist or racially, ethnically, or otherwise discriminatory content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam, machine-generated content, or unsolicited messages; and/or otherwise objectionable content.
All your User Content and other information that you provide to us is truthful and accurate.

Company takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Company shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

3. Our Proprietary Rights

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, formulas, trade dress, marketing materials related to the Products and User Content belonging to other Users (the “Company Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Company and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company Content. Use of the Company Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to improve our Products and services (including the Service), and to develop new Products, services, and/or features; (c) to monitor your usage of the Service; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including Intellectual Property Rights, in and to the Service.

You may choose to, or we may invite you to, submit comments or ideas about the Service or Products, including without limitation about how to improve the Service or our Products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Company under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, although we are not required to use any Ideas. Ideas are deemed our Confidential Information (as defined below). You further acknowledge that, by acceptance of your submission, Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from sources other than you.

3. Privacy

We care about the privacy of our Users. You understand that by using the Service, you consent to the collection, use and disclosure of your personally identifiable information and aggregate and/or anonymized data as set forth in our Privacy Notice, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

4. Security

We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

5. Copyright and Trademark Policy

Since we respect brand, artist and content owner rights, it is Company’s policy to respond to alleged copyright and trademark infringement notices, including those that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work or trademark has been copied in a way that constitutes infringement and is accessible via the Service, please notify Company’s agent as set forth below. For your complaint to be valid, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the owner;

2. Identification of the copyrighted work or trademark that you claim has been infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Service;

4. Information reasonably sufficient to permit Company to contact you, such as your address, telephone number, and, e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following Company agent:

Attn: Infringement Notice

Khloud, Inc.

Address:

6600 Sunset Blvd., Flr 2

Los Angeles, CA 90028

Fax Number: 424-465-2103

Email: copyright@khloud.com

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying Company and its affiliates that your material has been infringed. The preceding requirements are intended to comply with Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other Applicable Laws.

In accordance with the DMCA and other Applicable Law, Company has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

6. Product Information.

6.1. ALLERGEN INFORMATION AND ASSUMPTION OF RISK

PRODUCTS CONTAIN MILK AND SOME PRODUCTS MAY ALSO CONTAIN COCONUT. PRODUCTS MAY ALSO BE PREPARED AND STORED IN FACILITIES THAT ACTIVELY STORE, PREPARE, PORTION, AND DISTRIBUTE INGREDIENTS THAT CONTAIN THE FOLLOWING NINE (9) MAJOR ALLERGENS IDENTIFIED BY THE U.S. FOOD AND DRUG ADMINISTRATION: WHEAT, EGG, SOY, MILK, TREE NUTS, PEANUTS, SESAME, FISH, AND SHELLFISH. YOU ARE SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING OR CONSUMING SUCH PRODUCTS. IF YOU SUSPECT THAT YOU ARE HAVING AN ALLERGIC REACTION OR OTHER ADVERSE HEALTH EVENT, IMMEDIATELY CONTACT YOUR HEALTH CARE PROVIDER OR CALL 911.

6.2. NUTRITION INFORMATION AND ASSUMPTION OF RISK

COMPANY DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON THE SERVICE IS ACCURATE OR COMPLETE. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON THE SERVICE. WE RECOMMEND THAT YOU CONSULT THE PRODUCT’S LABEL OR CONTACT US IN ORDER TO PROVIDE INFORMATION IF YOU HAVE A SPECIFIC DIETARY CONCERN OR QUESTION ABOUT A PRODUCT.

6.3. CHILD CHOKING HAZARD AND ASSUMPTION OF RISK

CHILDREN UNDER AGE 5 ARE AT GREATEST RISK FOR CHOKING INJURY AND DEATH, AND THE CDC AND USDA ADVISE THAT YOUNG CHILDREN SHOULD BE SUPERVISED AT ALL TIMES WHILE EATING. VARIOUS AUTHORITIES HAVE ADVISED THAT POPCORN SHOULD BE AVOIDED FOR CHILDREN YOUNGER THAN 5 YEARS OF AGE. IF THERE IS A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. YOU ARE SOLELY RESPONSIBLE FOR THE PROPER STORAGE, USE AND CONSUMPTION OF THE PRODUCTS. USE AND CONSUMPTION OF COMPANY FOOD PRODUCTS IS SOLELY AT YOUR OWN RISK.

6.4. HEALTH RELATED INFORMATION

INFORMATION ACCESSIBLE ON THE SERVICE IS FOR INFORMATION ONLY AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. COMPANY DOES NOT ENDORSE OR WARRANT THE VALIDITY OF ANY SUCH HEALTH RELATED STATEMENTS CONTAINED ON THE SERVICE OR ANY SUCH INFORMATION CONTAINED IN THIRD PARTY SITES REFERENCED ON THE SERVICE. INFORMATION IS GENERAL IN NATURE AND MAY BE HELPFUL TO SOME PERSONS BUT NOT OTHERS, DEPENDING UPON THEIR PERSONAL MEDICAL NEEDS. YOU SHOULD ALWAYS CONSULT WITH YOUR PHYSICIAN PRIOR TO CHANGING OR UNDERTAKING A NEW DIET OR EXERCISE PROGRAM. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SERVICE.

6.5 ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

WE HAVE ENDEAVORED TO BE AS ACCURATE AS POSSIBLE IN DESCRIBING AND DISPLAYING THE COLORS AND OTHER FEATURES OF THE PRODUCTS MADE AVAILABLE FOR PURCHASE THROUGH THE SERVICE; HOWEVER, YOU ACKNOWLEDGE AND AGREE THAT THERE IS NO WARRANTY OR GUARANTEE THAT THE COLORS, QUALITY, PRODUCT DESCRIPTIONS, OR OTHER INFORMATION ABOUT THE PRODUCTS IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

7. Third-Party Links and Information

The Service may contain links to third-party materials that are not owned or controlled by Company. Company does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and Company’s Privacy Notice do not apply to your use of such sites. You expressly relieve Company from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of Products, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Company shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

8. Orders, Payments, Billing, and Subscription Plans

8.1 Placing an Order; Shipping

You can purchase certain Products online through the Service. We may change our Products from time to time, at our sole discretion and without notice to you. Offered Products may have limited quantities and are subject to return or exchange only according to information regarding refunds, returns, and credits on our Frequently Asked Questions webpage which can be found at https://khloudfoods.com/pages/faq. You agree that your order is an offer to buy all Products listed in your order under these Terms. We may contact you (via email or phone) if additional information is required to accept and process your order. Invalid order information may result in delays in processing your order. Your receipt of an order confirmation does not constitute Company’s acceptance of your order.

Without prior notification, Company retains the right to limit the Product order quantity and the right to refuse to sell Products to any customer for any reason or no reason, without being liable for any damage or costs other than repayment of any amount received from you in relation to such sale or order. If we cancel your order, we will attempt to notify you using the email address you have provided with the order. Product prices shown on the Service are quoted in U.S. dollars. Company may restrict delivery to addresses within the United States. Product prices shown on the Service may change from time to time and we may add new Products and/or amend pricing and payment terms for existing Products, at any time in our sole discretion, and/or discontinue offering any Subscriptions (as defined below) at any time, in our sole discretion; provided, however, that if we have agreed to a specific Subscription Term and a corresponding Subscription Fee, then that Subscription will remain in force for that Subscription Fee during that Subscription Term. Such prices do not include shipping and handling costs and do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, and withholding taxes, assessable by any jurisdiction (collectively, but, for clarity, excluding taxes based on our net income, “Taxes”). You will be responsible for paying all Taxes that may apply to your order, which will be added to your total invoice price during the checkout process. After you place an order, we or our third-party payment processor that we engage to process payments Users make in connection with the Service (“Payment Processor”) will review the information you provided for validity by verifying your method of payment, billing, and/or shipping address.

You agree to pay any shipping and handling charges shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the charges applicable to you before you make your purchase. Shipping is handled by a third party courier. When you purchase a Product from our site, any shipping times shown are estimates only. Actual delivery dates may vary. You agree that you will not obtain, or direct shipment of, a Product for export. When you purchase a Product from our site, you agree to take title to and the risk of loss of such Product upon delivery from the third party courier service.

8.2. Payment Methods; Payment Processor

“Third-Party Fees” means the portion of the Fee (including any Subscription Fee) retained by one (1) or more third parties, including Payment Processor, that we may engage from time to time, in our sole discretion.

“Payment Processor” means any direct or indirect third-party payment processor which we engage to process payments Users make in connection with ordering Products.

To place an order for Products through the Service, you must provide at least one (1) current, valid payment card that is accepted by us and Payment Processor (each such card, a “Payment Method”). By providing a Payment Method, you authorize each of Company and Payment Processor to charge that Payment Method the applicable fees and Taxes, including, if applicable, on a recurring basis until you cancel your Subscription. Fees and Taxes will be charged to your Payment Method on the specific payment date indicated in your User Account.

We or Payment Processor will attempt to verify your Payment Method(s), and may do so by processing an authorization hold, which is standard practice. To the extent Payment Processor processes payments made by you, you will be subject to terms and conditions governing the use of Payment Processor’s service. Please review such terms and conditions as well as Payment Processor’s privacy notice (each of which is available on Payment Processor’s website). You acknowledge and understand that Payment Processor may collect and retain Third-Party Fees whenever you pay fees (including Subscription Fees). Payment must be received by Payment Processor before our acceptance of an order. For all payments, Payment Processor will collect your Payment Method details and charge your chosen Payment Method in connection with an order. If any of your account, order, or Payment Method information changes, you will promptly update such information, so that we or Payment Processor may complete your transaction(s) and/or contact you, as needed.

You represent and warrant that: (i) the account, order, and Payment Method information you supply to us and/or to Payment Processor, as applicable, is true, accurate, correct, and complete; (ii) you are duly authorized to use the Payment Method(s); (iii) you will pay any and all charges incurred by users of your Payment Method in connection with the Service, including any applicable Fees (at the prices in effect when such charges are incurred) and Taxes; (iv) charges incurred by you will be honored by your Payment Method company; (v) you will not allow or enable anyone else to use your Subscription (including, without limitation, by sharing your password(s) or any other authentication credentials with anyone else, or by attempting to transfer your Subscription to anyone else); and (vi) you will report to us any unauthorized or prohibited access to or use of your Subscription and/or password(s) or other authentication credentials.

WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (I) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD, (II) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES, AND/OR (III) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.

8.3. Subscription Plans

“Subscription” means recurring orders of Products on an automatically renewing basis, as applicable.

“Recurring Order Payments” means the recurring amount due for each order for Products placed through a Subscription.

Subscriptions are available on an automatically renewing subscription basis and entail payment of Subscription Fees. You understand that our Subscription platform may be made available directly by us or through one of our third-party service providers. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND AUTOMATICALLY PLACE A RECURRING ORDER UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 9.4 OR WE SUSPEND OR TERMINATE YOUR SUBSCRIPTION IN ACCORDANCE WITH THESE TERMS.

When you enroll in a Subscription, you expressly acknowledge and agree that: (i) each of Company and Payment Processor, as applicable, is authorized to charge you, when each Subscription order is automatically placed, the Subscription Fee for the applicable Subscription, any applicable Taxes, and any other charges you may incur in connection with such Subscription, subject to adjustment in accordance with these Terms; and (ii) your Subscription is continuous until the earlier of: (A) your cancellation of such Subscription and (B) the suspension, discontinuation, or termination of your access to such Subscription or to the Service in accordance with these Terms. You understand and acknowledge that the amounts billed may vary due to Promotional Offers (as defined below), changes to the Subscription Fee, and/or changes in applicable Taxes, and you authorize each of Company and Payment Processor to charge your Payment Method the changed amounts.

8.4. Cancellation Procedures

You may cancel your Subscription at any time by visiting your User Account page and following the instructions located therein, or by contacting us at hi@khloudfoods.com. Changes to, or cancellations of, your Subscription, may also be subject to additional timing and other restrictions set forth by us on the site. If you cancel the Subscription, your Subscription will terminate immediately except as to any order(s) identified as “processing” or “shipped” on your user account page which cannot be cancelled. You will be responsible for all charges (including any applicable taxes and other charges) incurred with respect to any order identified as “processing” or “shipped” prior to the cancellation of your Subscription. If you cancel the Subscription, there is no guarantee that your subscription plan details will be saved and accessible to you in the future. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU FOLLOW THE CANCELLATIONS INSTRUCTIONS CONTAINED IN THIS PARAGRAPH, YOUR SUBSCRIPTION AND THE CORRESPONDING SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF COMPANY AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS.

You may de-activate your User Account or any Subscription at any time, in your sole discretion, and we may, subject to Section 8.1 (Placing an Order), suspend or terminate your Subscription, your User Account, or the Service at any time, in our sole discretion. HOWEVER, YOU UNDERSTAND AND ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW, WHETHER OR NOT YOU ARE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY SUCH CANCELLATION, SUSPENSION, OR TERMINATION, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION, ANY USAGE OR SUBSCRIPTION FEES FOR ANY PORTION OF THE SERVICE, ANY CONTENT OR DATA ASSOCIATED WITH YOUR USER ACCOUNT, OR ANYTHING ELSE, IS SUBJECT TO OUR RETURNS, REFUNDS & CREDITS POLICY AND THAT ANY SUCH REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION AND IN OUR SOLE DISCRETION. If you believe you have been improperly charged and would like to request a refund, please contact us at hi@khloudfoods.com.

8.5. Promotional Offers

We may from time to time offer special promotional offers for our Products (“Promotional Offers”). Promotional Offer eligibility is determined by us in our sole discretion, and we reserve the right to revoke a Promotional Offer in the event that we determine you are not eligible. We may use information such as device ID, method of payment, and/or an email address used in connection with your User Account to determine eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Promotional Offer or in other communications made available to you. You understand and acknowledge that any Promotional Offers, including, without limitation, relating to Subscriptions, are subject to change at any time and from time to time.

9. Confidential Information

The Service may include non-public, proprietary, or confidential information of Company and/or of other Users (“Confidential Information”). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information. You will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as you would use protect your own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise your rights, or to perform your obligations, under these Terms; and (c) not disclose any Confidential Information to any person or entity, except your service providers or financial or legal advisors who/that (i) need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section.

10. Text Messaging and Calls

10.1. General

You may provide us with your telephone number as part of creating your User Account or otherwise. By providing a telephone number, you consent to receiving autodialed or prerecorded calls and/or text messages from us, or on our behalf, at such telephone number. We may place such calls or send such texts to (a) help keep your User Account secure through the use of multi-factor authentication (“MFA”); (b) help you access your User Account if you are experiencing difficulties; and/or (c) as otherwise necessary to service your account or enforce these Terms, our policies, Applicable Law, or any other agreement we may have with you. Part of the MFA identity-verification process may involve Company sending text messages containing security codes to the telephone number you provided, and you agree to receive such texts from or on behalf of Company.

10.2. Consent to Transactional Communications

You expressly consent and agree to Company contacting you using written, electronic, and/or verbal means, including manual dialing, emails, prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account, and as permitted by Applicable Law, in each case even if the phone number is registered on any United States federal and/or state Do-Not-Call/Do-Not-email registry/ies. Message and data rates apply. For purposes of clarity, the text messages described in this paragraph are transactional text messages, not promotional text messages.

10.3. Consent to Promotional Messages

Additionally, we offer you the chance to enroll to receive recurring SMS/text messages from Company. You may enroll to receive text messages about account-related news and alerts and/or Promotional Offers (including cart reminders) and marketing related to Company Products and/or services. By enrolling in Company’s SMS/text messaging service, you agree to receive text messages from Company to the mobile phone number provided by you, and you certify that such mobile number is true and accurate and that you are authorized to enroll such mobile number to receive such texts. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that message and data rates apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider. Message frequency varies. Consent is not required as a condition of purchase. To the extent permitted by Applicable Law, we are not responsible for any delays upon sending or receiving text messages.

10.4. Unsubscribing From Promotional Messages

You may opt out from promotional text messages at any time. To unsubscribe from promotional text messages, text “STOP,” “QUIT,” “END,” “CANCEL,” or “UNSUBSCRIBE” to the applicable text messaging chat or thread on the mobile device receiving the messages, or reply “STOP,” “QUIT,” “END,” “CANCEL,” or “UNSUBSCRIBE” to any promotional text message you receive from Company. You consent that following such a request to unsubscribe, you may receive one (1) final text message from or on behalf of Company confirming your request. For help, text “HELP” to the applicable text messaging chat or thread or contact us at hi@khloudfoods.com.

11. Indemnity

You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your misuse of or negligence in using any Products provided to you; (iii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iv) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (v) your violation of any applicable law, rule, regulation, or safety standard (“Applicable Laws”); (vi) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vii) your willful misconduct; or (viii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

12. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT EACH AND ANY PRODUCT IS ACCURATE OR COMPLETE WITH REGARDS TO, WITHOUT LIMITATIONS, PRICING, QUANTITY, OR SIZING; THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

FURTHER, COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE OR THE PRODUCTS. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE OR OUR PRODUCTS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $50.00. IN ANY EVENT, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. NO CLAIM OR ACTION ARISING FROM OR CONCERNING THE SERVICE OR ANY PRODUCTS PURCHASED THROUGH THE SERVICE MAY BE BROUGHT LATER THAN ONE (1) YEAR FROM THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

14.1. Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 15.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state off residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

14.2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CATCH. This Section 15.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and Company that arises out of or relates to, directly or indirectly: (i) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of the Service, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Service; or (iv) any other aspect of your relationship or transactions with Company, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.

If you are a new Company user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing Company at legal@khloud.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at legal@khloud.com and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or San Francisco County, California, unless you and Company agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Company agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

Nothing in this Section shall be deemed as: preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, non-circumvention, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

14.3. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND COMPANY AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER COMPANY USERS. YOU AND COMPANY FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

15. General

1.5.1 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

15.2. Notification Procedures and Changes to the Agreement. Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Company may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

15.3. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Company in connection with the Service, shall constitute the entire agreement between you and Company concerning the Service. Except as otherwise stated in Section 15.2, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

15.4. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

15.5. California Residents. The provider of services is: Khloud, Inc., 6600 Sunset Blvd., Flr 2 Los Angeles, CA 90028, telephone 424-465-1740. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

15.6. Force Majeure. Company will not be liable to you for any delay in delivery of any Products or services, including any delay or lack of access due to an event beyond Company’s reasonable control, such as an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, epidemic, pandemic, governmental authority action, uprising, earthquake, flood or any other natural or man-made condition outside of Company’s control. Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control.

15.7.Contact. Please contact us at legal@khloud.com with any questions regarding this Agreement.