Terms of Service

1. Acceptance of these terms

These Terms of Service ("Terms") form a binding agreement between ADLAB Solutions, LLC ("CloudQuell", "we", "us", or "our"), a Utah limited liability company, and the individual or entity ("you", "your", or "Customer") that accesses or uses the CloudQuell platform, website, APIs, dashboards, and related services (collectively, the "Service"). CloudQuell is a product of ADLAB Solutions, LLC. By creating an account, clicking "Sign Up", or otherwise using the Service, you accept these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

2. The Service

CloudQuell is a cloud financial-operations (FinOps) platform that ingests AWS Cost and Usage Report (CUR) data and related metadata to produce dashboards, anomaly detection, savings recommendations, and other cost-management workflows. The Service is delivered as software-as-a-service over the public internet. Additional connectors (Azure, GCP, OpenAI, Anthropic) may be released over time and, when released, will be governed by these Terms unless we publish supplemental terms for a specific connector.

3. Account and eligibility

• ◦The Service is intended solely for business and professional use. By creating an account you represent that you are acting in the course of a trade, business, or profession — whether as a company, sole trader, or self-employed professional — and not as a consumer. Every account operates within an organization workspace, and use of the Service is limited to that organization's internal business purposes.
• ◦You must be at least 18 years of age and legally able to enter into a binding contract to use the Service.
• ◦You must provide accurate, current, and complete account information and keep it up to date.
• ◦You are responsible for safeguarding your credentials and for all activity that occurs under your account.
• ◦You must promptly notify us of any unauthorized access at security@cloudquell.com.

4. Subscription, fees, and billing

• ◦The Service is offered under tiered subscriptions: Free, Starter, Growth, and Scale. Current pricing, included features, and limits are published at www.cloudquell.com/pricing.
• ◦The Free tier is offered at no charge subject to the monthly cloud spend cap and feature limits published on the pricing page. The Free tier is provided as-is, without support commitments, and may be modified, limited, or discontinued with reasonable notice.
• ◦Each tier includes usage limits, including a monthly tracked-spend cap and a historical data-retention window. If your tracked spend materially exceeds your tier's cap, CloudQuell may pause the processing of new cost data into dashboards, reports, and alerts until you upgrade or usage returns within limits. Ingestion continues and existing data is not deleted while your account remains in good standing.
• ◦Data older than your tier's retention window is not available in the Service and may be permanently deleted.
• ◦Paid subscriptions are billed monthly or annually in advance. Annual plans are billed at a 17% discount versus the monthly price.
• ◦All fees are exclusive of applicable taxes, which you are responsible for paying.
• ◦Subscriptions renew automatically at the end of each term at the then-current price unless cancelled before the renewal date.
• ◦You can cancel at any time from your billing settings. Cancellation takes effect immediately upon confirmation; no pro-rated refunds are provided for partial periods.
• ◦CloudQuell may suspend or terminate access for non-payment after written notice.

5. Third-party services and your costs

The Service connects to cloud and usage-data providers that you choose (for example, AWS, Microsoft Azure, Google Cloud, Snowflake, OpenAI, and Anthropic). Your use of those providers is governed by your own agreements with them, and you are solely responsible for any fees they charge you — including storage, compute, data-transfer, and API-usage charges arising from enabling an export, granting CloudQuell access, or the read-only queries the Service runs. CloudQuell does not resell, mark up, or control third-party pricing. Any cost figures, estimates, or descriptions the Service or our documentation provides about third-party charges are informational only, may not reflect your actual configuration or current provider pricing, and are not a guarantee; provider pricing is set by the provider and may change. You are responsible for reviewing current provider pricing and independently verifying such costs before relying on them.

6. Free trials

Paid tiers may be offered as a free trial for a limited period, with no payment method required to begin. If you add a payment method during the trial, your paid subscription begins automatically at the end of the trial period and recurring charges apply until you cancel; you may cancel at any time before the trial ends to avoid any charge. If no payment method has been added, your organization is moved to the Free tier at the end of the trial with no charge and no loss of data; the organization owner retains full access, and team members' access may be restricted to the Free tier's seat limit until the owner upgrades.

7. Your data and content

• ◦As between you and CloudQuell, you own all rights, title, and interest in and to your data ("Customer Data"), including AWS CUR data ingested via the Service.
• ◦You grant CloudQuell a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely to provide and improve the Service in accordance with these Terms and our Privacy Policy.
• ◦You represent and warrant that you have the rights and authority to grant the above license and that your use of the Service complies with all applicable laws.
• ◦CloudQuell may produce aggregated and anonymized statistics derived from Customer Data and use them for analytics, benchmarking, and product improvement; such aggregated data does not identify you or your organization.

8. Acceptable use

You agree not to:

• ◦Use the Service in violation of any law, regulation, or third-party right.
• ◦Probe, scan, test, or attempt to circumvent the security of the Service, or access any account, data, or system you are not authorized to access.
• ◦Reverse-engineer, decompile, or attempt to derive source code from the Service except where expressly permitted by law.
• ◦Reproduce, resell, sublicense, or otherwise commercially exploit the Service or any of its components without our written consent.
• ◦Use the Service to send spam, transmit malware, conduct denial-of-service attacks, or interfere with other customers' use of the Service.
• ◦Use the Service to develop a competing product or service, or to benchmark against the Service for the purpose of building a competitor.
• ◦Misrepresent your identity, the source of any data, or your affiliation with any person or organization.

9. Privacy and sub-processors

CloudQuell's collection and use of personal information in connection with the Service is described in our Privacy Policy at www.cloudquell.com/privacy. To the extent CloudQuell processes personal data on your behalf, the CloudQuell Data Processing Agreement published at www.cloudquell.com/dpa is incorporated into and forms part of these Terms. CloudQuell engages sub-processors to operate the Service; the current list is published at www.cloudquell.com/subprocessors. We update the list when changes are made, and you may subscribe to notifications by email.

10. Intellectual property

• ◦CloudQuell owns and reserves all rights, title, and interest in and to the Service, including all software, designs, documentation, and trademarks.
• ◦You may submit suggestions, ideas, or feedback ("Feedback"). CloudQuell may use Feedback without restriction or obligation to you.
• ◦No license is granted to you under these Terms other than the limited right to access and use the Service for your internal business purposes during your subscription term.

11. Confidentiality

Each party may have access to information of the other party that is non-public and identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party agrees to protect the other's Confidential Information with the same care it uses to protect its own (and at least reasonable care), to use it only as necessary to perform under these Terms, and not to disclose it to third parties except to employees, contractors, and advisors who have a need to know and are bound by similar confidentiality obligations.

12. AI features

The Service includes features that use generative AI (for example, the "Explain with AI" buttons and the website chat widget). AI-generated output may be inaccurate, incomplete, or otherwise imperfect. You agree to independently validate AI output before relying on it to make business or operational decisions. CloudQuell does not warrant that AI output will be free from errors or hallucinations. CloudQuell does not use Customer Data to train generative AI models, and requests sent to third-party model providers are processed under terms that prohibit the provider from training on your data. The current model providers are listed at www.cloudquell.com/subprocessors.

13. Service availability and changes

We aim for high availability but do not guarantee that the Service will be uninterrupted or error-free. Specific service levels, where offered, are described in a separate Service Level Agreement available on request. We may modify, suspend, or discontinue parts of the Service at any time, with reasonable notice for material changes that adversely affect paying customers. Routine maintenance, security patches, and feature releases may occur without notice.

14. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLOUDQUELL DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY YOU TO CLOUDQUELL IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO BREACHES OF CONFIDENTIALITY, INTELLECTUAL-PROPERTY INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

16. Indemnification

You agree to indemnify and hold harmless CloudQuell and its affiliates, officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your Customer Data, or your use of the Service in violation of applicable law or third-party rights. CloudQuell will defend you against any third-party claim that the Service, as provided and used in accordance with these Terms, infringes a valid US patent, copyright, or trade secret, and will pay damages finally awarded by a court of competent jurisdiction.

17. Term and termination

• ◦These Terms remain in effect for as long as you use the Service or until terminated as described in this section.
• ◦You may terminate by cancelling your subscription in your account settings. Cancellation takes effect immediately upon confirmation.
• ◦CloudQuell may terminate or suspend the Service immediately if you materially breach these Terms (including non-payment) and fail to cure within 10 days of written notice, or in cases of suspected fraud, abuse, or security risk.
• ◦Upon termination or cancellation, your right to access the Service ceases. Customer Data is retained for 30 days following termination, during which you may request an export by emailing support@cloudquell.com. After the 30-day window, Customer Data is deleted in the ordinary course of business as described in our Privacy Policy.
• ◦Sections that by their nature should survive termination will survive, including Sections 5, 7, 10, 11, 14, 15, 16, and 20.

18. Modifications to these terms

We may modify these Terms from time to time. Material changes will be communicated by email to the account owner and posted on this page with an updated Effective Date at least 30 days before they take effect. Non-material clarifications and corrections take effect when posted. Continued use of the Service after changes become effective constitutes acceptance.

19. Governing law and disputes

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah for any disputes arising out of or relating to these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

20. General

• ◦Assignment: you may not assign these Terms without our prior written consent, except to a successor in a merger or acquisition. CloudQuell may assign these Terms without restriction, including to an affiliate or to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of assets.
• ◦Force majeure: neither party will be liable for delays or failures due to causes beyond its reasonable control.
• ◦Severability: if any provision is held invalid or unenforceable, the remaining provisions remain in full force.
• ◦Waiver: failure to enforce any provision is not a waiver of the right to enforce it later.
• ◦Notices: notices to CloudQuell should be sent to privacy@cloudquell.com. Notices to you may be sent to the email address on your account.
• ◦Entire agreement: these Terms, together with the Privacy Policy, the Data Processing Agreement, the Sub-processors list, and any signed Master Service Agreement or order form, constitute the entire agreement between you and CloudQuell regarding the Service.

21. Contact

Questions about these Terms can be directed to privacy@cloudquell.com.