Terms of Service

These Terms of Service ("Terms") govern your access to and use of CloudFran Agents ("the Service", "Platform", "we", "us", or "our"), including any software, applications, APIs, and services provided by CloudFran, LLC ("CloudFran"). By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Service.

1. Acceptance of Terms

By accessing, registering for, or using CloudFran Agents, you agree to be legally bound by these Terms of Service. If you do not agree to these terms, you are expressly prohibited from using our Service. CloudFran reserves the right to update or modify these Terms at any time, and your continued use of the Service constitutes your acceptance of the revised Terms.

2. Description and Modification of Service

CloudFran Agents provides AI-powered business automation tools including appointment scheduling, SMS campaigns, customer engagement, and analytics services. CloudFran reserves the right to modify, suspend, or discontinue any part of the Service at its sole discretion, at any time, without prior notice or liability to you.

3. Account Registration and Security

You must provide accurate, current, and complete information during registration. You are solely responsible for all activity that occurs under your account and for maintaining the strict confidentiality of your credentials. CloudFran reserves the right to refuse service, suspend, or terminate accounts at any time, for any reason, without notice or liability.

4. Subscription Plans and Billing

4.1 Free Trial

New users may receive a promotional free trial. Upon expiration, your account will automatically convert to a paid subscription.

4.2 Paid Subscriptions & Price Changes

Fees are billed automatically based on your selected plan. CloudFran reserves the right to change its pricing at any time. Notice of pricing changes will be provided before your next billing cycle.

4.3 No Refunds

ALL FEES ARE STRICTLY NON-REFUNDABLE. We do not provide refunds or credits for partial months, unused time, or accidental subscriptions, under any circumstances.

4.4 Cancellation & Non-Payment

You may cancel through your account settings, effective at the end of the current term. If a payment fails, CloudFran may immediately suspend or terminate your access to the Service without notice.

5. Referral Program

Participants may earn account credits for referring customers who maintain a paid subscription for 30 days. Credits have no cash value, are non-transferable, and expire 12 months from issuance. CloudFran reserves the right to modify, suspend, or terminate the Referral Program, or void any earned credits, at its sole and absolute discretion, at any time.

6. Acceptable Use and Restrictions

You are strictly prohibited from and agree not to:

• Use the Service for any illegal, fraudulent, or unauthorized purpose.
• Send unsolicited commercial messages (spam) or violate any telecommunications laws.
• Reverse engineer, decompile, disassemble, or attempt to extract the source code or AI models of the Service.
• Use automated scripts, bots, or scrapers to access or collect data from the Service.
• Use the Service to build a competitive product or train artificial intelligence models.
• Transmit malware, viruses, or disruptive code.

7. Data, Privacy, and License Grants

Your use of the Service is subject to our Privacy Policy. While you retain ownership of your customer data, you grant CloudFran a worldwide, royalty-free, perpetual, and irrevocable license to host, store, process, and transmit your data to provide the Service. Furthermore, you grant CloudFran the right to use aggregated and anonymized data derived from your usage for business, analytical, and AI-training purposes.

8. Strict Compliance with Laws

You bear sole and exclusive responsibility for ensuring your use of the Service complies with all applicable local, state, federal, and international laws, including but not limited to the TCPA, CAN-SPAM Act, and GDPR. CloudFran acts solely as a technology conduit and accepts no responsibility for the content, timing, or legality of the messages or campaigns you execute.

9. Disclaimer of Warranties (Service Availability)

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CLOUDFRAN EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE ANY SPECIFIC UPTIME, RELIABILITY, OR THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

10. Intellectual Property and Feedback

The Service, including all software, algorithms, designs, and content, is the exclusive property of CloudFran and is protected by intellectual property laws. You may not copy or distribute any part of the Service. Any feedback, ideas, or suggestions you provide to CloudFran shall become the sole and exclusive property of CloudFran, which we may use without compensation or attribution to you.

11. Absolute Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDFRAN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR DATA-LOSS DAMAGES ARISING OUT OF YOUR USE OF THE SERVICE. IN NO EVENT SHALL CLOUDFRAN'S TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU PAID TO CLOUDFRAN IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

12. Broad Indemnification

You agree to fully indemnify, defend, and hold harmless CloudFran, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, regulatory fines, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any laws (including TCPA/CAN-SPAM); or (d) any claim that your data infringes on third-party rights. CloudFran reserves the right to assume exclusive defense and control of any matter subject to indemnification by you.

13. Delivery & Third-Party Services

13.1 Independent Third Parties

Products and services (including GhostChef) involving physical delivery are fulfilled by independent third-party networks. These providers are NOT employees, agents, or contractors of CloudFran. CloudFran exercises zero control over the delivery process.

13.2 Disclaimer of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDFRAN COMPLETELY DISCLAIMS ALL LIABILITY RELATING TO: acts, omissions, or negligence of couriers; lost, delayed, damaged, or tampered orders; personal injury, food-borne illness, or property damage; and any third-party payment, SMS, or mapping provider.

13.3 Assumption of Risk

You knowingly and voluntarily assume all risks arising from third-party delivery services as a strict condition of using CloudFran.

13.4 Delivery Indemnification

The merchant agrees to fully indemnify and defend CloudFran against any claims arising from delivery of orders, third-party couriers, or the merchant's food preparation, handling, and packaging.

14. Force Majeure

CloudFran shall not be held liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, internet outages, server failures, governmental actions, or labor disputes.

15. Termination

CloudFran may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Provisions regarding intellectual property, indemnification, limitations of liability, and dispute resolution shall survive termination.

16. Dispute Resolution: Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration, rather than in court, administered by the American Arbitration Association (AAA). YOU AND CLOUDFRAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (CLASS ACTION WAIVER).

17. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. For any actions not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

18. Contact Information

CloudFran, LLC
8 The Green, Suite R
Dover, DE 19901

Legal: legal@cloudfran.com
Support: support@cloudfran.com

Product-Specific Addenda

The following product-specific addenda supplement these Terms of Service and apply to your use of the respective CloudFran services:

• CloudFran Agents Platform Addendum
• CloudFran AI Presentations Addendum
• CloudFran Execra Service Addendum (autonomy · outcome attribution · outcome-fee billing)
• CloudFran Forms AI Service Addendum — NEW (Agent Designer · TCPA consent · cross-tenant intelligence)
• Data Processing Addendum
• Master Services Agreement
• Service Level Agreement

In case of conflict between these Terms and a product-specific Addendum, the Addendum controls for matters within its scope.

🚀 Addendum A: CloudFran Franchise Workbench

This addendum applies to customers who subscribe to the CloudFran Franchise Workbench product (plan-workbench-starter, plan-workbench-professional, or plan-workbench-enterprise). It supplements and, where it conflicts, overrides the general Terms of Service for that product.

A.1 Scope of the Franchise Workbench

The CloudFran Franchise Workbench ("Workbench") is an AI-powered operational platform designed for franchise businesses and multi-unit physical operators. It provides tools including Business Advisor, Content Writer, Data Analyzer, Employee Coaching, Image Generator, and Operations modules, each powered by large language models and grounded in customer-provided business context.

A.2 Usage Limits and Overages

Each subscription tier includes monthly quotas for generated images, analyzed documents, and deep analyses. Exceeding these quotas on Starter or Professional tiers results in overage billing at the published rates. Enterprise tier customers are subject to a fair-use policy with no hard caps but reserved rate-limiting in cases of abuse or unusual usage patterns. Current quotas and overage rates are published at /Workbench/Pricing and are subject to change with 30 days' notice to active customers.

A.3 The Cross-Tenant Intelligence Engine

The Workbench uses aggregated, anonymized data from the CloudFran merchant network to identify operational patterns that produce superior revenue, cost, and margin outcomes, and to surface those patterns as recommendations to individual customers. Your specific merchant-level data is never shared with other customers. The cross-tenant intelligence engine operates exclusively on aggregated, pattern-level data without identifying individual merchants. By subscribing, you grant CloudFran the right to include your operational data (in aggregated, anonymized form) in the learning engine's training set. You may opt out of aggregate-level participation at any time by contacting support@cloudfran.com; opting out does not affect your use of the Workbench but may reduce the quality of personalized recommendations available to you.

A.4 AI Output Disclaimer

The Workbench uses large language models to generate content, analyses, and recommendations. While we strive for accuracy and relevance, AI-generated output may contain errors, omissions, or outdated information, and should not be relied upon as professional legal, financial, tax, medical, or operational advice. You are responsible for reviewing and validating all AI-generated output before relying on it for business decisions. CloudFran makes no warranty regarding the accuracy, completeness, or suitability of AI-generated content for any particular purpose.

A.5 Subscription Changes and Cancellation

You may upgrade, downgrade, or cancel your Workbench subscription at any time from your account settings. Upgrades take effect immediately; downgrades take effect at the start of your next billing cycle. Cancellations take effect at the end of your current billing cycle — you retain access to the Workbench until the end of the period you paid for. No refunds are provided for partial periods except under the 30-day money-back guarantee on your first billing cycle.

A.6 30-Day Money-Back Guarantee

New Workbench customers are entitled to a full refund of their first monthly subscription payment if requested within 30 days of initial purchase and the customer has not materially used the platform (defined as generating more than 5 images, analyzing more than 3 documents, or running more than 2 deep analyses). To request a refund, contact support@cloudfran.com with your account email and the reason for the refund request. Refunds are processed within 5-10 business days.

A.7 Franchisee and Franchisor Relationships

If you subscribe to the Workbench as a franchisee operating under a franchise brand, CloudFran makes no representations about how the Workbench will interact with your franchise agreement, operations manual, or brand standards. You are responsible for ensuring that your use of the Workbench complies with your franchise agreement. CloudFran is not liable for any disputes between franchisees and franchisors arising from use of the Workbench.

📊 Addendum B: Omnitopia Merchant Services

This addendum applies to customers who subscribe to Omnitopia (Omnitopia Starter, Growth, or Enterprise tier) for delivery-platform toll recovery services.

B.1 Scope of Omnitopia Services

Omnitopia provides delivery-platform toll recovery and optimization services through four primary mechanisms: Shadow Brands, Routing Arbitrage, Direct Conversion, and Supply Healing. The specific features available depend on your subscription tier and are published at /Omnitopia/Pricing.

B.2 Third-Party POS and Delivery Platform Integrations

Omnitopia integrates with third-party point-of-sale systems (e.g., Square, Clover, Toast, Lightspeed) and delivery platforms (e.g., DoorDash, Uber Eats, GrubHub) through direct APIs and certified integration partners. Your relationship with those third-party platforms is governed by their own terms of service, which remain in full effect. CloudFran is not a party to your agreements with any delivery platform or POS provider. If a third-party platform changes its API, fees, terms, or policies in a way that affects Omnitopia functionality, CloudFran will make commercially reasonable efforts to adapt but cannot guarantee uninterrupted service.

B.3 Shadow Brand Compliance

The Shadow Brands feature enables you to operate multiple virtual brands from a single physical kitchen. You are solely responsible for ensuring that your use of Shadow Brands complies with the terms of service of each delivery platform you use, with local health department regulations, with food safety requirements, and with any franchise agreement you operate under. CloudFran provides the software tooling but does not warrant that any particular Shadow Brand configuration is permitted on any particular delivery platform.

B.4 Toll Recovery Performance

Omnitopia's marketing materials reference average toll recovery rates (e.g., 22% from Shadow Brands, 6% from Routing Arbitrage, 11% from Direct Conversion) derived from pilot customer data. These figures are illustrative averages and do not guarantee specific recovery amounts for any individual customer. Actual recovery depends on your order volume, market conditions, delivery platform economics, operational execution, and other factors outside CloudFran's control.

B.5 Supplier Intelligence and Competitive Data

The Supply Healing feature compares your supplier invoice pricing against aggregated, anonymized pricing data from the Omnitopia merchant network. Your specific supplier pricing is never shared with other customers in identifiable form. By subscribing, you grant CloudFran the right to include your supplier pricing data (in aggregated, anonymized form) in the supplier intelligence engine. Opting out is available on request; opting out may reduce the accuracy of Supply Healing recommendations available to you.

📞 Addendum C: OmniReceptionist AI Voice Services

This addendum applies to customers who subscribe to OmniReceptionist (Quick Start, Premium, or Professional tier) for AI-powered inbound call handling.

C.1 Scope of OmniReceptionist Services

OmniReceptionist provides AI-powered inbound call handling, including natural language conversation, intent recognition, appointment scheduling, message capture, live transfer, and multi-language support. The service operates 24/7 subject to the uptime commitments in your subscription tier. A Twilio phone number is provisioned for each customer; the Twilio number itself is owned by CloudFran and ported/released according to the Twilio Acceptable Use Policy.

C.2 AI Voice Call Accuracy and Limitations

OmniReceptionist uses large language models (OpenAI GPT-4, Anthropic Claude, or equivalents) combined with speech recognition (Whisper or equivalents) and text-to-speech synthesis (OpenAI TTS, Google Neural2, Azure Neural, or equivalents) to conduct voice calls. AI voice calls may occasionally produce inaccurate transcriptions, misinterpret caller intent, or generate responses outside the configured knowledge base scope. The service is designed to fail gracefully by transferring to a human or capturing a message when it cannot confidently resolve a caller's request. CloudFran makes no warranty that any particular call will be handled to the customer's or caller's satisfaction.

C.3 Knowledge Base and Hallucination Prevention

The AI is configured to answer only questions that match the knowledge base you provide, and to escalate or capture messages for questions outside that scope. You are responsible for the accuracy and legality of the information in your knowledge base. Do not include medical diagnoses, legal advice, financial advice, binding commitments, or any other content that could create liability if repeated by the AI to a caller.

C.4 HIPAA Business Associate Agreement (Healthcare Add-On Only)

Customers who purchase the Healthcare Secure Messaging Add-On ($99/month) are automatically entered into a HIPAA Business Associate Agreement (BAA) with CloudFran. The BAA is incorporated into this addendum by reference and is available on request. By purchasing the Healthcare Add-On, you represent that you are a Covered Entity or Business Associate under HIPAA and that your use of OmniReceptionist will comply with all applicable HIPAA requirements including minimum-necessary disclosure, audit logging, and breach notification. CloudFran is not responsible for HIPAA violations arising from your configuration of the knowledge base, your staff's handling of transferred calls, or your integration of OmniReceptionist with downstream systems.

C.5 Call Recording and Privacy Notices

OmniReceptionist records the audio and transcript of every call for quality monitoring, training, and dispute resolution purposes. You are responsible for providing any legally required call recording notices to callers at the start of each call (e.g., in two-party-consent states in the US such as California, Florida, Massachusetts, Pennsylvania, Washington, etc.). The default greeting templates include such a notice; if you customize the greeting you must ensure the notice is preserved where legally required.

C.6 Telephony Regulations and Number Portability

Twilio numbers provisioned for OmniReceptionist customers are subject to the FCC's 10DLC and A2P messaging regulations. Customers intending to send SMS messages from their OmniReceptionist number must complete the A2P brand registration before SMS capability is enabled. Number portability is supported; porting in an existing number takes 5-10 business days and requires you to complete a Letter of Authorization.

⭕ Addendum D: CloudMeMoney Trust Circles

This addendum applies to individual users who create or join Trust Circles via CloudMeMoney. It supplements any country-specific disclosures required by local regulators in your launch market.

D.1 Nature of Trust Circles

CloudMeMoney facilitates rotating savings and lending groups ("Trust Circles") among users who know each other personally. CloudMeMoney is a software facilitator, not a bank, lender, or financial institution. The platform does not hold customer deposits, does not underwrite loans, does not guarantee circle payouts, and does not provide investment services. All financial transactions within a Trust Circle are peer-to-peer between the members of that circle.

D.2 Non-Bank Status and No FDIC Insurance

Funds held or transferred through CloudMeMoney are NOT bank deposits and are NOT insured by the FDIC, the Federal Reserve, or any other deposit insurance scheme in any jurisdiction. CloudMeMoney is not a chartered bank or credit union. Your participation in a Trust Circle carries risk including the risk of default by other circle members. Only participate in circles with people you personally trust.

D.3 Per-Market Compliance

CloudMeMoney operates in multiple jurisdictions, each with its own regulatory regime for peer-to-peer lending, rotating savings groups, money transmission, and KYC/AML requirements:

• Mexico: CloudMeMoney complies with CNBV's "Entidades Financieras No Bancarias" facilitator framework.
• Brazil: CloudMeMoney operates under the Banco Central do Brasil Payment Institution ("instituição de pagamento") framework.
• Philippines: CloudMeMoney is registered with the Bangko Sentral ng Pilipinas as an Electronic Money Issuer.
• Nigeria: CloudMeMoney complies with the Central Bank of Nigeria Payment Service Bank framework where applicable.
• Other markets: Refer to the country-specific disclosure presented during signup for your market's specific regulatory posture.

D.4 KYC, AML, and Identity Verification

By signing up you authorize CloudMeMoney to verify your identity using government-issued ID, selfie biometric comparison, and address verification as required by the laws of your country. CloudMeMoney may suspend or terminate your account if it is unable to verify your identity or if you fail to complete enhanced due diligence (EDD) when requested.

D.5 Origination Fee

CloudMeMoney charges a 1.5% origination fee on the total pooled value of each Trust Circle you create or participate in. This fee is deducted automatically when the circle is activated and is the primary revenue model for CloudMeMoney. Additional fees may apply for premium services (Boost+, cross-border remittance, premium support) as disclosed at the point of purchase.

D.6 Dispute Resolution Among Circle Members

Trust Circles are governed by the social trust of their members. CloudMeMoney provides a three-stage dispute mediation flow (automatic reminder, in-app mediation, platform-assisted escalation) but is not a party to the financial obligations between circle members and does not guarantee recovery of contributions in the event of member default.

D.7 Cross-Border Remittance

Diaspora users funding circles in other countries are subject to a 2% cross-border fee in addition to the origination fee. Cross-border transfers are subject to FX conversion, local payment rail fees, and applicable AML screening which may delay or reject suspicious transactions. CloudMeMoney is not liable for losses resulting from FX fluctuation between the time of initiation and settlement.

D.8 Language and Localization

CloudMeMoney provides the platform in multiple languages (English, Spanish, Portuguese, Tagalog, Hindi, Indonesian, Swahili). In the event of a conflict between the English text of this addendum and any translation, the English text controls except where local consumer protection law requires otherwise.