CloudFran Dispute Resolution and Arbitration Policy

Effective date: 2026-04-23

Document version: 2.0

This Policy governs the resolution of every dispute, claim, or controversy arising out of or relating to the CloudFran Developer Program, the Terms of Service, the Data Processing Agreement, the Fund Agreement, any Master Services Agreement, or the relationship between the parties (collectively, "Disputes"). This Policy binds each Developer, Strategic Partner, and Fund recipient. Read it carefully — it affects your legal rights.

1. Governing Law

This Policy and all Disputes are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

2. Informal Resolution Required First

Before initiating arbitration or litigation, the complaining party shall provide written notice to legal@cloudfran.com (or to the Developer's email of record, if CloudFran is the complainant) setting out the facts, the alleged breach, and the relief sought. The parties shall negotiate in good faith for thirty (30) days after the notice. A designated executive of each party shall meet, in person or via video, at least once during this period. No arbitration demand or complaint may be filed before the 30-day period lapses, except for emergency injunctive relief under Section 9.

3. Binding Arbitration (JAMS)

Any Dispute not resolved under Section 2 shall be submitted to binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect, modified as follows: (a) the arbitration shall be conducted in Wilmington, Delaware (or by video conference if both parties agree); (b) the arbitration shall be decided by a single arbitrator selected jointly by the parties within fourteen (14) days; if the parties cannot agree, JAMS shall appoint one from its commercial roster with at least ten (10) years of experience in software, SaaS, or technology disputes; (c) the arbitrator shall apply the substantive law of Delaware; (d) the arbitrator shall issue a reasoned written award within ninety (90) days of close of hearings; (e) the award may be entered as a judgment in any court of competent jurisdiction.

4. Class-Action Waiver

Each party waives any right to bring or participate in a class, collective, consolidated, coordinated, representative, private-attorney-general, or similar multi-claimant action. Arbitration is on an individual basis only. If this waiver is held unenforceable as to any particular claim or remedy, that claim or remedy shall be severed and proceed in court, while all other claims remain in arbitration on an individual basis.

5. Mass-Arbitration Protocol

If twenty-five (25) or more substantially similar arbitration demands are filed against CloudFran within a six (6)-month window by developers represented by the same counsel or coordinated group, the parties shall apply JAMS's Mass Arbitration Procedures and the following: (a) the first ten (10) demands proceed to arbitration in a staged bellwether process; (b) subsequent demands are tolled pending the bellwether outcomes; (c) the parties shall mediate within thirty (30) days of the first three bellwether awards; (d) filing fees are consolidated consistent with JAMS's mass-arbitration fee schedule.

6. Injunctive Relief — IP and Confidentiality Carve-Out

Notwithstanding Section 3, either party may seek emergency or preliminary injunctive relief in a court of competent jurisdiction in Wilmington, Delaware to protect its intellectual property, confidential information, trade secrets, tenant data, security posture, or the integrity of the Services pending arbitration. Filing for such relief does not waive the right to arbitrate the merits of the Dispute.

7. Limitation on Remedies and Attorneys' Fees

The arbitrator may not award damages beyond those allowed by the operative agreement's Limitation of Liability clause. The prevailing party is entitled to recover reasonable attorneys' fees and costs. The arbitrator shall award loser-pays fees against any party found to have brought a claim that is frivolous, brought for an improper purpose (including to harass or to extract nuisance settlements), or pursued after a reasonable prospect of success has disappeared.

8. Fees

JAMS filing and administrative fees are initially advanced per JAMS's published schedule; the arbitrator reallocates final fee responsibility consistent with Section 7. If a Developer demonstrates financial inability to advance filing fees, CloudFran will advance them subject to reallocation in the final award.

9. Opt-Out

A Developer may opt out of binding arbitration by sending written notice to legal@cloudfran.com within thirty (30) days of first accepting the Terms of Service. An opt-out notice must identify the Developer, the date of acceptance, and affirmatively state the Developer's election to opt out. Opting out of arbitration does not opt out of the class-action waiver in Section 4, the Delaware governing law in Section 1, or the Delaware venue in Section 10.

10. Venue for Non-Arbitrable Matters

For claims not subject to arbitration (including Section 6 injunctive matters, enforcement of arbitration awards, and collections actions under the Fund Agreement), exclusive venue lies in the state and federal courts in Wilmington, Delaware. Each party consents to personal jurisdiction there and waives any objection based on forum non conveniens.

11. Confidentiality of Proceedings

All submissions, testimony, and awards are confidential, except as required to enforce or vacate an award, to comply with law, or to protect a party's rights against third-party claims.

12. Severability

If any provision of this Policy is held unenforceable, the provision shall be modified to the minimum extent necessary and the remainder shall remain in full force and effect.

13. Survival

This Policy survives termination of the Developer relationship.

14. Notice

legal@cloudfran.com · CloudFran, Inc., Delaware, United States.

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Document control

Effective date: 2026-04-23
Update cadence: Reviewed quarterly; material changes notified 30 days in advance by email and in-dashboard banner.
How to request changes: Send requested edits with rationale to legal@cloudfran.com. CloudFran will respond within ten (10) business days with accept, reject, or counter-proposal.
Latest version: The canonical current version lives at /wwwroot/legal/ in this repository and is mirrored at https://cloudfran.com/legal/.