CloudFran Developer Fund Loan Agreement

Effective date: 2026-04-23

Document version: 1.0

This Developer Fund Loan Agreement ("Fund Agreement") is entered into between CloudFran, Inc., a Delaware corporation ("CloudFran", "Lender") and the Developer named in the signature block below ("Developer", "Borrower"). This Fund Agreement is executed in connection with the CloudFran Developer Terms of Service and the CloudFran Arbitration Policy, each of which is incorporated by reference.

1. Loan Principal and Purpose

CloudFran hereby extends to Developer a loan in the principal amount of USD $1,500 (the "Principal"), the sole permitted use of which is to satisfy the one-time, non-refundable CloudFran Developer Program signup fee. No portion of the Principal may be used for any other purpose. The Principal is disbursed by internal credit to Developer's signup-fee obligation; no cash is advanced to Developer.

2. Interest

The loan bears zero percent (0%) simple interest for the entire Term, unless accelerated under Section 7 or converted to a default rate under Section 9, in which case the default rate is the lesser of eighteen percent (18%) per annum or the maximum permitted by Delaware law.

3. Term

The "Term" begins on the Effective Date and ends on the earlier of (a) the date the Principal is repaid in full, or (b) the twelve (12)-month anniversary of the Effective Date (the "Maturity Date"). On the Maturity Date, any outstanding balance becomes immediately due and payable in full, without further notice or demand, notwithstanding any prior repayment rhythm.

4. Repayment from Marketplace Earnings

Repayment is effected by automatic withholding of twenty-five percent (25%) of every monthly marketplace payout owed to Developer until the Principal is repaid or the Maturity Date is reached, whichever comes first. The withholding is applied before any rolling holdback is computed and is reflected on Developer's monthly payout statement. Developer may pre-pay the balance at any time, in whole or in part, without penalty.

5. Security Interest

Developer grants CloudFran a first-priority continuing security interest in (a) all marketplace earnings, whether paid or accrued, (b) all apps, assets, and intellectual property Developer has submitted to the Marketplace, (c) all rights under any CloudFran agreement, and (d) all proceeds of the foregoing, until the Principal is repaid in full. CloudFran is authorized to file one or more UCC-1 financing statements in Delaware (and any other appropriate jurisdiction) to perfect this security interest. Developer shall execute any further documents reasonably requested by CloudFran to effect perfection.

6. Representations and Warranties

On the Effective Date and on each day the Principal remains outstanding, Developer represents and warrants that:

• Developer owns all right, title, and interest in every asset submitted to the Marketplace, free and clear of any undisclosed lien, license, or third-party claim;
• Developer has disclosed to CloudFran every third-party license, open-source dependency, and attribution requirement applicable to the submitted work;
• Developer has not submitted any plagiarized, infringing, or misappropriated code or content, and every work submitted is Developer's original work or properly licensed;
• Developer has not self-audited or self-approved its own work in any CloudFran review queue, and will not do so for the Term;
• Developer will not sell or distribute the apps covered by this Fund Agreement outside the CloudFran Marketplace during the Term;
• Developer is not insolvent, is not the subject of a pending bankruptcy, and has no undisclosed creditor claim that would impair CloudFran's security interest;
• all financial, ownership, and identity information provided in the Fund application is true, accurate, and complete.

7. Forbidden Acts; Full Clawback Events

Each of the following is a "Forbidden Act" and a "Clawback Event" that, on occurrence and without notice, causes the entire unpaid Principal to become immediately due and payable, plus any costs of collection (including reasonable attorneys' fees):

1. Self-auditing or self-review. Any attempt by Developer or an affiliate to sign off on, audit, or approve Developer's own submission in any CloudFran review queue.
2. Misrepresentation of ownership. Any false, misleading, or incomplete statement about the ownership, authorship, originality, licensing, or chain of title of any submitted work.
3. Plagiarism or infringement. Submitting code, content, design, or data that infringes the intellectual-property rights of any third party, or using open-source code in violation of its license.
4. Off-marketplace distribution. Selling, licensing, sublicensing, open-sourcing, or otherwise distributing an app or substantially similar asset outside the CloudFran Marketplace during the Term.
5. Fraud. Any act intended to defraud CloudFran, a CloudFran tenant, a tenant's customer, or any payment processor — including synthetic installs, wash-trading, fake reviews, chargeback manipulation, or spoofed engagement.
6. Breach of Terms of Service. Any material breach of the CloudFran Developer Terms of Service, the DPA, or any executed MSA.
7. Inactivity. One hundred eighty (180) consecutive days of account inactivity without prior written notice to CloudFran.
8. Quit of the Program. Voluntary termination of participation in the Developer Program before the Maturity Date, whether by account closure, uninstall of all apps, or written notice.
9. Insolvency. Filing for or becoming subject to bankruptcy, receivership, or general assignment for the benefit of creditors.
10. Sanctions. Becoming the subject of any US, UK, EU, or UN sanction, or taking any action that would expose CloudFran to sanctions risk.

On a Clawback Event, CloudFran may, in its sole discretion and without further notice: (a) withhold 100% of all outstanding and future payouts until the Principal and costs are recovered; (b) foreclose on its security interest; (c) report the Clawback Event to payment processors, commercial credit bureaus, and law-enforcement authorities where applicable; (d) pursue any other available remedy at law or in equity.

8. No Forgiveness

Under no circumstances — including, without limitation, account termination (by either party), app removal, Fund Agreement expiration, inactivity, inability to pay, hardship, dispute with CloudFran, change of control of Developer, or death of the individual Developer — is any portion of the Principal forgiven, waived, or reduced. This Fund is a loan, not a grant. The signup fee paid from Fund proceeds is itself non-refundable; repayment of the Fund Principal is independent of any dispute about the underlying signup fee or Program experience.

9. Default

Developer is in default on the first to occur of (a) any Clawback Event under Section 7, (b) failure to pay the balance in full on the Maturity Date, or (c) any material breach of this Fund Agreement that remains uncured ten (10) days after written notice. On default, interest accrues at the default rate specified in Section 2 on the unpaid Principal from the date of default until paid in full, and CloudFran may exercise all rights of a secured creditor under Article 9 of the Delaware Uniform Commercial Code, including notification of account debtors, taking possession of collateral, and disposing of collateral in a commercially reasonable manner.

10. Self-Audit Compliance Covenant

Developer expressly acknowledges that the Developer Program requires independent review and that self-auditing undermines the integrity of the Marketplace. Developer agrees, as a continuing covenant, that any code or asset review, quality attestation, or compliance sign-off that touches Developer's own submission shall be performed exclusively by CloudFran personnel, independent third-party reviewers, or delegated reviewers who have no ownership or affiliation with Developer. Breach of this covenant is a Forbidden Act under Section 7(1) and a material breach of the Terms of Service.

11. Arbitration

All disputes arising under this Fund Agreement are subject to the CloudFran Dispute Resolution / Arbitration Policy (see /Developer/Legal/Arbitration). Notwithstanding arbitration, CloudFran may file a collections action or seek to enforce its security interest in any court of competent jurisdiction in Wilmington, Delaware without first arbitrating.

12. Confession of Judgment (Delaware)

To the maximum extent permitted by Delaware law, upon any default that remains uncured for thirty (30) days after written notice, Developer authorizes and empowers any attorney-at-law to appear in any state or federal court of competent jurisdiction in Delaware and confess judgment in favor of CloudFran for the unpaid Principal, accrued default-rate interest, costs of collection, and reasonable attorneys' fees. Developer waives, to the maximum extent permitted by law, any right to prior notice or hearing regarding such confession of judgment, and acknowledges that this waiver is knowing, voluntary, and supported by the financial accommodation of the 0% interest Fund loan. The confession-of-judgment provision is a material inducement to CloudFran to extend this loan.

13. Notice and Payment Details

Written notices shall be sent to legal@cloudfran.com (CloudFran) and to the email address on file for Developer, and are effective on receipt. Payments, if any are tendered outside the marketplace-withholding mechanism, shall be made in US dollars to the account CloudFran designates in writing.

14. Miscellaneous

Entire Agreement. This Fund Agreement, the Terms of Service, the DPA, and the Arbitration Policy constitute the entire agreement on this subject matter.

No Third-Party Beneficiaries. This Fund Agreement is for the benefit of the named parties only.

Assignment. Developer may not assign this Fund Agreement or any obligation hereunder without CloudFran's prior written consent. CloudFran may assign freely, including to a securitization vehicle or a collections assignee.

Severability. Unenforceable provisions shall be modified to the minimum extent necessary to be enforceable, preserving the parties' intent. The confession-of-judgment clause is severable as to Developers not subject to Delaware jurisdiction.

Electronic Signature. The parties consent to electronic signature and delivery under ESIGN and UETA.

Governing Law. Delaware law governs; venue per Section 11.

No Waiver. No failure or delay by CloudFran in enforcing any right is a waiver.

15. Acknowledgment by Developer

By executing this Fund Agreement, Developer acknowledges that it has read and understands each Section, that it has had the opportunity to consult counsel, that it is entering into this Fund Agreement knowingly and voluntarily, and that it accepts the non-forgiveness, Forbidden Acts, security interest, and Delaware confession-of-judgment terms as material terms of the bargain.

Signatures

CloudFran, Inc. — By: _______________________ Name: _______________________ Title: _______________________ Date: _______________________

Developer ([DEVELOPER_LEGAL_NAME]) — By: _______________________ Name: _______________________ Title: _______________________ Date: _______________________

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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/.