🛍️ Commerce ⚙️ Ops 🧠 Intelligence 🌐 Marketplace ⚙️ Execra 👥 CRM 🚀 Growth 🎓 Training (LMS) 🛡️ Platform Admin 🔄 Exchange 💰 HR & Payroll 🎯 TalentMatch 🏠 Home

Developer Terms of Service

🔧 INTERNAL
🤖
👤
Terms of Service Data Processing Agreement Partner MSA (template) Dispute Resolution Fund Agreement

CloudFran Developer Terms of Service

Effective date: 2026-04-23

Document version: 2.0

1. Acceptance; Binding Agreement

By registering a CloudFran Developer account, submitting code or creative assets for review, or publishing an app on the CloudFran Marketplace (collectively, the "Services"), you ("Developer", "you") enter into a binding agreement with CloudFran, Inc., a Delaware corporation ("CloudFran", "we", "us"). If you do not agree with every section of these Terms, the Data Processing Agreement (DPA), the Arbitration Policy, and any Fund Agreement you execute, you must not access or use the Services. Your use of the Services is conditioned on your continuing compliance with every CloudFran policy referenced herein, as updated from time to time on thirty (30) days' notice.

2. License Grant to CloudFran

You grant CloudFran a non-exclusive, worldwide, royalty-free, sublicensable license to host, reproduce, display, cache, index, distribute, transmit, and otherwise make your app available to CloudFran tenants through the Marketplace, and to create functional derivative works solely as needed to operate, secure, monitor, and market the Services (for example: transcoding screenshots, generating preview images, indexing metadata for search, caching for performance, creating redacted audit exports, and producing analytics aggregates). This license survives termination only to the extent necessary to provide continuity to existing installs during a wind-down period not to exceed ninety (90) days and to retain records for legal, tax, fraud, and audit purposes. CloudFran does not acquire ownership of your code or creative assets by virtue of this license.

3. Intellectual Property Ownership

Platform IP. CloudFran owns and retains all right, title, and interest (including all intellectual-property rights) in and to the CloudFran platform, APIs, SDKs, developer tooling, brand, documentation, rubric, scoring models, agent orchestration systems, reinforcement-learning infrastructure, CloudFlow workflows, and all derivatives thereof. Nothing in these Terms transfers any ownership of Platform IP to you.

Developer IP. You own and retain all right, title, and interest in and to the original source code, creative content, and trademarks you submit, subject only to the license granted in Section 2 and to CloudFran's usage rights described below.

Feedback. Any feedback, suggestions, or improvement ideas you provide to CloudFran are assigned to CloudFran in full, without compensation, and without any obligation of confidentiality or attribution.

4. Signup Fee (Non-Refundable)

CloudFran charges a one-time, non-refundable signup fee of USD $1,500 per Developer account. The fee is due before any app may be published. Developers unable to pay upfront may apply to the CloudFran Developer Fund; if approved, the Fund Agreement controls repayment terms (see separate Fund Agreement). The signup fee is never refunded — not on termination (whether by CloudFran or by Developer), not on app rejection, and not on account inactivity.

5. Revenue Share

CloudFran's standard marketplace revenue share is 15% platform fee / 85% developer share. CloudFran's 15% fee funds fraud detection, billing, payouts, compliance monitoring, marketplace infrastructure, developer support, legal review, and tenant acquisition. Strategic Partner tier developers may negotiate a custom split under a separate Master Services Agreement (MSA). All splits are computed on net receipts after refunds, chargebacks, processor fees, taxes, and sanctioned-region reversals.

6. Marketplace Exclusivity

During the term of your account and for any app published through the Marketplace, you shall not offer, resell, sublicense, embed, or otherwise distribute the same app or a substantially similar app outside the CloudFran Marketplace without CloudFran's prior written consent. "Substantially similar" includes apps that share more than 40% of the source code, the primary data schema, the differentiating business logic, or the branding of a Marketplace app. Exclusivity is attested to at submission time and each update, with IP address, User-Agent, timestamp, and a SHA-256 hash of the attested document recorded for audit.

7. Developer Warranties and Representations

You warrant and represent, on a continuing basis, that:

  • you have full right, power, and authority to enter into and perform these Terms;
  • you own or have obtained all licenses necessary to every line of code, asset, font, model, dataset, and third-party dependency you submit, and you will disclose every third-party license and attribution requirement at submission time;
  • your app does not infringe any patent, copyright, trademark, trade secret, privacy right, publicity right, or other proprietary right of any third party;
  • you have not self-audited or self-approved your own code in any CloudFran review queue;
  • you are not subject to any US, UK, EU, or UN sanctions, are not located in an embargoed jurisdiction, and are not acting on behalf of any sanctioned party;
  • all information you provide to CloudFran (including ownership, identity, business plan, and financial statements supporting any Fund application) is true, accurate, and complete.

8. Data Access; Tenant Isolation

Tenant data accessed through the CloudFran API is governed by the separate Data Processing Agreement. You agree that:

  • you are a data processor with respect to tenant data and CloudFran is the sub-processor platform;
  • you will only access data within the scopes granted at install time and only for the purposes disclosed in your Marketplace listing;
  • you will not co-mingle data across tenants, not train any model on tenant data without explicit per-tenant written consent, not export tenant data outside the tenant's residency region, and not retain tenant data more than thirty (30) days after uninstall;
  • you will maintain strict tenant isolation at every layer (database, cache, storage, logs, queues) and will implement least-privilege access controls, encryption in transit (TLS 1.2+) and at rest (AES-256 or equivalent), rotating secrets, audit logging, and a documented incident-response plan.

9. Scope Discipline and Quality Review

Every app must declare the minimum scopes required for its disclosed functionality. Apps that request unused scopes, scope escalations without corresponding feature changes, or that hide scopes behind opaque descriptions may be rejected, delisted, or force-downgraded at any time. Apps are reviewed against the CloudFran Marketplace Quality Rubric. A score of four (4) or less on a ten-point scale triggers auto-rejection. A score of nine (9) or greater is fast-track eligible. CloudFran reserves the right to suspend, hide, delist, deprioritize, or force-uninstall any app for security, abuse, privacy, compliance, brand-risk, or tenant-complaint concerns without prior notice.

10. Payments; Holdback; Chargebacks; Taxes

Developer earnings are paid via Stripe Connect on the CloudFran payout cron (default: day five (5) of each month, UTC). The minimum payout threshold is USD $25. CloudFran may withhold up to 20% of each month's payout as a rolling holdback for chargebacks, refunds, fraud investigations, and regulatory reversals; the holdback is released on a twelve (12) month rolling basis with no interest payable. You are responsible for all taxes arising from your earnings, including VAT, GST, sales, and income taxes. CloudFran may collect and remit taxes where legally required and deduct those amounts from your share.

11. Prohibited Conduct

Without limiting other provisions, you shall not:

  • misrepresent ownership, authorship, originality, licensing, or scope of functionality of any submitted asset;
  • submit plagiarized, infringing, or derivative material in violation of a third party's rights;
  • conduct any self-review, self-audit, or self-approval of any asset you submitted;
  • solicit, accept, or offer any compensation to a CloudFran reviewer, agent, or affiliate in exchange for favorable review;
  • harvest tenant data for purposes beyond those disclosed at install, including training third-party models, reselling data, or building competitive products;
  • interfere with CloudFran's fraud, anti-abuse, or security infrastructure (including rate limits, honeypots, moat markers, or audit hooks);
  • attempt to circumvent marketplace exclusivity during the term;
  • bypass or disable any billing, metering, licensing, or kill-switch mechanism;
  • use CloudFran names, marks, or goodwill beyond the limited marketing rights expressly granted.

12. Service Levels; Remedies

CloudFran targets 99.9% monthly API availability. Service credits for documented downtime below target are the developer's sole and exclusive remedy for availability issues and are capped at 20% of the affected month's platform-fee share. CloudFran makes no guarantees about tenant acquisition, install volume, revenue, ranking, or search placement.

13. Termination

Termination by CloudFran. CloudFran may suspend, limit, or terminate your account or any app at any time, with or without notice, for cause (including any breach of these Terms, the DPA, the Arbitration Policy, the Fund Agreement, the Acceptable Use Policy, or any applicable law), or for convenience on thirty (30) days' written notice. "For cause" includes material breach, repeated minor breach, inactivity for more than 180 days, insolvency or bankruptcy, sanctions exposure, fraud, misrepresentation of ownership, IP or privacy claims, chargeback ratios exceeding 2%, or any event that CloudFran determines in good faith puts tenants, customers, or the platform at risk.

Termination by Developer. You may terminate for convenience on thirty (30) days' written notice to legal@cloudfran.com. Existing installs continue until merchant-initiated uninstall. The signup fee is not refunded on termination. All Fund balances become immediately due on termination by Developer.

Effect of Termination. On termination: (a) your right to access the Services ends; (b) the Section 2 license survives only as needed for wind-down; (c) any outstanding fees (including Fund balances and rolling holdback clawbacks) become immediately payable; (d) confidentiality, indemnification, IP ownership, limitation of liability, dispute resolution, and these Section-13 effects survive.

14. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. CLOUDFRAN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, OR THE ACCURACY OR RELIABILITY OF DATA. NO ORAL OR WRITTEN ADVICE FROM CLOUDFRAN CREATES ANY WARRANTY.

15. Limitation of Liability

To the maximum extent permitted by law, CloudFran's aggregate liability to Developer, whether in contract, tort, statute, or otherwise, arising out of or related to these Terms or the Services, is capped at the greater of (a) the total revenue share paid by CloudFran to Developer in the twelve (12) months preceding the event giving rise to the claim, net of chargebacks, or (b) USD $1,000. In no event shall CloudFran be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill, or cost of substitute services, even if advised of the possibility thereof. The parties acknowledge that the limits in this section reflect the economic bargain; without them, the Services would not be provided.

16. Indemnification

Developer Indemnity. You shall defend, indemnify, and hold harmless CloudFran, its affiliates, officers, directors, employees, agents, and tenants from and against any third-party claim, loss, liability, damage, penalty, or expense (including reasonable attorneys' fees) arising from or relating to: (a) your app, code, content, or data; (b) your breach of these Terms, the DPA, the Fund Agreement, or any warranty or representation; (c) your violation of any law or third-party right (including IP, privacy, and publicity rights); (d) your fraud, willful misconduct, or gross negligence; or (e) any claim that your app or its use infringes any intellectual-property right.

CloudFran Indemnity. CloudFran shall defend and indemnify Developer against third-party claims that the unmodified CloudFran platform infringes a US-issued patent or US-registered copyright, subject to the limitation of liability in Section 15. CloudFran's indemnity excludes claims arising from (i) Developer's combination of the platform with other products, (ii) modifications made by Developer, or (iii) Developer's use in violation of these Terms.

Developer's indemnity is intentionally broader than CloudFran's because Developer controls the code, content, ownership representations, and data access patterns that create the vast majority of third-party claim surface area.

17. Confidentiality

Each party shall protect the other's Confidential Information with at least reasonable care, use it only for purposes of these Terms, and not disclose it except to employees and contractors with a need to know who are bound by equivalent obligations. Confidential Information excludes information that is (a) publicly known without breach, (b) independently developed without reference to disclosing party's Confidential Information, (c) rightfully received from a third party without restriction, or (d) required to be disclosed by law or legal process (with prompt notice to the disclosing party where lawful). Obligations survive for five (5) years after termination, or indefinitely for trade secrets.

18. Publicity and Marketing

CloudFran may identify Developer as a Marketplace developer, display Developer's public marks and app screenshots in marketing, and issue a mutually approved launch press release. Developer may likewise identify itself as a CloudFran Marketplace developer, subject to brand guidelines. Neither party may issue a press release specifically naming the other without prior written approval (not to be unreasonably withheld).

19. Assignment

Developer may not assign, delegate, or otherwise transfer these Terms or any rights hereunder (including by operation of law, merger, or change of control) without CloudFran's prior written consent. CloudFran may assign freely. Any prohibited assignment is void.

20. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The exclusive venue for any claim not subject to arbitration is the state or federal courts located in Wilmington, Delaware, and each party consents to personal jurisdiction there. The UN Convention on Contracts for the International Sale of Goods does not apply.

21. Dispute Resolution

All disputes arising from or relating to these Terms are subject to the CloudFran Dispute Resolution / Arbitration Policy (JAMS, Delaware seat, class-action waiver, IP/confidentiality carve-out). See that document for procedure and fees.

22. Changes to Terms

CloudFran may update these Terms by posting a revised version and notifying Developers by email or in-dashboard banner at least thirty (30) days before the revisions take effect. Continued use after the effective date constitutes acceptance. Material changes to revenue share or exclusivity require affirmative re-acceptance before any further publication of apps.

23. Survival

Sections 3 (IP), 4 (fee non-refundable), 10 (holdback), 11 (prohibited conduct) to the extent accrued, 13 (termination effects), 14 (disclaimer), 15 (limitation of liability), 16 (indemnification), 17 (confidentiality), 19 (assignment), 20 (governing law), 21 (arbitration), 23 (survival), and 24 (miscellaneous) survive termination.

24. Miscellaneous

Entire Agreement. These Terms, the DPA, the Arbitration Policy, any Fund Agreement, and any executed MSA constitute the entire agreement and supersede all prior understandings on this subject matter.

Severability. If any provision is unenforceable, the remainder remains in full force; courts shall modify the unenforceable provision to be enforceable and preserve its intent.

No Waiver. Failure to enforce any provision is not a waiver.

Independent Contractors. The parties are independent contractors; nothing creates an agency, partnership, franchise, joint venture, or employment relationship.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Notices. Legal notices must be sent to legal@cloudfran.com (CloudFran) and to the email on file for Developer, and are effective on receipt.

Electronic Signatures. The parties consent to electronic signatures and records under the ESIGN Act and UETA.

25. Contact

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

---

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/.
© 2026 CloudFran · Terms · Privacy · Copyright