1. Definitions

In these Terms of Service, the following definitions apply:

• "Service" means the Cloud Review Services platform, website, API, and all associated software and tools
• "Customer", "you", "your" means the individual or legal entity that has registered for and uses the Service
• "Scan" means a single execution of the Cloud Review Services analysis against one or more connected AWS accounts
• "Findings" means the cost waste identifications, recommendations, and reports generated by the Service
• "Fix" means an action taken to remediate a Finding, whether executed through the Service or independently
• "Savings Share" means the percentage-based fee described in Section 6 of these Terms
• "Verified Saving" has the specific meaning set out in Section 6.3
• "AWS Account" means an Amazon Web Services account you connect to the Service
• "Connected Role" means the IAM role you deploy in your AWS Account to enable Service access

2. Acceptance and Eligibility

By using the Service, you represent and warrant that:

• You are at least 18 years of age
• You have the legal authority to enter into binding contracts on behalf of yourself or your organisation
• Your use of the Service will comply with all applicable laws and regulations
• You are authorised to connect the AWS Accounts you link to the Service
• The information you provide to Cloud Review Services is accurate and complete

3. Account Registration and Security

3.1 Account Creation

You must register an account to use the Service. You agree to provide accurate, current, and complete information and to keep it updated.

3.2 Account Security

You are responsible for maintaining the security of your account credentials. You must:

• Use a strong, unique password
• Enable multi-factor authentication (MFA) — the Service requires MFA at registration
• Notify us immediately at legal@cloud-review.com if you suspect unauthorised access
• Not share your credentials with any third party

Cloud Review Services will not be liable for losses resulting from unauthorised access to your account caused by your failure to maintain credential security.

3.3 One Account Per Organisation

Each organisation may maintain one primary account. Additional users within an organisation may be added as team members under a single account.

4. Licence to Use the Service

4.1 Grant of Licence

Subject to these Terms and payment of applicable fees, Cloud Review Services grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes.

4.2 Restrictions

You must not:

• Resell, sublicence, or provide access to the Service to third parties
• Use the Service to scan AWS accounts that you do not own or have explicit authorisation to scan
• Attempt to reverse engineer, decompile, or extract the source code of the Service
• Use automated bots or scrapers to extract data from the Service beyond normal API use
• Use the Service in a manner that violates AWS's Terms of Service
• Remove or obscure any copyright, trademark, or proprietary notices
• Use the Service to conduct competitive analysis or to build a competing product

5. Subscription Plans and Payment

5.1 Plans

Cloud Review Services offers the following subscription tiers:

• Starter: USD pricing as published, billed monthly, covers features described on our pricing page
• Pro: USD pricing as published, billed monthly, covers features described on our pricing page
• Enterprise: Custom pricing, annual contracts, subject to a separate Order Form

5.2 Free First Scan

All new accounts are entitled to one free scan on registration. No credit card is required for the free scan. The free scan is subject to service availability and fair use limits.

5.3 Billing

• Subscriptions are billed monthly in advance on the date of first paid subscription
• Payment is processed by Paddle. By subscribing, you also agree to Paddle's terms
• All prices are inclusive of applicable taxes unless stated otherwise
• Failed payments will result in a 7-day grace period before account suspension

5.4 Price Changes

Cloud Review Services may change subscription prices with 30 days' written notice. Your continued use of the Service after the new prices take effect constitutes acceptance. If you do not accept the new prices, you may cancel before the new pricing period begins.

5.5 Cancellation and Refunds

• You may cancel your subscription at any time from Account Settings. If you request a refund within 14 days of any charge, you are entitled to a full refund of that charge, no questions asked. Refund requests after 14 days will not be processed. To request a refund, contact us at legal@cloud-review.com.

6. Savings Share — Fees on Verified Savings

6.1 Savings Share Applicability

The savings share fee applies exclusively to the Enterprise plan and to any plan where it is explicitly stated on the pricing page at the time of your subscription. The Starter and Pro flat-fee plans as currently published do NOT carry a savings share component unless expressly agreed in writing.

6.2 What the Savings Share Covers

Where a savings share applies, it is calculated as a percentage of Verified Savings (as defined in clause 6.3) achieved within your connected AWS Accounts during the billing period. The applicable percentage is the rate stated in your subscription agreement or Order Form.

6.3 Definition of Verified Savings

A saving is 'Verified' only when ALL of the following conditions are met:

• Cloud Review Services identified the waste through a Scan conducted within the applicable billing period
• The Finding was surfaced in your dashboard with a specific resource identifier, estimated monthly cost, and remediation recommendation
• Cloud Review Services conducted a verification re-scan of the specific resource at T+30 days (30 days after the Finding was first surfaced)
• The verification re-scan confirmed that the resource's AWS cost for that resource type decreased by at least 80% of the estimated saving stated in the Finding
• The cost decrease is attributable to a change in the resource (deletion, shutdown, rightsizing, or configuration change) — not to a general decrease in AWS pricing

A saving is NOT Verified — and no savings share is payable — if: (a) the cost decrease cannot be confirmed by Cloud Review Services's verification re-scan; (b) you fixed the issue before the Finding was surfaced; (c) AWS changed pricing for that resource type; or (d) the verification re-scan cannot be performed because the Connected Role has been removed or restricted.

6.4 Verification Methodology

Cloud Review Services's verification process works as follows:

• At the time of the original Scan, Cloud Review Services records a baseline cost for each identified resource, calculated from AWS pricing APIs for your region and instance type
• At T+30 days, Cloud Review Services automatically re-scans the specific resource using your Connected Role
• If the resource no longer exists (deleted), the full estimated saving is credited as Verified
• If the resource exists but is in a stopped/idle state, the portion of cost eliminated is credited
• If the resource is unchanged, no saving is credited
• The Verified Saving is the lesser of: (i) the actual cost reduction confirmed by the verification re-scan, and (ii) the estimated saving stated in the original Finding

6.5 Customer Reporting Obligation

Where a savings share applies to your plan:

• You must maintain accurate records of fixes you execute in connection with Cloud Review Services Findings
• You must not deliberately circumvent the verification process by temporarily re-enabling idle resources during the T+30 verification window
• You must not remove or restrict the Connected Role during any open verification window without notifying Cloud Review Services at legal@cloud-review.com
• If you remove the Connected Role during a verification window, the Verified Saving will be calculated based on Cloud Review Services's last recorded data for that resource, and the savings share will be payable on that amount

6.6 Dispute Resolution for Savings Share

If you dispute a Verified Saving calculation:

• You must raise the dispute within 14 days of the savings share invoice date
• You must provide documentary evidence from your AWS Cost Explorer or Cost and Usage Report showing the actual cost of the disputed resource for the relevant period
• Cloud Review Services will review the dispute within 10 business days
• If the dispute is upheld, the corrected amount will be applied as a credit on your next invoice
• If the dispute cannot be resolved between the parties, it shall be referred to arbitration under Section 14

6.7 Anti-Circumvention

7. AWS Access and Security Obligations

7.1 Your Responsibility for Connected Roles

You are solely responsible for:

• Deploying and maintaining the Connected Role in each AWS Account you connect
• Ensuring the Connected Role has only the permissions described in our IAM documentation
• Removing the Connected Role when you cancel your account
• Monitoring your CloudTrail logs for Cloud Review Services activity

7.2 Scope of Access

Cloud Review Services accesses your AWS Account only:

• When you initiate a Scan or schedule automated scans
• When performing verification re-scans for savings share calculations
• When executing automated fixes that you have explicitly approved through the Service interface

7.3 Automated Fix Authorisation

When you click 'Execute Fix' in the Service:

• You are providing explicit authorisation for Cloud Review Services to make the described change in your AWS Account
• Cloud Review Services will make only the specific API calls shown in the pre-execution preview
• Cloud Review Services will record the exact API calls made and their results in your audit log
• You acknowledge that automated changes to production infrastructure carry inherent risk
• Cloud Review Services provides rollback instructions for every automated fix but cannot guarantee rollback success in all circumstances

7.4 Fix Script Responsibility

When you download a Terraform, Ansible, or CloudFormation fix script:

• You are solely responsible for reviewing the script before execution
• You are solely responsible for executing the script in your environment
• Cloud Review Services makes no warranty that the script will execute without error in your specific environment
• Execution of fix scripts outside the Service does not affect savings share obligations (see Section 6.3 for verification methodology)

8. Intellectual Property

8.1 Cloud Review Services's Property

Cloud Review Services owns all rights in the Service, including the software, algorithms, AI models, user interface, documentation, and all content we create. Nothing in these Terms transfers any ownership rights to you.

8.2 Your Data

You retain ownership of your data, including your AWS scan findings and account information. You grant Cloud Review Services a limited licence to use your data to provide and improve the Service.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant Cloud Review Services a perpetual, irrevocable, royalty-free licence to use that feedback without any obligation to you.

9. Confidentiality

Each party agrees to keep the other party's Confidential Information confidential and not to disclose it to third parties. 'Confidential Information' means information marked as confidential or which a reasonable person would understand to be confidential, including your AWS scan findings and account data, and Cloud Review Services's pricing, algorithms, and business information.

This obligation does not apply to information that: (a) is or becomes publicly known without breach of this clause; (b) the receiving party already knew; (c) is independently developed; or (d) is required to be disclosed by law.

10. Warranties and Disclaimers

10.1 Cloud Review Services's Warranties

Cloud Review Services warrants that:

• The Service will perform materially as described in our documentation
• We will maintain appropriate technical and organisational security measures
• We will not knowingly introduce malware or malicious code into the Service

10.2 Disclaimers

Cloud Review Services does not warrant that:

• Every cost waste finding is accurate — some findings may be false positives
• Executing a recommended fix will not impact the performance or availability of your services
• The Service will detect all cost waste in your AWS accounts
• Savings estimates will match actual AWS billing reductions

11. Limitation of Liability

In no event will Cloud Review Services be liable for:

• Loss of profits, revenue, or business
• Loss or corruption of data
• Any indirect, incidental, special, consequential, or punitive damages
• Damage to your AWS infrastructure resulting from execution of automated fixes you explicitly authorised
• AWS charges incurred as a result of your use of the Service
• Third-party claims against you arising from your use of the Service

These limitations apply even if Cloud Review Services has been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify and hold harmless Cloud Review Services and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your use of the Service in violation of these Terms
• Your violation of any third party's rights
• Your violation of any applicable law
• AWS accounts you connect to the Service that you did not have authority to connect
• Any automated fixes you authorise that cause unintended changes to your infrastructure

13. Term and Termination

13.1 Term

These Terms commence when you create an account and continue until your account is closed or these Terms are terminated.

13.2 Termination by You

You may terminate your account at any time from Account Settings. Termination takes effect at the end of your current billing period.

13.3 Termination by Cloud Review Services

Cloud Review Services may terminate or suspend your account immediately, without notice, if:

• You breach any material term of these Terms of Service
• You fail to pay any amounts due and do not cure the failure within 7 days of notice
• You use the Service for any unlawful purpose
• Continuing to provide the Service would expose Cloud Review Services to legal liability
• You attempt to circumvent savings share obligations under Section 6

13.4 Effect of Termination

On termination:

• Your access to the Service will cease
• Scan data will be retained for 30 days and then deleted (unless you request earlier deletion)
• Any outstanding savings share amounts calculated up to the termination date remain payable
• Sections 6, 8, 9, 11, 12, 13.4, 14, and 15 survive termination

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, you agree to first contact Cloud Review Services at legal@cloud-review.com and attempt to resolve the dispute informally for a period of 30 days.

14.2 Arbitration

Any dispute not resolved informally shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be:

• Conducted by a sole arbitrator mutually agreed by the parties
• Held in Bengaluru, Karnataka, India
• Conducted in English
• Subject to the substantive law of India

14.3 Governing Law and Jurisdiction

These Terms are governed by the laws of India. For matters not subject to arbitration, the courts of Bengaluru, Karnataka, India shall have exclusive jurisdiction.

14.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to bring or participate in a class action.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any Order Form or SOW, constitute the entire agreement between you and Cloud Review Services with respect to the Service.

15.2 Amendments

Cloud Review Services may amend these Terms at any time. Material changes will be notified by email at least 14 days in advance. Your continued use of the Service after the effective date of changes constitutes acceptance.

15.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.4 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of Cloud Review Services's right to enforce that provision in the future.

15.5 Assignment

You may not assign your rights or obligations under these Terms without Cloud Review Services's prior written consent. Cloud Review Services may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including AWS outages, internet disruptions, acts of government, or natural disasters.

15.7 Notices

Legal notices to Cloud Review Services must be sent to legal@cloud-review.com with the subject line 'Legal Notice'. Cloud Review Services will send notices to the email address on your account.

16. Contact

Email: legal@cloud-review.com

Subject: Legal — [Your Matter]

Company: Cloud Review Services (operated as a sole proprietorship under Indian law)