Effective Date: March 1, 2026 · Last Updated: June 16, 2026
PLEASE READ CAREFULLY BEFORE USING CLOUDRIFT
This Agreement contains a LIMITATION OF LIABILITY clause (Section 11), a DISCLAIMER OF WARRANTIES (Section 10), and a BINDING ARBITRATION requirement (Section 15). By accessing or using CloudRift, you agree to be bound by these terms in their entirety. If you do not agree, do not use the Service.
This End User License Agreement and Terms of Service ("Agreement") is a legally binding contract between you ("Customer," "you," or "your") and Proco Consulting, LLC and its affiliates, subsidiaries, partners, officers, directors, employees, agents, licensors, and service providers (collectively "CloudRift", "we", "us", or "our"), governing your access to and use of the CloudRift platform available at cloudrift.tech ("Service").
By creating an account, checking the "I agree" box, clicking "I Agree," accessing, or using the Service in any way, you: (a) represent that you are at least 18 years old and have legal authority to enter this Agreement; (b) represent that if acting on behalf of an organization, you have authority to bind that organization; and (c) agree to all terms of this Agreement effective immediately.
Business Use Only. The Service is offered solely for commercial and business purposes. This Agreement is a business-to-business contract between sophisticated commercial parties, each capable of evaluating and accepting the risks and the allocation of liability set out below. The Service is not directed to consumers, and you represent that you are entering into this Agreement in the course of a business, trade, or profession.
CloudRift grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes in accordance with this Agreement.
You may not: (a) copy, modify, or create derivative works; (b) reverse engineer or decompile any portion of the Service; (c) sell, resell, rent, or sublicense the Service without explicit written authorization; (d) use the Service for any unlawful purpose or in violation of applicable laws.
The Service provides cloud infrastructure analysis, cost optimization recommendations, governance assessments, and related features for cloud computing environments ("Platform Services"). The Service is provided on an "AS IS" basis and is intended as an advisory tool only.
CLOUDRIFT IS AN ANALYSIS AND ADVISORY TOOL. ALL OUTPUTS, RECOMMENDATIONS, ASSESSMENTS, SCORES, ALERTS, AND SUGGESTIONS ARE INFORMATIONAL ONLY. CLOUDRIFT DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OUTPUT.
3.1 CUSTOMER-AUTHORIZED DESTRUCTIVE OPERATIONS — READ CAREFULLY
The Service includes optional features that can delete, stop, modify, resize, or otherwise change cloud resources (including, without limitation, the deletion queue, one-click execution, and automated "Autopilot" actions) (collectively, "Destructive Operations").
You acknowledge and agree that every Destructive Operation is initiated, authorized, and directed solely by you — whether by your direct confirmation, your standing approval, or your configuration of automated rules. CloudRift acts only as a tool executing instructions that you authorize. CloudRift is not the decision-maker and does not independently determine that any resource should be changed or removed.
You are solely responsible for: (a) reviewing each recommended or queued action before authorizing it; (b) verifying that any resource you authorize for change or deletion is not required for production, compliance, recovery, or any other purpose; (c) configuring any automated action conservatively and at your own risk; and (d) the consequences of any Destructive Operation, including any irreversible loss.
DESTRUCTIVE OPERATIONS MAY BE PERMANENT AND IRREVERSIBLE. CLOUDRIFT HAS NO OBLIGATION OR ABILITY TO RECOVER ANY RESOURCE OR DATA AFTER A DESTRUCTIVE OPERATION AND SHALL HAVE NO LIABILITY FOR ANY RESULTING LOSS, DAMAGE, DOWNTIME, OR EXPENSE.
To use certain features, you may provide cloud service provider credentials ("Credentials"). You represent and warrant that: (a) you have authority to provide such Credentials; (b) providing such Credentials does not violate any third-party agreement or applicable law.
We encrypt Credentials at rest using industry-standard encryption. However, YOU ASSUME ALL RISK associated with providing Credentials to the Service. CloudRift shall have no liability whatsoever for any unauthorized access, breach, or misuse of Credentials or any resulting damages.
Backups and Recovery. You are solely responsible for maintaining current, complete, and tested backups of, and recovery capability for, all of your cloud resources, configurations, and data. You acknowledge that CloudRift does not store, back up, or maintain copies of your cloud resources, and that changes or deletions made through the Service may be permanent and irreversible. CloudRift shall have no liability for any loss of, or inability to recover, any resource, configuration, or data.
Cloud Provider Terms. You represent and warrant that your use of the Service, and your authorization for CloudRift to access and act within your cloud environment on your behalf, complies with your agreements with your cloud service providers (including Microsoft Azure and Amazon Web Services) and does not violate any applicable policy, term, or law.
You agree not to use the Service to: (a) violate any applicable law or regulation; (b) infringe intellectual property rights; (c) transmit malware or harmful code; (d) attempt to gain unauthorized access to any systems; (e) engage in activity that disrupts or interferes with the Service; (f) use the Service in connection with any illegal activity; (g) circumvent any access controls or security measures.
CloudRift reserves the right to suspend or terminate access immediately and without notice for any violation of this section.
Paid plans are billed in advance on a monthly or annual basis. All fees are non-refundable except as required by applicable law or expressly stated herein. CloudRift may change pricing with 30 days' notice. Failure to pay may result in immediate suspension of access.
The Service, including all software, algorithms, databases, interfaces, design, and documentation, is owned exclusively by Proco Consulting, LLC and is protected by applicable intellectual property laws. This Agreement does not transfer any ownership rights. "CloudRift" and related marks are trademarks of Proco Consulting, LLC.
You retain ownership of your data. You grant CloudRift a limited license to process your data solely to provide the Service.
Each party agrees to keep confidential non-public information of the other party. CloudRift will use your data only to provide and improve the Service, and will not sell your data to third parties.
Our collection and use of information is governed by our Privacy Policy, incorporated herein by reference. By using the Service you consent to such collection and use.
DISCLAIMER — READ CAREFULLY
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, CLOUDRIFT, ITS AFFILIATES, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING:
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOUDRIFT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
CRITICAL LIMITATION — READ BEFORE USING
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUDRIFT, PROCO CONSULTING, LLC, AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, INVESTORS, AND SERVICE PROVIDERS (COLLECTIVELY "RELEASED PARTIES") SHALL NOT BE LIABLE FOR:
IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE RELEASED PARTIES EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO CLOUDRIFT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100.00).
THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF CLOUDRIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY — IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED.
Essential Basis; Carve-Outs. You agree that the limitations and exclusions in Sections 10 and 11 are an essential basis of the bargain between the parties, that CloudRift's pricing reflects this allocation of risk, and that they will survive and apply even if any limited remedy is found to have failed of its essential purpose. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for a party's gross negligence, willful misconduct, or fraud; to that limited extent only, the caps and exclusions above do not apply, and all other limitations remain in full force.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of this Agreement; (c) your violation of any third-party rights; (d) any data or content you submit; (e) your use or misuse of any cloud credentials; (f) any actions taken or not taken based on Service output; (g) your violation of any applicable law.
CloudRift reserves the right to assume exclusive control of any matter subject to indemnification, at your expense. You agree to cooperate fully with CloudRift's defense of any such claim.
This Agreement is effective until terminated. CloudRift may suspend or terminate your access immediately and without notice for: (a) any breach of this Agreement; (b) non-payment; (c) conduct that CloudRift determines, in its sole discretion, is harmful to other users, third parties, or the Service; (d) any reason or no reason, with or without cause.
Upon termination, all licenses granted herein immediately cease. Sections 7, 9, 10, 11, 12, 14, 15, and 16 survive termination.
CloudRift reserves the right to modify this Agreement at any time. Changes take effect upon posting to cloudrift.tech/terms. Continued use of the Service after changes constitutes acceptance. It is your responsibility to review this Agreement periodically.
BINDING ARBITRATION: Any dispute arising from this Agreement or your use of the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court. YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTION LITIGATION.
Class Action Waiver: You may only resolve disputes with CloudRift on an individual basis and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action.
Exceptions: Either party may seek injunctive or equitable relief in court for intellectual property infringement or unauthorized access claims.
Governing Law: This Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles.
Entire Agreement: This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and CloudRift regarding the Service and supersedes all prior agreements.
Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in full force. An invalid provision will be modified to the minimum extent necessary to make it enforceable.
No Waiver: Failure to enforce any right or provision shall not constitute a waiver of that right or provision.
Assignment: You may not assign this Agreement without CloudRift's prior written consent. CloudRift may assign this Agreement freely.
Force Majeure: CloudRift shall not be liable for any failure or delay due to circumstances beyond its reasonable control.
No Third-Party Beneficiaries: This Agreement does not confer any rights on any third party.
Contact: Questions regarding this Agreement: legal@cloudrift.tech
© 2026 Proco Consulting, LLC. All rights reserved. · Privacy Policy · cloudrift.tech
This document was last reviewed on June 16, 2026. This is not legal advice. Proco Consulting, LLC recommends all enterprise customers have this agreement reviewed by qualified legal counsel.