Version 2026-08-01 — Based on Common Paper Cloud Service Agreement Standard Terms v2.0
This Cloud Service Agreement (“Agreement”) is between Ampbase, LLC (“Provider”) and the entity or individual agreeing to these terms (“Customer”). By subscribing to or using the Ampbase Cloud Service, Customer agrees to be bound by this Agreement. The specific business terms of Customer’s subscription (plan tier, fees, subscription period) are established at the time of sign-up and are governed by this Agreement.
1.1 Access and Use. During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes.
1.2 Support. During the Subscription Period, Provider will provide email support at support@ampbase.io during business hours (9am–5pm US Central, Monday–Friday, excluding US federal holidays). Provider will use commercially reasonable efforts to respond within 1 business day.
1.3 User Accounts. Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
1.4 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider’s products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.
1.5 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.
1.6 Machine Learning. Provider will not use Customer Content or Usage Data to develop, train, or enhance artificial intelligence or machine learning models.
2.1 Restrictions on Customer. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights. Use of the Product must comply with all Documentation and Use Limitations.
2.2 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer’s account when practical. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.
2.3 Customer Configurations. Customer is solely responsible for the content of, testing of, and decision to deploy each Customer Configuration, including the operational effects of any enforcement action a Customer Configuration directs (for example, terminating a process, blocking a connection, or overriding a system call) on Customer’s hosts and workloads. Provider delivers Customer Configurations as instructed and does not author, review, endorse, validate the correctness or safety of, or guarantee the effect of any Customer Configuration.
2.4 Telemetry Directed by Customer. Customer Configurations include the telemetry collection, redaction, and forwarding policies Customer applies to software agents running on its computers, including AI coding agents used by Customer’s personnel. Customer is solely responsible for its selection of a redaction tier, its decision to enable any forwarding destination, and for satisfying any legal basis, employee notice, consultation, or similar obligations that apply to Customer’s monitoring of its own personnel under Applicable Laws. Customer is likewise solely responsible for telemetry it directs to the Cloud Service from systems on which Provider’s Software does not run (for example, cloud-hosted agents configured by Customer to export directly to Customer’s ingest endpoint), where the content transmitted is determined by the exporting system’s own configuration. Provider makes data-minimization controls and on-device transparency tooling available, but does not warrant that Customer’s use of the Product complies with laws applicable to workplace monitoring.
2.5 Safety Controls. Provider makes available optional controls — including staged rollout, canary targeting, monitor-only modes, default-restrictive redaction tiers, and confirmation prompts for enforcing policies and for policy changes that increase the data leaving Customer’s computers — to help Customer manage deployment risk. These controls do not shift responsibility for a Customer Configuration or its effects to Provider, and Provider does not warrant that they will prevent any particular outcome. Customer is responsible for maintaining appropriate testing, staging, and rollback practices.
2.6 Permitted Use of Enforcement. Using the Cloud Service to deliver security enforcement policies authored or selected by Customer to Customer’s own hosts is a permitted use of the Product and is not, by itself, a High Risk Activity. Section 2.1(viii) continues to apply to any use of the Product in the situations described in the definition of High Risk Activity.
3.1 Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. Provider’s standard data processing agreement is available at ampbase.io/dpa. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.
3.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms.
3.3 Security. Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering.
4.1 Fees. All Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.
4.2 Automatic Payment. Customer authorizes Provider to automatically charge the credit card, debit card, or other payment method on file monthly for immediate payment or deduction without further approval. Provider will make a copy of Customer’s bills or transaction history available to Customer.
4.3 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.
4.4 Payment. Customer will pay Provider Fees and taxes in U.S. Dollars according to the Payment Process.
4.5 Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
5.1 Subscription. The Agreement will start on the date Customer subscribes, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives at least 30 days notice of non-renewal before the end of the current Subscription Period.
5.2 Trial. Customer may access the Cloud Service for a limited 14-day free trial (“Pilot Period”). The Subscription Period will automatically start following the Pilot Period. Either party may immediately terminate the Agreement during the Pilot Period for any or no reason by giving notice to the other party.
5.3 Termination. Either party may terminate the Agreement immediately: (a) if the other party fails to cure a material breach following 30 days notice; or (b) upon notice if the other party materially breaches the Agreement in a manner that cannot be cured, dissolves or stops conducting business without a successor, makes an assignment for the benefit of creditors, or becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
5.4 Force Majeure. Either party may terminate upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period.
5.5 Effect of Termination. Upon any expiration or termination: (a) Customer will no longer have any right to use the Product; (b) upon Customer’s request, Provider will delete Customer Content within 60 days; (c) each party will return or destroy the other party’s Confidential Information; and (d) Provider will submit a final bill for all outstanding Fees accrued before termination.
6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
6.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
6.3 From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.
6.4 Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3, Customer must give Provider notice within 45 days of discovering the issue. Within 45 days of receiving sufficient details, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected subscription and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period.
Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
8.1 Liability Caps. Each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim. For claims arising from a breach of Section 3 (Privacy & Security) or Section 10 (Confidentiality), each party’s total cumulative liability will not be more than 3x the Fees paid or payable in the same period.
8.2 Damages Waiver. Under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
8.3 Applicability. The limitations and waivers above apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
8.4 Exceptions. Nothing in this Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws.
9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees, that arise from such claims.
9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees, that arise from such claims.
9.3 Procedure. The Indemnifying Party’s obligations are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each claim; (b) providing reasonable assistance at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each claim.
10.1 Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations, each party will not use or disclose the other party’s Confidential Information. Each party will protect the other party’s Confidential Information using at least the same protections it uses for its own similar information but no less than a reasonable standard of care.
10.2 Exclusions. Confidential Information does not include information that (a) the receiving party knew before disclosure; (b) is or becomes publicly known through no fault of the receiving party; (c) the receiving party receives from someone else who is authorized to make the disclosure; or (d) the receiving party independently developed without use of the disclosing party’s Confidential Information.
Except for the limited license in Section 1.1, Provider retains all right, title, and interest in and to the Product. Except for the limited rights in Section 1.5, Customer retains all right, title, and interest in and to the Customer Content.
12.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements about its subject.
12.2 Modifications. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party.
12.3 Governing Law. The laws of the State of Delaware will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the state and federal courts located in the State of Delaware and each party irrevocably submits to the exclusive jurisdiction of those courts.
12.4 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates.
12.5 Logo Rights. Provider may identify Customer and use Customer’s name and logo in marketing to identify Customer as a user of Provider’s products and services. Customer may opt out by giving written notice to Provider.
12.6 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.
12.7 Export Controls. Customer may not export or re-export the Product in violation of any applicable export laws or regulations.
12.8 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations if caused by a Force Majeure Event. However, this does not excuse Customer’s obligations to pay Fees.
“Cloud Service” means the Ampbase OpAMP control plane for managing agents running on Customer’s computers, including configuration management, feature flag-driven routing, agent lifecycle management, and the delivery and lifecycle management of agent configurations, telemetry policies, and security enforcement policies, including policies that, as authored or selected by Customer, may monitor, block, terminate, or otherwise act upon processes, connections, or other activity on Customer’s hosts, available at ampbase.io.
“Customer Configuration” means an agent configuration, feature flag definition, telemetry collection, redaction, or forwarding policy, or security enforcement policy that Customer authors, selects, or submits for delivery through the Cloud Service. Customer Configurations are Customer Content.
“Confidential Information” means information disclosed by either party that is identified as confidential or should be reasonably understood as confidential due to its nature. Customer’s Confidential Information includes non-public Customer Content. Provider’s Confidential Information includes non-public information about the Product.
“Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product, but excludes Feedback.
“Documentation” means the usage manuals and instructional materials for the Cloud Service made available by Provider.
“Feedback” means suggestions, feedback, or comments about the Product or related offerings.
“Fees” means the applicable subscription amounts based on Customer’s selected plan tier.
“Force Majeure Event” means an unforeseen event outside a party’s reasonable control, such as natural disasters, war, pandemic, riot, act of terrorism, or public utility or internet failure.
“High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage.
“Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws.
“Product” means the Cloud Service, Software, and Documentation.
“Prohibited Data” means (a) protected health information regulated by HIPAA; (b) financial account numbers; (c) government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information under Applicable Data Protection Laws.
“Software” means the client-side software or applications made available by Provider for Customer to install or execute as part of the Product.
“Usage Data” means data and information about the provision, use, and performance of the Product based on Customer’s or User’s use of the Product.
“User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.
For questions about this Agreement, contact us at legal@ampbase.io.