Terms of Service

1. Acceptance of Terms and Agreement

By accessing, registering for, or using XD's Cloud ("XD's Cloud", "we", "our", "us", or the "Company"), you agree to be bound by these Terms of Service ("Terms", "Agreement", or "ToS"). These Terms constitute a legally binding contract between you ("User", "You", or "Customer") and XD's Cloud.

These Terms are effective as of the date you first accept them by accessing the Services. If you do not agree to any part of these Terms, you may not access or use the Services. Your continued use of the Services constitutes acceptance of these Terms and any modifications.

If you are accepting these Terms on behalf of a company or legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Definitions

"Services" means the cloud hosting, server management, infrastructure, networking, and related services provided by XD's Cloud under these Terms. "Account" means your registered account with XD's Cloud. "Content" means any data, files, code, configurations, or information you upload, store, or transmit through the Services. "Credentials" means your login credentials, API keys, tokens, and authentication materials. "Plan" means the specific service tier and pricing plan you have selected. "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and other proprietary rights.

3. Description of Services

XD's Cloud provides cloud-based hosting, server management, infrastructure services, networking solutions, and related technologies (collectively, the "Services"). The Services are provided on a subscription basis subject to your selected Plan, these Terms, applicable Policies, Service Documentation, plan-specific limits, usage quotas, and service level agreements.

Services may include hosting virtual machines, managing databases, providing connectivity solutions, monitoring tools, analytics, and other infrastructure features. Features, capabilities, resources (CPU, memory, bandwidth, storage), and support levels vary by Plan tier. We maintain current documentation of Services and Plans on our website.

Service Variations:Services may exist in production, beta, experimental, or deprecated states. Beta and experimental features are provided "AS IS" without warranties or support obligations. We may discontinue or migrate services from beta to production or deprecated status.

4. Account Registration and Responsibility

Registration Requirements: To use the Services, you must create an Account by providing accurate, current, and complete information. You represent and warrant that all registration information is truthful and accurate. You are responsible for maintaining the accuracy of your Account information and updating it promptly if changes occur.

Account Security: You are solely and fully responsible for:

• Maintaining the strict confidentiality of your Credentials, including passwords, API keys, and authentication tokens
• Ensuring secure storage and handling of Credentials to prevent unauthorized disclosure or compromise
• Preventing unauthorized access to or use of your Account
• All activity and actions taken under your Account, whether authorized by you or not

Unauthorized Access: You must notify us immediately (within 24 hours) of any suspected unauthorized access, Credential compromise, or security breach involving your Account. You are liable for all damages and liabilities arising from unauthorized use of your Account until you notify us.

Account Termination: We may disable or terminate your Credentials and Account access without liability if we reasonably believe your Account has been compromised or used to violate these Terms.

Multiple Accounts Policy: Each individual user or entity is permitted to maintain only ONE active Account. The following constitute prohibited multiple account activity:

• Creating multiple Accounts as a single individual or entity for the purpose of circumventing limits, policies, restrictions, or to gain unfair advantages
• Maintaining multiple Accounts on the same device, network, or Internet Protocol (IP) address with intent to evade restrictions or abuse Services
• Operating multiple Accounts that share common identifiers including payment methods, email addresses, phone numbers, or device identifiers
• Using multiple Accounts to conduct coordinated activities, abuse promotion systems, or manipulate service mechanisms
• Transferring or sharing login Credentials across multiple Accounts or devices to bypass account-specific limitations

Legitimate Exceptions: We recognize that some users may have legitimate reasons for multiple Accounts, such as separate personal and business use, or organizational departments. Such Accounts must be clearly designated and operated independently without circumventing policies or limits. You must declare such Accounts to us in writing. Undisclosed multiple Accounts that appear coordinated will be treated as policy violations.

Enforcement: Any violation of the multiple accounts policy will result in immediate suspension and/or termination of all associated Accounts without notice or refund. All Content and data across all violating Accounts will be permanently deleted. We may pursue legal action and report violations to law enforcement if warranted. You assume full liability for damages arising from multiple account abuse.

5. Acceptable Use Policy

You agree not to use the Services, directly or indirectly, for any unlawful, abusive, harmful, or prohibited purposes. Prohibited uses include:

• Malicious Software: Upload, host, distribute, execute, or transmit malware, viruses, trojans, worms, ransomware, rootkits, spyware, or other malicious code
• Unauthorized Access: Engage in hacking, unauthorized access, brute-force attacks, credential stuffing, or attempts to bypass security controls
• Denial of Service: Conduct denial-of-service (DoS), distributed denial-of-service (DDoS), or similar attacks against Services or third-party infrastructure
• Phishing and Social Engineering: Create phishing pages, conduct social engineering attacks, or impersonate individuals or organizations
• System Abuse: Disrupt, interfere with, damage, or impair the Services, infrastructure, performance, stability, or availability for other users
• Security Bypasses: Attempt to bypass, circumvent, disable, or interfere with security features, mechanisms, or controls
• Illegal Activities: Use Services for any unlawful, criminal, or fraudulent purpose, including copyright infringement, trademark violation, unauthorized use of intellectual property, or illegal goods/services
• Spam and Unsolicited Communications: Send spam, unsolicited email, bulk messaging, commercial solicitations, or engage in mass messaging campaigns
• Abusive Content: Transmit, host, or distribute content that is abusive, defamatory, obscene, harassing, hateful, discriminatory, or violates third-party rights
• Child Safety: Use Services in any manner that exploits, harms, endangers, or sexualizes minors
• Cryptocurrency Mining: Mine cryptocurrency or engage in computationally-intensive activities beyond plan allowances without explicit written authorization
• Reverse Engineering: Reverse engineer, decompile, disassemble, or attempt to derive source code of the Services or proprietary infrastructure
• Violations of Law: Violate any applicable laws, regulations, export controls, sanctions, or legal restrictions in your jurisdiction or jurisdiction where Services operate
• Open Proxy or Relay: Configure Services as open proxies, mail relays, or for anonymizing third-party activities

Enforcement: We monitor for violations and may immediately suspend, throttle, or terminate your Account without liability for any prohibited use. We may report suspected illegal activity to law enforcement.

6. Usage Limits and Fair Use

Each Plan includes defined resource limits (CPU, memory, bandwidth, storage, API calls, concurrent connections) documented in Plan specifications. You must operate strictly within these limits.

Exceeding Limits: If you consistently exceed plan limits, we may:

• Throttle or rate-limit your access
• Temporarily suspend Services until usage complies
• Require upgrade to a higher-tier Plan
• Terminate your Account for persistent violations

No Guaranteed Uptime or SLA: XD's Cloud does NOT guarantee uninterrupted access, specific uptime percentages, or service level agreements unless explicitly stated in a separate written SLA agreement. Services are provided "AS IS" and "AS AVAILABLE" without uptime guarantees. Scheduled maintenance, emergency repairs, and security patches may require service interruption with reasonable notice when possible.

7. Data Backup and Disaster Recovery

Your Backup Responsibility: You are solely and exclusively responsible for maintaining complete backups of all Content, data, applications, and configurations stored on the Services. We do not provide automatic backup services or recovery guarantees.

No Liability for Data Loss: XD's Cloud is NOT liable for any data loss, corruption, inaccessibility, or deletion, regardless of cause, including:

• Service failures, downtime, or infrastructure issues
• Your own errors, misconfiguration, or accidental deletion
• Security breaches or unauthorized access
• Natural disasters, hardware failures, or force majeure events
• Termination of your Account or Services
• Third-party attacks or malicious activity

We strongly recommend you implement redundant backups stored in geographically separate locations and test recovery procedures regularly.

8. Service Monitoring and Security

We monitor usage, service logs, traffic patterns, and account activity for security, stability, fraud detection, compliance, and abuse prevention purposes. This monitoring may include:

• Analyzing network traffic and usage patterns
• Scanning for malware, unauthorized access, and anomalies
• Monitoring resource consumption and performance metrics
• Logging API calls, access events, and system activities

Abuse Response: Any violation of these Terms, Acceptable Use Policy, or abuse of Services may result in immediate suspension or termination of your Account without liability, refund, or notice. We may preserve logs and evidence for legal proceedings.

9. Content Responsibility and Warranties

Your Responsibility: You are solely responsible for all Content, data, code, applications, and configurations hosted, stored, transmitted, or otherwise used through the Services.

No Liability for Content: XD's Cloud assumes NO liability for any Content, including its legality, accuracy, quality, appropriateness, completeness, or compliance with third-party rights. We do not monitor, review, verify, or endorse any Content.

Your Warranties: You represent and warrant that:

• All Content is original, belongs to you, or you have obtained necessary rights and permissions
• Content does not infringe any copyrights, patents, trademarks, trade secrets, or other intellectual property rights
• Content complies with all applicable laws, regulations, and third-party rights
• Content does not contain malware, viruses, or harmful code
• You have obtained necessary consents and permissions from individuals whose Personal Data is included in Content

You indemnify us for any breach of these warranties.

10. Intellectual Property Rights

XD's Cloud IP: All content, features, functionality, code, design, documentation, and materials of the Services are owned by or licensed to XD's Cloud and protected by copyright, trademark, patent, and trade secret laws.

Limited License: We grant you a non-exclusive, non-transferable, revocable license to access and use the Services solely for lawful purposes consistent with these Terms. This license does not include rights to modify, copy, reproduce, distribute, or create derivative works.

Your Content IP: You retain all ownership rights to Content you create and upload. By uploading Content, you grant XD's Cloud a worldwide, royalty-free license to access, store, back up, analyze, and transmit Content solely to provide Services and comply with law.

DMCA Procedure: If you believe Content on our platform infringes your copyright or intellectual property rights, submit a DMCA notice to contact@xdpxi.dev including:

• Identification of the copyrighted work allegedly infringed
• Specific location/URL of allegedly infringing Content
• Your contact information and statement under penalty of perjury
• Your signature and date

We will investigate DMCA claims and take appropriate action, potentially including content removal. False or frivolous DMCA claims may result in legal liability for the submitter under 17 U.S.C. § 512(f).

Counter-Notice: If we remove your Content based on a DMCA claim and you believe removal was incorrect, you may submit a counter-notice with your signed statement, contact information, and consent to jurisdiction.

11. Payment, Billing, and Refund Policy

Payment Terms: Fees for Services are as specified in your Plan and pricing page. Payment is due in advance unless otherwise agreed. Failure to pay may result in suspension or termination.

Payment Processing: All payments are processed securely through Stripe, a third-party payment processor. User authentication and account identity verification is managed through Clerk, which authenticates users before enabling payment access. By providing payment information, you authorize Stripe to charge your payment method for Services. We do not store full credit card information on our servers.

Billing Cycle: Charges are billed according to your Plan cycle (monthly, annual, etc.) on the anniversary date of your Plan purchase or commencement.

Plan Pricing and Additional Services: Pricing for Plans is displayed on our pricing page and includes base features. You may purchase additional servers at USD$5 per server per month. Annual billing offers a discount equivalent to 2 months free compared to monthly billing.

Prorated Billing: If you upgrade, downgrade, or cancel your Plan mid-cycle, charges or credits will be prorated based on the number of days used in the current billing period.

Non-Refundable Services: All payments for Services are FINAL and NON-REFUNDABLE, except as explicitly provided below or required by law:

• Billing for Services already provided cannot be refunded
• Refunds for unused portions following early account termination are not provided
• Upgrade charges are non-refundable

Billing Errors and Disputes: You may request a refund for documented billing errors (duplicate charges, incorrect amounts, or unauthorized charges). Billing error refund requests require documentation and are subject to verification. Approved refunds will be issued to the original payment method within 30 days.

Account Cancellation: You may cancel your Account at any time. Upon cancellation, your access terminates immediately, and no refund is issued for the remaining billing period. You remain liable for all charges through the end of the current billing period.

Price Changes: We may modify pricing at any time with 30 days' notice. Continued use after notice constitutes acceptance of new prices. Existing annual subscriptions are grandfathered at their original price until renewal.

12. Termination and Suspension

Termination by You: You may terminate your Account and Services at any time by providing written notice. Termination is effective immediately but you remain liable for charges through the end of the current billing period.

Suspension by XD's Cloud: We may immediately suspend your Account without notice or liability if you:

• Violate these Terms or any Acceptable Use Policy
• Engage in illegal, fraudulent, or harmful activities
• Pose a security risk to the platform, infrastructure, or users
• Fail to pay charges for more than 30 days past due
• Abuse Services or consume excessive resources
• Are subject to bankruptcy or insolvency proceedings

Termination by XD's Cloud: We may terminate your Account and Services at any time with 30 days' written notice for convenience. Upon termination for convenience, you may receive a pro-rata refund for unused Services.

Data After Termination: Upon termination, your Account and all associated Content are permanently deleted within 30 days unless otherwise required by law. No recovery of deleted Content is possible after termination. You must back up all important data before termination.

Survival: Provisions regarding payment, limitation of liability, indemnification, intellectual property, confidentiality, and dispute resolution survive termination.

13. Limitation of Liability and Warranties Disclaimer

AS-IS / AS-AVAILABLE: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

Disclaimer of Warranties: XD'S CLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING:

• MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY
• TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT
• ACCURACY, COMPLETENESS, OR TIMELINESS OF SERVICES OR CONTENT
• UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS
• SPECIFIC UPTIME, PERFORMANCE LEVELS, OR SERVICE LEVELS

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, XD'S CLOUD SHALL NOT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, punitive, or exemplary damages
• Data loss, corruption, unavailability, or inaccessibility
• Service interruptions, downtime, or unavailability
• Lost revenue, lost profits, lost business opportunities, or lost data
• Business interruption or cost of cover
• Third-party claims, demands, or actions

EVEN IF XD'S CLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap: XD'S CLOUD'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO XD'S CLOUD IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14. Indemnification

You agree to indemnify, defend, and hold harmless XD's Cloud (including our officers, directors, employees, agents, affiliates, and successors) from and against all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys' fees), and suits arising from or relating to:

• Your use of Services or breach of these Terms
• Your violation of applicable laws or regulations
• Your Content, including infringement of third-party intellectual property or privacy rights
• Your violation of third-party rights or claims based on your actions
• Misuse of Services or violation of Acceptable Use Policy

You will not settle any claim without our prior written consent. We will provide reasonable notice and cooperation in defense of claims.

15. Dispute Resolution and Arbitration

Governing Law: These Terms are governed by and construed under the laws of New South Wales, Australia, without regard to conflict of law principles.

Informal Resolution: Before pursuing formal proceedings, you agree to attempt resolution through good faith negotiation. Contact us with your dispute in detail. We will respond within 14 days and work toward resolution.

Mandatory Arbitration: If negotiation fails within 30 days, any dispute, claim, or controversy arising from these Terms or Services shall be resolved by binding arbitration under Australian law, conducted by a single arbitrator selected by mutual agreement or per arbitration rules.

Arbitration Waiver: BY ACCEPTING THESE TERMS, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES IN COURT (except as provided below). You also waive the right to jury trial, class action, or consolidation with other claims.

Exception to Arbitration: Either party may pursue injunctive relief or specific performance in court to prevent infringement of intellectual property rights, theft of trade secrets, breach of confidentiality, or immediate threats to the platform or users.

Jurisdiction and Venue: You consent to exclusive jurisdiction and venue of the courts of New South Wales for disputes that cannot be arbitrated or for provisional/injunctive relief.

16. Service Modifications and Discontinuation

Right to Modify: XD's Cloud reserves the right to modify, update, upgrade, downgrade, suspend, or discontinue Services, features, or functionality at any time.

Notice Requirements:

• Minor updates, bug fixes, or security patches may be deployed without notice
• Feature additions or non-essential changes will have reasonable notice when possible
• Material changes affecting functionality or access will include 30 days' advance notice
• Discontinuation of Services will include 60 days' notice when reasonably possible

Continued Use = Acceptance: Continued use of Services after notice of modifications constitutes acceptance. If you do not accept modifications, you may terminate your Account before changes take effect.

17. Changes to Terms of Service

We may modify these Terms at any time. Material changes will be communicated to you via email or prominent notice on our website at least 30 days before taking effect. The effective date will be updated at the bottom of these Terms.

Continued use of Services after notice constitutes acceptance of modified Terms. If you do not accept changes, you may terminate your Account before modifications take effect.

18. General Terms and Conditions

Entire Agreement: These Terms, together with the Privacy Policy, Acceptable Use Policy, Service Documentation, and any separate written agreements, constitute the entire agreement regarding Services and supersede all prior negotiations, understandings, and agreements.

Severability: If any provision is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and remaining provisions remain in full force.

Waiver: Failure to enforce any right or provision does not constitute a waiver of that right or provision. A waiver is valid only if made in writing and signed by authorized representatives.

No Partnership or Agency: Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship. You have no authority to represent, bind, or obligate XD's Cloud.

Assignment and Delegation: You may not assign, transfer, delegate, or subcontract your rights or obligations under these Terms without prior written consent. Any unauthorized assignment is void. XD's Cloud may assign these Terms and delegate obligations with notice.

Force Majeure: XD's Cloud is not liable for failure or delay in performing obligations due to events beyond reasonable control (natural disasters, war, terrorism, strikes, pandemics, etc.).

Export Compliance: You agree to comply with all export laws, regulations, and restrictions. Services may not be accessed or used by persons or entities subject to trade sanctions, OFAC restrictions, or in prohibited jurisdictions.

19. Audit and Monitoring

XD's Cloud may audit your account, usage, and compliance with these Terms upon reasonable notice. You agree to provide access to information and systems necessary for audits. Audits may be conducted by us or authorized third-party auditors under confidentiality obligations.

20. Children and Age Restrictions

The Services are not intended for individuals under 13 years of age (or the applicable age of digital consent). You represent and warrant that you meet age requirements to use Services and are not prohibited by law from entering into these Terms. If you are under 18, obtain parental or guardian consent before using Services.

21. Feedback and Suggestions

Any feedback, suggestions, ideas, or comments you provide regarding Services are voluntary and not confidential. We may use, reproduce, modify, distribute, and display such feedback without obligation or compensation to you. By providing feedback, you grant us a worldwide, royalty-free, perpetual license to use it.

22. Third-Party Links and Integrations

Services may contain links to third-party websites, applications, or services. We are not responsible for third-party content, practices, policies, or security. Review third-party terms and privacy policies before using. Your use of third-party services is at your sole risk.

23. Survival

The following provisions survive termination or expiration: Payment Obligations, Limitation of Liability, Indemnification, Intellectual Property Rights, Dispute Resolution, Confidentiality, and any other provisions that by their nature are intended to survive.

24. Contact Information and Support

For questions, concerns, or notices regarding these Terms, contact us at:

Email: contact@xdpxi.dev

We will respond to inquiries within 5 business days. Any formal notices must be in writing and directed to the above contact.

25. Document Information

Effective Date: These Terms are effective as of the date you first accept them.

Last Updated: April 26, 2026

These Terms of Service have been drafted to provide comprehensive legal coverage and protection under Australian law and international standards.