Cloud Services Agreement

This Cloud Services Agreement (the Agreement) is between the customer accepting it (Customer) and the FeatBit legal entity identified in the applicable checkout record, order form, or invoice (FeatBit). If no FeatBit entity is identified, the provider is FeatBit Inc., a Colorado corporation. The person accepting this Agreement represents that they have authority to bind Customer.

This Agreement begins when Customer first accepts it, creates a Cloud account, places an order, or uses a paid Cloud plan. An Order means an order form, online checkout confirmation, invoice, or other written ordering document accepted by both parties.

If documents conflict, the following order controls: the Order; the Data Processing Addendum for personal-data matters; this Agreement; and then referenced policies. A negotiated document controls only for the subject matter it expressly changes.

FeatBit grants Customer a limited, non-exclusive, non-transferable right during the subscription term to access and use FeatBit Cloud for Customer's internal business purposes. Customer may permit its employees, contractors, and other authorized users to use the service on its behalf.

• Customer must provide accurate account and billing information.
• Customer is responsible for authorized-user activity and for protecting credentials and SDK keys.
• Customer must promptly notify FeatBit of suspected unauthorized access.
• Customer is responsible for configuring flags, targeting rules, integrations, and user attributes.

FeatBit may update the service during the term. FeatBit will not materially reduce the core functionality of a paid plan during its then-current prepaid term, except where a change is reasonably necessary for law, security, abuse prevention, or third-party platform changes.

Each Order identifies the selected plan, billing cycle, included usage, add-ons, fees, subscription dates, and any negotiated support or service levels. The current public plan structure is described in the Cloud Subscription Information and on the pricing page.

Unless an Order says otherwise, paid subscriptions renew automatically for successive periods equal to the expiring billing period. Customer may cancel renewal through the billing settings or by written notice before the renewal date. Cancellation and paid-plan downgrades take effect at the end of the current billing period; upgrades may take effect immediately and may result in a prorated charge.

FeatBit may change public pricing for a future renewal by giving at least 30 days' notice. A price change does not alter fees already paid for the current fixed term.

Customer will pay the fees and usage charges shown in the Order. Card payments and self-service billing are processed by Stripe. For invoice-based Orders, payment is due within 30 days of invoice receipt unless the Order states another period.

• Fees are stated in U.S. dollars unless the Order specifies another currency and are non-cancellable and non-refundable except as required by law or expressly stated in this Agreement or an Order.
• Customer is responsible for sales, use, value-added, withholding, and similar taxes, excluding taxes on FeatBit's net income.
• Usage above the included or selected Monthly Active User allowance may be charged at the rate in the Order or pricing page. Continued operation during an overage does not waive the charge.
• Customer must raise a good-faith billing dispute within 30 days after the invoice date and pay all undisputed amounts when due.

Customer Data means data submitted to or collected through the Cloud service on Customer's behalf, including flag and segment configuration, user keys and attributes, evaluation events, experiment events, audit records, and support materials. Customer retains its rights in Customer Data and instructs FeatBit to process it only to provide, secure, maintain, administer, and support the service as permitted by the Agreement and DPA.

A FeatBit "end user" may represent a person, account, device, service, or another targeting context. Customer determines which keys and attributes are submitted and whether their content relates to an identified or identifiable person. FeatBit does not independently verify the identity, accuracy, or business validity of submitted end-user data; where it is personal data, the DPA applies.

Customer grants FeatBit and its authorized subprocessors a limited right to host, copy, transmit, display, and otherwise process Customer Data solely as needed to perform those purposes. FeatBit may create and use aggregated or de-identified information that cannot reasonably identify Customer or an individual, and will not attempt to re-identify it.

FeatBit will not sell Customer Data, use it for advertising, or disclose it except to authorized personnel and subprocessors that need it to provide or secure the service, as Customer directs or authorizes, or as applicable law requires.

Customer is responsible for its legal basis, notices, permissions, and instructions for Customer Data. Customer should use opaque user keys and data minimization and must not submit payment-card data, protected health information, special-category data, or other regulated data unless the parties have expressly agreed in writing to the required safeguards.

The DPA governs FeatBit's processing of personal data on Customer's behalf. The Privacy Policy governs data FeatBit processes for its own account, billing, website, and business-operation purposes.

FeatBit will maintain reasonable technical and organizational safeguards described in the Security Overview. Security is a shared responsibility: Customer controls authorized users, account permissions, SDK key distribution, submitted attributes, integrations, and its application's use of evaluated variations.

Each party will protect the other party's non-public business, technical, and financial information using at least reasonable care and will use it only to perform or exercise rights under the Agreement. Confidentiality obligations do not cover information that is public without breach, already lawfully known, independently developed, or rightfully received without restriction. A legally compelled recipient may disclose information after giving notice where legally permitted.

Customer and authorized users must not:

• use the service unlawfully or to violate third-party rights;
• probe, scan, or test the service except under written authorization or a published security program;
• circumvent access, usage, security, or billing controls;
• introduce malicious code or materially disrupt the service or other customers;
• resell or provide the service as a standalone product unless an Order permits it;
• use the service to build a directly competing hosted feature-management service; or
• submit data that Customer lacks the right to process through the service.

These restrictions do not limit rights that cannot be restricted by applicable law or rights granted under FeatBit's separate open-source licenses for self-hosted code.

FeatBit and its licensors retain all rights in the hosted service, documentation, branding, and related technology, excluding Customer Data. No rights are granted except those expressly stated. Open-source components remain governed by their respective licenses.

If Customer voluntarily provides feedback, Customer grants FeatBit a perpetual, worldwide, royalty-free right to use it without identifying Customer or disclosing Customer's confidential information.

Support channels and response targets depend on the selected plan or Order. FeatBit will use commercially reasonable efforts to operate and support the service, but no uptime percentage, service credit, response time, or resolution time applies unless it is expressly stated in the Order or a signed service-level agreement.

The service may be unavailable for maintenance, emergencies, force majeure events, internet or provider failures outside FeatBit's reasonable control, or Customer systems and configurations.

Either party may terminate for an uncured material breach after 30 days' written notice, or immediately if the breach cannot reasonably be cured. FeatBit may suspend affected access where reasonably necessary to prevent a security threat, unlawful use, material service harm, or continued non-payment after notice. FeatBit will limit the suspension where practical and restore access after the cause is resolved.

At the end of the subscription, Customer must stop using paid Cloud features and pay accrued charges. Customer should export needed data before termination. On request or after the applicable post-termination period, FeatBit will delete or return Customer Personal Data as described in the DPA, except for legally required retention and isolated backup copies that expire through normal backup cycles.

Provisions concerning fees, confidentiality, intellectual property, disclaimers, indemnification, liability, dispute resolution, and other terms that by nature should survive will survive termination.

FeatBit warrants that, during a paid subscription, the service will materially conform to its published documentation. Customer's exclusive remedy for breach is for FeatBit to use reasonable efforts to correct the nonconformity; if FeatBit cannot do so, Customer may terminate the affected Order and receive a refund of prepaid unused fees for the terminated portion.

Except for that express warranty and to the maximum extent permitted by law, the service is provided "as is" and "as available." FeatBit disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. FeatBit does not warrant uninterrupted or error-free operation or that every security threat will be prevented.

FeatBit will defend Customer against a third-party claim that the unmodified paid Cloud service infringes that party's intellectual-property right and will pay finally awarded damages or approved settlement amounts. FeatBit has no obligation for claims caused by Customer Data, Customer specifications, unauthorized combinations or modifications, continued use after notice, or use outside the Agreement. FeatBit may modify or replace the affected service or terminate it and refund prepaid unused fees.

Customer will defend FeatBit against a third-party claim arising from Customer Data or Customer's unlawful or unauthorized use of the service and will pay finally awarded damages or approved settlement amounts. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defense, provided no settlement admits fault or imposes non-monetary obligations on the indemnified party without consent.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or business interruption, even if advised of the possibility.

Except for Customer's payment obligations, either party's infringement or misappropriation of the other party's intellectual property, fraud, willful misconduct, or liability that law does not permit to be limited, each party's aggregate liability arising from the Agreement will not exceed the greater of USD 100 or the fees Customer paid or owed for the affected service during the 12 months before the event giving rise to liability.

• Governing law. An Order may specify governing law and venue. If it does not, Colorado law governs without regard to conflict rules, and the state and federal courts in Denver, Colorado have exclusive jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
• Notices. Legal notices must be sent to the contact in the Order and to contact@featbit.co. Operational notices may be delivered to account administrators or through the service.
• Assignment. Neither party may assign the Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the Agreement.
• Independent parties. The parties are independent contractors. The Agreement creates no partnership, agency, employment, fiduciary, or third-party beneficiary relationship except where a DPA or mandatory law expressly provides otherwise.
• Entire agreement. The Agreement and incorporated documents are the complete agreement about the service. Purchase-order boilerplate does not modify it. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder stays effective.
• Changes. FeatBit may update these online terms. Material adverse changes will be notified at least 30 days before taking effect and ordinarily apply at the next renewal, except changes required sooner by law or to address an urgent security risk.