CloudSpry allows Customer to connect one or more AWS accounts and receive cost and performance monitoring, alerting, and analysis. The Service relies on data retrieved from AWS via access Customer authorizes; the accuracy of the Service's outputs depends on the completeness and accuracy of that AWS data and Customer's configuration choices.

• You must provide accurate, current registration information and keep it up to date.
• You are responsible for safeguarding your login credentials and for all activity under your account.
• You must be at least 18 years old and authorized to act on behalf of the Customer organization.

• Customer is solely responsible for configuring and maintaining the IAM role(s), policies, and permissions granted to CloudSpry, and for ensuring such access complies with Customer's own security and compliance obligations.
• Customer represents that it has all rights necessary to grant CloudSpry access to the connected AWS account(s) and any data therein.
• Customer may revoke CloudSpry's access at any time by modifying or removing the applicable IAM role/policy; doing so may immediately disable some or all features of the Service.
• CloudSpry is not responsible for AWS service outages, AWS API changes, AWS billing/pricing changes, or actions taken within Customer's AWS account by Customer or third parties.

Customer will not, and will not permit others to:

• Use the Service to access AWS accounts it is not authorized to access;
• Reverse engineer, decompile, or attempt to extract source code from the Service, except as permitted by law;
• Interfere with or disrupt the integrity or performance of the Service;
• Use the Service to violate any applicable law or third-party rights;
• Resell, sublicense, or provide the Service to third parties without our written consent.

Fees, billing frequency, and payment terms are as set out in the applicable order form, pricing page, or subscription plan Customer selects. Unless otherwise stated: fees are non-refundable except as required by law or expressly stated in these Terms; late payments may result in suspension of the Service; and fees exclude applicable taxes, which Customer is responsible for.

5.1 Subscription Plans

CloudSpry is offered in the following subscription tiers. Current pricing and features are shown on our pricing page and may be updated from time to time in accordance with Section 13.

• Free Tier (60-day free trial): manage up to 20 instances, build dashboards, set cost and performance alerts, and run usage reports. Limited to a single connected AWS account.
• Print Tier ($399/month): manage up to 50 instances, plus departments and members and the AI-powered cost and performance advisor.
• Quart Tier ($1,299/month): manage up to 300 instances, with all Print Tier features.
• Gallon Tier (custom pricing): unlimited instances, multiple cloud infrastructures, all Print and Quart Tier features, and self-managed or Mykmo-managed options. Pricing is set in an order form; contact sales.

All paid tiers support multiple AWS account connections. Discounts for non-profits and startups may be available by contacting our sales team.

5.2 Free Trial

New accounts may start with a 60-day free trial. We will send a reminder email 7 days before the trial expires. When the trial ends, your account will automatically convert to the paid tier selected at sign-up, and the payment method on file will be charged, unless you cancel before the trial expiration date.

5.3 Billing and Auto-Renewal

• Paid plans are billed month-to-month on a recurring 30-day billing cycle and renew automatically at the end of each cycle until cancelled. There are no long-term commitments unless you elect annual billing, which may be offered at a discount.
• There are no setup fees.
• We accept major credit cards (Visa, Mastercard, American Express). ACH bank transfers are available for annual enterprise plans. Payments are processed by our third-party payment processor.
• Where specified in an order form, fees may also include a CloudSpry service fee calculated on monitored AWS spend (as a percentage, fixed monthly amount, or tiered by spend level), invoiced together with any AWS costs billed through CloudSpry.

5.4 Plan Changes and Cancellation

• You may upgrade or downgrade your plan at any time from your account settings. Plan changes take effect at the start of the next billing cycle.
• You may cancel at any time. Cancellation takes effect at the end of the current billing cycle, and you will not be charged for subsequent cycles. Fees already paid are non-refundable except as stated above.

• As between the parties, Customer retains all rights to its underlying AWS account data, cost data, and performance data.
• Mykmo retains all rights to the Service itself, including its software, analytics methodology, alerting logic, and aggregated/de-identified data derived from use of the Service across customers, which Mykmo may use to operate, improve, and benchmark the Service, provided such aggregated data does not identify Customer.

The Service depends on and interoperates with AWS and other third-party services (e.g., email delivery, payment processing). We are not responsible for the availability, security, or performance of third-party services, including AWS outages or changes to AWS APIs that affect the Service.

Each party will protect the other's confidential information with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will use such information only to perform under these Terms.

THE SERVICE, INCLUDING ALL COST AND PERFORMANCE ALERTS AND ANALYSIS, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT COST ESTIMATES, SAVINGS PROJECTIONS, OR PERFORMANCE ALERTS WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR SECURE. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS AWS ACCOUNT CONFIGURATION, SPENDING DECISIONS, AND INFRASTRUCTURE OPERATIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR AWS COSTS INCURRED, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO MYKMO IN THE [INSERT PERIOD, e.g., TWELVE (12) MONTHS] PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Customer will indemnify and hold Mykmo harmless from third-party claims arising from Customer's breach of these Terms, misuse of the Service, or unauthorized AWS access granted to CloudSpry. Mykmo will indemnify Customer from third-party claims that the Service, as provided, infringes a third party's U.S. intellectual property rights, subject to standard exclusions [to be finalized with counsel].

• These Terms remain in effect while Customer uses the Service or for the duration of an active subscription.
• Either party may terminate for the other's uncured material breach after [INSERT NOTICE PERIOD, e.g., 30 days'] written notice.
• We may suspend or terminate access immediately for non-payment, security risk, or violation of Section 4 (Acceptable Use).
• Upon termination, CloudSpry's access to Customer's AWS account will be disabled (or should be revoked by Customer), and CloudSpry will delete or return Customer data per Section 7 of the Privacy Policy.

We may modify the Service or these Terms from time to time. We will provide notice of material changes (e.g., via email or in-app notice); continued use of the Service after the effective date of changes constitutes acceptance.

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [INSERT COUNTY], Texas. [Insert arbitration clause here if Mykmo prefers arbitration over litigation.]

• Entire Agreement: These Terms, together with any order form, constitute the entire agreement between the parties regarding the Service.
• Assignment: Customer may not assign these Terms without our written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision is held unenforceable, the remaining provisions remain in effect.
• No Waiver: Failure to enforce a provision is not a waiver of that provision.
• Force Majeure: Neither party is liable for delays or failures due to causes beyond its reasonable control.