Terms of Service

This Cloud Service Agreement ("Agreement") is between Yudame Inc., a Delaware corporation ("Provider") and you ("Customer") for the use of our Model Context Protocol (MCP) servers and related services. This Agreement is based on Common Paper's Cloud Service Agreement Version 2.1.

By using our services, you agree to these terms. If you do not agree, please do not use our services.

1. Service

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, for its internal business purposes.

1.2 Support

Provider will supply Technical Support during the Subscription Period as outlined in the Order Form.

1.3 User Accounts

Customer bears responsibility for all account actions and user compliance. Users and Customer must maintain password confidentiality and promptly notify Provider of compromised credentials or suspected fraud.

1.4 Feedback and Usage Data

Customer may provide Feedback "AS IS" without restrictions. Provider may use Feedback freely and collect Usage Data for maintaining, improving, and promoting services without obligation, provided Usage Data disclosed to others is aggregated and non-identifying.

1.5 Customer Content

Provider may copy, display, modify, and use Customer Content only to provide and maintain the Product. Customer is responsible for accuracy and content of Customer Content.

1.6 Machine Learning

Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services. Data must be aggregated and de-identified using commercially reasonable industry-standard technology before use. Provider obligations regarding Personal Data under Applicable Data Protection Laws remain unchanged.

2. Restrictions & Obligations

2.1 Restrictions on Customer

Customer will not reverse engineer, sublicense, remove proprietary notices, modify, conduct security tests on, circumvent access restrictions, access unauthorized portions, develop competing services, use for High Risk Activities, gain unauthorized network access, or upload content lacking proper rights.

2.2 Use Limitations

Product usage must comply with Documentation and Use Limitations.

2.3 Suspension

Provider may temporarily suspend access if Customer has outstanding balances exceeding 30 days, breaches Section 2.1, or uses the Product in violation of the Agreement or materially harming operations. Provider will reinstate access when issues resolve.

3. Privacy & Security

3.1 Personal Data

Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. DPA terms control rights and obligations regarding Personal Data.

3.2 Prohibited Data

Customer cannot submit Prohibited Data (including health information under HIPAA, financial account numbers, government IDs, or GDPR special categories) unless authorized by Order Form or Key Terms.

4. Payment & Taxes

4.1 Fees

All Fees are in U.S. Dollars unless specified otherwise, 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 Invoicing

Provider sends usage-based invoices in arrears; other Fees invoiced in advance per Payment Process.

4.3 Automatic Payment

Provider charges payment methods on file per Payment Process; Customer authorizes charges and receives bill copies.

4.4 Taxes

Customer is responsible for duties, sales, use, VAT, GST, or withholding taxes that Provider itemizes, but not Provider's income taxes.

4.5 Payment

Customer pays Fees in U.S. Dollars per Payment Process unless Order Form specifies otherwise.

4.6 Payment Dispute

Customers with good-faith disagreements must notify Provider before payment due or within 30 days of automatic charging. Parties resolve within 15 days; unresolved disputes allow remedies under Agreement or Applicable Laws.

5. Term & Termination

5.1 Order Form and Agreement

The Agreement starts on Order Date, continues through the Subscription Period, and automatically renews unless non-renewal notice is given before the Non-Renewal Notice Date.

5.2 Framework Terms

These terms commence on Effective Date and continue for one year or until all governed Order Forms end, whichever is longer.

5.3 Termination

Either party may terminate immediately if: the other fails to cure material breach within 30 days notice; the other materially breaches incurably; dissolves business; assigns for creditor benefit; or enters insolvency/bankruptcy lasting over 60 days.

5.4 Force Majeure

Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider refunds prorated prepaid Fees. Force Majeure does not excuse Fee payment.

5.5 Effect of Termination

Termination ends all governed Order Forms. Upon expiration: Customer loses Product access; Provider deletes Customer Content within 60 days upon request; parties return/destroy Confidential Information; final invoices are submitted and paid per Section 4.

5.6 Survival

Sections 1.4, 1.6, 2.1, 4, 5.5, 5.6, 6-13, and referenced Cover Page portions survive termination. Recipients may retain Confidential Information per standard backup policies or legal requirements, with Sections 3 and 10 continuing to apply.

6. Representations & Warranties

6.1 Mutual

Each party represents having legal authority to enter the Agreement, proper organization and good standing, compliance with Applicable Laws, and compliance with Additional Warranties.

6.2 From Customer

Customer represents that all parties submitting Customer Content possess necessary rights and may permit the described usage.

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 general functionality. If unresolved, Customer may terminate and receive prorated refunds. This remedy is exclusive.

7. Disclaimer of Warranties

The warranties in Section 6 do not apply to misuse or unauthorized Product modification, nor to non-Provider services. Except for Section 6 warranties, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

8. Limitation of Liability

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 General Cap Amount. For Increased Claims, liability caps at the Increased Cap Amount.

8.2 Damages Waiver

Except as provided in Section 8.4 (Exceptions), 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.

8.3 Applicability

Limitations apply to all liability forms—tort, contract, statutory duty, or otherwise.

8.4 Exceptions

General Cap excludes Increased Claims. Unlimited Claims are uncapped. Damages Waiver excludes Increased Claims and Section 10 breaches. Applicable Laws limit liability restrictions.

9. Indemnification

9.1 Protection by Provider

Provider indemnifies Customer against Provider Covered Claims from third parties, covering damages, awards, settlements, and reasonable attorney fees.

9.2 Protection by Customer

Customer indemnifies Provider against Customer Covered Claims from third parties, covering damages, awards, settlements, and reasonable attorney fees.

9.3 Procedure

Indemnified parties must promptly notify, provide reasonable assistance at indemnifier expense, and grant sole defense control. Indemnifiers cannot settle admitting fault without written Protected Party consent.

9.4 Changes to Product

If required by settlement or court order, Provider may: obtain continued usage rights; replace/modify components without materially reducing functionality; or terminate and issue prorated refunds.

9.5 Exclusions

Provider indemnification excludes Claims from unauthorized modifications, unauthorized use, non-Provider combinations, or outdated versions. Customer indemnification excludes Claims from unauthorized Customer Content use.

9.6 Exclusive Remedy

This Section 9 (Indemnification), together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.

10. Confidentiality

10.1 Non-Use and Non-Disclosure

Recipients must not use or disclose Discloser's Confidential Information except as authorized or needed to fulfill obligations. Recipients must protect information using at least the same protections applied to their own similar information, but no less than reasonable care standards.

10.2 Exclusions

Confidential Information excludes information: known before disclosure without confidentiality obligations; publicly available through no recipient fault; received from authorized third parties without confidentiality obligations; or independently developed.

10.3 Required Disclosures

Recipients may disclose if legally required, provided advance notice is given unless prohibited, and reasonable cooperation supports confidential treatment efforts at Discloser expense.

10.4 Permitted Disclosures

Recipients may disclose to Users, employees, advisors, contractors, and representatives with need-to-know, provided they are bound by equivalent confidentiality obligations and the Recipient remains responsible for compliance.

11. Reservation of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1, Provider retains all right, title, and interest in the Product. Except for limited rights in Sections 1.5 and 1.6, Customer retains all right, title, and interest in Customer Content.

12. General Terms

12.1 Entire Agreement

This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements about its subject. Provider rejects terms in purchase orders; Customer documentation terms apply only if expressly agreed in writing by authorized Provider representatives.

12.2 Modifications, Severability, and Waiver

Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. Invalid terms don't void remaining terms. Failure to enforce doesn't constitute waiver.

12.3 Governing Law and Chosen Courts

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 courts located in Delaware.

12.4 Injunctive Relief

Confidentiality breaches or intellectual property violations may warrant equitable relief including injunctions in competent courts without bond posting.

12.5 Non-Exhaustive Remedies

Seeking remedies doesn't limit other available remedies unless the Agreement provides exclusive remedies.

12.6 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. Exception: parties may assign upon notice during mergers, control changes, reorganizations, or substantial equity/business/asset sales.

12.7 Beta Products

If Provider gives Customer access to a Beta Product, the Beta Product is provided 'AS IS' and Section 6.3 does not apply. Beta Products are experimental and may be modified or removed without notice.

12.8 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.

12.9 Notices

Written notices sent to Notice Address are effective upon confirmed delivery (email, mail, personal) or two days after overnight commercial mailing.

12.10 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers.

12.11 No Third-Party Beneficiary

No third parties benefit from this Agreement.

12.12 Force Majeure

Parties aren't liable for delays from Force Majeure Events, except Customer's Fee obligations remain unexcused.

12.13 Export Controls

Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents not being a resident of Embargoed Countries, organized under their laws, designated on prohibited lists, or 50%+ owned by listed parties. Provider may terminate immediately to comply with export controls.

12.14 Government Rights

The Cloud Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). U.S. Government use is governed solely by Agreement terms.

12.15 Anti-Bribery

Parties won't violate laws prohibiting offering or receiving money/value to obtain or retain business, including FCPA and UK Bribery Act 2010.

12.16 Titles and Interpretation

Section titles are for convenience only. "Including" phrases are non-exhaustive. UN Convention and UCITA don't apply.

12.17 Signature

The Agreement may be signed in counterparts, including electronically, with each copy deemed an original.

13. Definitions

Contact Us

For any questions or concerns regarding these terms, you may contact us using the following details:

This Agreement is based on Common Paper's Cloud Service Agreement Version 2.1 (November 5, 2024). Learn more at commonpaper.com.