Terms of Service

1.1 Agreement

These Terms of Service (the "Terms") govern access to and use of the sdrcloud.ai website, the SDRCloud Platform, and related online services (together, the "Platform") operated by SDRCloud, Inc., a Delaware corporation ("SDRCloud," "we," "us," "our"). By visiting the website, creating an account, or activating a subscription, you ("Client," "you," "your") agree to these Terms, our Privacy Policy, and the policies incorporated under Section 22. If you act for an entity, you represent that you have authority to bind it, and "you" means that entity. If you do not agree, do not access or use the Platform. Notices may be given by email or by posting on the Platform; electronic communications satisfy any writing requirement.

1.2 Users

The Platform is for business use by persons 18 or older. It serves: (a) visitors, who browse sdrcloud.ai without an account; (b) Certified Partners, who operate under a Certified Partner Agreement through the Partner Portal at sdrcloud.ai/partners; and (c) Clients, who subscribe under these Terms or under a separately executed Master Subscription Agreement ("MSA"). We do not knowingly collect information from individuals under 13; report any such collection to legal@sdrcloud.ai.

1.3 Order of Precedence

If documents conflict, the order of precedence is: (1) an executed MSA or Order Form; (2) these Terms; (3) the policies incorporated by reference. Enterprise pricing and any service-level commitments are set out only in an Order Form or MSA.

3.1 Nature of the Platform

SDRCloud is a software platform only. It provides AI-powered Agents that operate like human Sales Development Representatives — executing outbound workflows, maintaining sending guardrails, and managing cadences — without constituting a managed service. The Platform includes the Asset Factory (1:1 landing pages and videos), the Logic Studio (sequence building), the outbound engine, and HITL oversight. SDRCloud does not employ, direct, or supervise personnel on your behalf. The Platform comprises the features described in this Section and the Documentation; features not described are not included.

3.2 License

Subject to these Terms and payment of fees, SDRCloud grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Subscription Term for your internal business purposes.

3.3 Agent Capacity Packs

Platform access is sold in Agent Capacity Packs. Each pack provides 2,500 Credits per billing cycle at the standard rate of $995 per month. You must maintain at least one pack during an active subscription. Enterprise terms are documented in an Order Form.

3.4 Availability, Support and Changes

The Platform is hosted on Google Cloud. SDRCloud will use commercially reasonable efforts to maintain availability and to respond to support requests submitted through [support channel — Emma to confirm]; maintenance windows and outages may occur, and SDRCloud is not liable for interruptions beyond its reasonable control. SDRCloud may modify, suspend, or discontinue any part of the Platform. If a change materially reduces core functionality during a paid billing cycle, you may terminate on notice and receive a pro-rata refund of prepaid, unused fees for the remainder of that cycle, as your sole remedy and the sole exception to Section 10.6.

3.5 Beta Features

Features identified as beta, early access, or preview — including custom CNAME configuration before general availability — are provided as-is, may change or be withdrawn at any time, and are excluded from any availability or support commitment.

3.6 Restrictions

You may not: (a) sublicense, resell, or transfer access except under Section 12; (b) reverse-engineer, decompile, or scrape the Platform; (c) use the Platform or Output to develop, train, or improve a competing product; (d) share credentials or permit unauthorized access — you must provide accurate and complete registration information, safeguard your credentials, and you are responsible for all activity under your account; or (e) use the Platform in violation of law or these Terms.

4.1 Permitted Use

The Platform may be used only for lawful B2B outbound sales and marketing. You are solely responsible for compliance with applicable law and with the terms of any email or communication provider used in your campaigns.

4.2 Prohibited Uses

You must not use the Platform to:

• •Send spam or communications that violate CAN-SPAM, CASL, TCPA, GDPR, or any other applicable anti-spam, telecommunications, or privacy law
• •Conduct phishing, impersonation, or any deceptive or fraudulent communication
• •Violate the terms of any email service provider, including Google Workspace or Microsoft 365
• •Process Prospect Data obtained unlawfully or without a lawful basis
• •Send content that is illegal, defamatory, harassing, or hateful
• •Introduce malicious code or circumvent any technical or policy safeguard, including sending guardrails
• •Upload protected health information, payment card data, or other special categories of personal data, which the Platform is not designed to process

4.3 Sending Guardrails

Sending parameters (daily volume, prospect pool size, touchpoint frequency) are configured per campaign. Defaults mirror the output of a productive human SDR (for example, one Agent / 500 prospects / 50 touchpoints per day). Guardrail configuration is your responsibility; misconfiguration gives rise to no claim against SDRCloud.

4.4 Suspension

SDRCloud may suspend your account immediately, without prior notice or liability, on: (a) payment failure; (b) sending behavior that triggers spam thresholds, provider abuse flags, or platform-level deliverability risk; or (c) violation of this Section 4. SDRCloud will use commercially reasonable efforts to notify you after suspension.

5.1 Client-Owned Domains

Agents send exclusively from your own domains and Gmail accounts; you authorize access to your sending infrastructure, and Agents operate within it. SDRCloud does not own or operate sending domains on your behalf.

5.2 Authentication

As a condition of campaign activation, all sending domains must carry valid SPF, DKIM, and DMARC records. SDRCloud may provide onboarding guidance; setup and maintenance remain your responsibility.

5.3 Opt-Outs and Suppression

You must honor all opt-out, unsubscribe, and do-not-contact requests promptly and as required by law, maintain accurate suppression lists in the Platform, identify the sender accurately, and include any legally required recipient disclosures.

5.4 No Deliverability or Results Guarantee

You own your domains and are solely responsible for their reputation. SDRCloud is not liable for reputation damage, blacklisting, or deliverability degradation arising from your sending behavior, list quality, or content, and does not guarantee inbox placement, open or reply rates, meetings, pipeline, or revenue.

5.5 Asset Hosting

Asset Factory landing pages are hosted on an SDRCloud subdomain by default; custom CNAME configuration is subject to Section 3.5.

7.1 Ownership and License

You retain all right, title, and interest in Client Data. SDRCloud acquires no ownership interest in it and will not sell Client Data or disclose it to third parties except to Sub-processors as necessary to provide the Platform or as required by law. You grant SDRCloud a limited, non-exclusive license to host, process, and use Client Data solely to provide the Platform to you.

7.2 No Cross-Tenant Training

AI training and inference are containerized within your account. SDRCloud will not: (a) use Client Data to train, fine-tune, or improve any AI or machine-learning model shared with or accessible by any other client or third party; or (b) commingle Client Data with any other client's data.

7.3 Usage Metadata

SDRCloud may use Usage Metadata solely to improve Platform performance and reliability.

7.4 Export and Deletion

For thirty (30) days after cancellation or termination, Client Data remains available for export in a standard, machine-readable format. Thereafter SDRCloud will delete Client Data from production systems, except as law requires retention. Account and billing records are retained as required by financial and tax regulations, typically seven (7) years.

8.1 Security

SDRCloud implements commercially reasonable technical and organizational measures to protect Client Data against unauthorized access, alteration, disclosure, and destruction — including encryption in transit (TLS 1.3) and at rest (AES-256), role-based access controls, multi-factor authentication, and automated backups — as further described on the Security & Trust page at sdrcloud.ai. Suspected vulnerabilities may be reported to security@sdrcloud.ai.

8.2 Processing Roles

Where SDRCloud processes personal data on your behalf under applicable data protection law (including the GDPR and the California Consumer Privacy Act, as amended), the terms of this Section 8 apply as the parties' data processing terms: you are the controller; SDRCloud is the processor acting on your documented instructions; and you warrant a lawful basis for all personal data you provide. Personal data handling is further described in the SDRCloud Privacy Policy at sdrcloud.ai/privacy. Privacy inquiries and data-subject requests: privacy@sdrcloud.ai.

8.3 Sub-processors

SDRCloud uses Sub-processors including Google Cloud (hosting), Nylas (inbox synchronization), Resend (transactional email), Convex (data infrastructure), Stripe (payments), and OpenAI and Anthropic (AI content generation and reasoning). The authoritative, current list — with each Sub-processor's role — is the SDRCloud Subprocessor Disclosure at sdrcloud.ai, and SDRCloud will give at least thirty (30) days' notice of material changes where reasonably practicable.

8.4 Transfers, Data Subject Requests and Incidents

Transfers of Client Data from the EEA or UK to countries without adequate protection are made under the European Commission's Standard Contractual Clauses or another lawful mechanism. SDRCloud will promptly notify you of data subject requests it receives and cooperate at your cost, and will notify you without undue delay — and within seventy-two (72) hours where law requires — of any confirmed security breach involving Client Data.

8.5 Website Visitors

Technical information collected from visitors to sdrcloud.ai (IP address, browser type, usage patterns) is described in the Privacy Policy and Cookie Policy at sdrcloud.ai.

10.1 Credit Consumption

Compute-heavy tasks — 1:1 video generation and High-Value Offer (HVO) content generation — consume a fixed Credit amount per asset. Agent reasoning and messaging — processing cycles, lead enrichment, sequence execution, and message sends — consume micro-credits per Agent tick and per lead. SDRCloud may update the consumption schedule on thirty (30) days' notice.

10.2 Credit Expiry

Unused Credits roll over for exactly one (1) additional billing cycle (60-day total expiry from allocation) and are then forfeited without refund.

10.3 Billing and Renewal

Subscriptions are billed in advance, monthly (or annually where offered), and renew automatically each billing cycle until cancelled. Payments are processed by Stripe; SDRCloud does not store payment card data. Overage beyond allocated Credits is billed pay-as-you-go at the rate disclosed in the Platform. SDRCloud may change fees or introduce new charges on at least thirty (30) days' notice, effective at your next billing cycle.

10.4 Disputes, Late Payment and Taxes

Billing disputes must be raised within sixty (60) days of the first statement showing the error. Unpaid amounts may accrue interest at the lower of 1.5% per month or the lawful maximum, plus reasonable collection costs, and may result in suspension. Fees exclude taxes; you are responsible for all taxes other than taxes on SDRCloud's income.

10.5 Cancellation

You may cancel at any time through the Platform. To avoid the next cycle's charge, cancel before that cycle begins. On cancellation, access — including generated assets, landing pages, videos, sequences, and campaign data — ends at the close of the current billing period, subject to the export and deletion rights in Section 7.4.

10.6 No Refunds

Except under Section 3.4 or as required by law, all fees are non-refundable once paid, reflecting AI compute costs incurred on activation. There are no pro-rata refunds for partial months, unused Credits, or early termination.

16.1 By You

You will defend, indemnify, and hold harmless SDRCloud and its officers, directors, employees, and agents against claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform in violation of these Terms or law; (b) Client Data or Prospect Data, including claims of collection or use without consent; (c) your outbound communications, including spam or unlawful-communication claims; or (d) your breach of any representation or warranty.

16.2 By SDRCloud

SDRCloud will defend, indemnify, and hold you harmless against third-party claims that the Platform, as provided and used in accordance with these Terms, infringes a United States patent, copyright, trademark, or trade secret, provided you give prompt notice, sole control of the defense, and reasonable assistance at SDRCloud's expense. SDRCloud may, at its option, procure rights, modify the Platform to be non-infringing, or terminate the affected service and refund prepaid unused fees.

Entire Agreement

These Terms, with any Order Form, MSA, Certified Partner Agreement, or executed addenda, are the entire agreement on their subject matter and supersede prior agreements.

Severability; Waiver

Invalid provisions are severed; the remainder stands. Non-enforcement is not waiver.

Assignment

You may not assign without SDRCloud's prior written consent. SDRCloud may assign in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure

Neither party is liable for failure caused by events beyond its reasonable control, including acts of God, war, internet outages, or third-party provider actions.

Independent Contractors

The parties are independent contractors; these Terms create no employment, agency, joint venture, or partnership.

Notices

Legal notices go to SDRCloud at legal@sdrcloud.ai, [registered address — Emma to confirm; the website Privacy Policy lists 123 Market Street, Suite 400, San Francisco, CA 94103], and to you at your account email, effective on confirmed receipt.