This Main Subscription Agreement (“MSA”) sets forth the terms and conditions pursuant to which Cloudinary grants its customers with a right to access and use its proprietary media management solutions (the “Services”). In this MSA, the term “Cloudinary” shall mean such Cloudinary entity that is party to the subscription order form incorporating this MSA (the “Order Form”), and the term “Customer” shall mean the party subscribing to the Services under the Order Form.

1. Provision of Services

1.1 Subject to the terms of this MSA and in consideration for the Fees set forth in the Order Form, Customer is hereby granted a non-exclusive, non-transferable limited right to access and use the Services on a hosted basis, solely for Customer’s business purposes and for use with websites and mobile applications, owned or operated by Customer and its Affiliates, all within the scope of use specified in the Order Form.
The term “Affiliate” as used herein means any entity that, directly or indirectly, controls, is controlled by, or is under common control with either party, where control may be by either management authority, contract, or equity interest.

1.2 Any associated, supplementary or additional Cloudinary products or services purchased by the Customer, and subscription renewals, shall be governed by the terms of this MSA.

1.3 Customer shall be responsible for all acts and omissions associated with the access and use of the Services through Customer’s account (whether by employees, agents, contractors, or any other third party), and Cloudinary is entitled to rely on any instruction or action taken within Customer’s account. Customer shall not, directly or indirectly, authorize or permit any third parties to access or use the Services. If Customer believes that its account credentials have been wrongly accessed, disclosed, or used, Customer must promptly notify Cloudinary and then provide reasonable information.

1.4 Cloudinary’s technical support services in connection with the Services, are as set forth in the Service Level Agreement (SLA).

2. Customer’s Content; Use of Services

2.1 All media files and other content uploaded, stored, managed, edited, delivered, distributed or otherwise made available by Customer through the Services (“Customer’s Content“) belong to the Customer and is the Customer’s responsibility. Customer represents that it owns or otherwise has all necessary rights in Customer’s Content, as may be uploaded to and used in connection with the Services.

2.2 Customer shall not access or use the Services in any manner or for any purpose that violates any applicable law and/or in order to develop a similar or competitive product or service to the Services. Without limiting the foregoing, Customer will not transmit, display, distribute or otherwise make available through the Services content that is illegal, harmful, obscene, pornographic, defamatory, libelous, abusive, harassing, threatening, fraudulent, infringes upon a third-party’s intellectual property or privacy rights, or may damage, interfere with, or expropriate the Services or any third party’s system or program.

2.3 Any third-party DMCA request that may be received by Cloudinary with respect to Customer’s Content, will be handled in accordance with Cloudinary’s DMCA Copyright Policy, which can be found at the following web page: http://cloudinary.com/dmca. Cloudinary will notify the Customer of any DMCA notice relating to Customer Content and cooperate with Customer in responding to it.

2.4 Cloudinary may, but is under no duty to, review Customer’s Content and remove or block access to such content via the Services, if Cloudinary, in its sole discretion, has reasonable grounds to believe or receives a notice from a third party, that such content may violate the restrictions set forth in Section 2.2, or otherwise jeopardize the security, integrity, or availability of the Services. Cloudinary will use reasonable efforts to provide Customer with a notice at least 48 hours prior to final removal of said content from the Services.

3. Confidentiality

3.1 As used in this MSA, “Confidential Information” shall mean any and all confidential, proprietary or other non-public information disclosed or made available by one party to the other, in any form or medium, including the terms set forth in any Order Form. Notwithstanding the foregoing, Confidential Information will not include information which (a) is or becomes available to the public through no breach of the receiving party; (b) was rightfully known without restriction on use or disclosure prior to such information being disclosed or made available to the receiving party; or (c) is received from a third party entitled to disclose such information without restriction.

3.2 Each party undertakes that it (a) shall not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this MSA; (b) shall not disclose or permit access to Confidential Information except to its employees, contractors, and agents who need to know it and have agreed in writing to keep it confidential under confidentiality obligations no less restrictive than those set forth herein; and (c) shall not disclose or permit access to Confidential Information and safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care.

3.3 If a party is compelled by applicable law to disclose any Confidential Information, then prior to such disclosure, such party shall (a) promptly, except to the extent prohibited by applicable law, notify the other in writing of such requirement; and (b) disclose only that portion of Confidential Information, which it is legally required to be disclosed.

4. Proprietary Rights

4.1 As between Cloudinary and Customer, all rights, title, and interest in Customer’s Content, including all intellectual property rights relating thereto, embodied thereby or incorporated therein, and including any derivatives of any kind, are the exclusive property of Customer and its licensors, and exclusive title to the foregoing shall remain with the Customer.

4.2 Except for Customer’s Content, which as between Cloudinary and Customer is solely owned by Customer, all right, title and interest in and to the Services, including all intellectual property rights relating thereto, embodied thereby or incorporated therein, are the exclusive property of Cloudinary and exclusive title to the foregoing shall at all times remain with Cloudinary, including if based on suggestions, ideas, requests, feedback, recommendations or other information provided by Customer. Customer grants Cloudinary and its affiliates permission to use Customer’s Content for the sole purposes of providing and supporting the Services, and for improving the Services, strictly on an aggregated and non-identifiable basis, for enhancing performance, accuracy and capabilities of the Services.

4.3 Customer shall not, directly or indirectly, (a) decompile, disassemble, decode, re-engineer, or reverse engineer the Services or any part thereof; (b) resell, transfer, assign, pledge, lease, rent, lend, distribute, publish, share, or otherwise make available the Services or any of its rights under this MSA to any third party; or (c) modify, remove, or obscure Cloudinary names, logos, trademarks, warranties, or disclaimers placed in or on the Services.

5. Data Protection & AI Services

5.1 Any data processed by Cloudinary with respect to Customer’s use of the Services, shall be done in compliance with and is subject to Cloudinary Data Processing Addendum, which can be found at the following web page: https://cloudinary.com/gdpr/dpa.

5.2 Cloudinary may provide artificial intelligence services or features as part of the Services, that enable Customer to generate outputs based on Customer’s inputs (the “AI Services”). Any AI Services are subject to the following AI Services terms.

5.3 Outputs generated by using AI Services will be deemed Customer’s Content. Customer acknowledges that outputs may not be fully accurate, complete, appropriate, or suitable for all purposes. Customer is responsible for reviewing and validating any such outputs prior to reliance and use of those outputs, and including any decisions or actions taken based on those outputs.

5.4 Cloudinary will not use Customer’s Content to train generative artificial intelligence models. Customer is deemed opted out of such use by default, and Cloudinary will only use Customer Content for training purposes where Customer has provided prior affirmative opt-in consent.

5.5 Cloudinary maintains an internal artificial intelligence governance program aligned with generally recognized industry frameworks, such as the NIST AI Risk Management Framework and ISO/IEC 42001, as may be updated from time to time.

6. Fees & Payments‌

6.1 Fees to purchase a subscription to use the Services, and/or any additional Cloudinary products, services or upgrades (“Fees”), shall be as stated in the applicable Order Form, and are subject to a 3% annual increase. All Fees are payable in accordance with the payment terms set out in the applicable Order Form.

6.2 If an invoiced amount is not received by Cloudinary by its due date, then, without derogating from any other remedies available to it, a late payment interest charge at a rate of 1.5% of the unpaid amount per month will be automatically added, or, if lower, the maximum rate permitted by applicable law, and Cloudinary shall be entitled to all reasonable expenses incurred (including reasonable attorneys’ fees) in connection with the collection of an overdue payment.

6.3 All Fees payable by the Customer, pursuant to any Order Form, are exclusive of all taxes, levies, local sales or use taxes, and similar assessments, and Customer is responsible for all applicable taxes, other than taxes imposed on Cloudinary’s income. All Fees will be payable in full without any setoff, recoupment, deduction, wire transfer fees, debit, or withholding.

7. Term and Termination

7.1 The Services shall be provided to Customer for the term specified in the Order Form (the “Subscription Term”). Except if otherwise agreed in the Order Form, the Subscription Term will renew for successive 1-year periods unless either party provides a written notice of non-renewal 30 days prior to the applicable subscription period.

7.2 Notwithstanding the aforesaid, this MSA and any then applicable Order Form, may be terminated by either party as follows:

(a) Upon written notice to the other party, if the other party materially breaches this MSA (including by failing to timely pay any Fees) and such breach (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides a notice of such breach. If required for security reasons, Cloudinary may disable and suspend Customer’s use of the Services during the notice period, provided that Cloudinary shall notify the Customer of such suspension as promptly as practicable.

(b) Effective immediately, if the other party is dissolved or liquidated or takes any corporate action for such purpose; becomes the subject of any voluntary or involuntary bankruptcy proceeding; makes or seeks to make a general assignment for the benefit of its creditors; or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. For the avoidance of doubt, receipt of notice under this Section 7.1(b) will result in an immediate deactivation of the Services.

7.3 Upon termination or expiration of the Subscription Term, Customer shall no longer be permitted to access or use the Services. In case of termination by Customer under Section 7.2(a) above, Cloudinary shall refund to Customer a proportionate amount of the prepaid basic subscription fee, with respect to the remaining portion of the Subscription Term following the effective date of termination. Except as expressly set forth in this agreement, termination of this MSA and any Order Form will not entitle Customer for any refund of Fees paid by Customer hereunder.

7.4 Termination or expiration of this MSA or any Order Form shall not affect the survival of any provision that, by its nature, would survive termination or expiration or is intended to come into force upon termination or expiration.

8. Limited Warranty

8.1 Each party represents and warrants that (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; and (b) it has the full right, power, and authority to enter into and perform its obligations under this MSA.

8.2 Cloudinary warrants that the Services shall operate in material compliance with its functional specifications as specified, from time to time, in the standard documentation made available by Cloudinary at https://cloudinary.com/documentation and in case of failure to so operate, Cloudinary shall use commercially reasonable efforts to remedy such failure, as soon as practicable, given the nature and effect of such failure.

8.3 EXCEPT FOR THE ABOVE EXPRESS WARRANTY, THE SERVICES ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND CLOUDINARY HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES FOR THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, QUALITY, LIKELY-RESULT, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE ACCESS TO AND USE OF THE SERVICES SHALL BE AT ALL TIMES COMPLETELY UNINTERRUPTED OR ERROR FREE.

9. Indemnification

9.1 Subject to this MSA, Cloudinary shall defend and will indemnify and hold Customer harmless against any third-party claims, suits, actions, or proceedings made or brought against Customer by a third party alleging that the Service infringe a registered patent, copyright or trademark of a third party or misappropriates such third party’s trade secrets (“Third-Party Claim”), with respect to all losses, damages, liabilities, costs (including reasonable attorneys’ fees) awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Cloudinary, in connection with such Third Party Claim (“Losses”), provided that Customer promptly notifies Cloudinary in writing of the Third Party Claim, reasonably cooperates with Cloudinary, at Cloudinary’s expense, in the defense and settlement of such Third Party Claim, and allows Cloudinary sole authority to control the defense and settlement of such Third Party Claim. The indemnified party may join in the defense of such claim with counsel of its choice, at its own expense. Cloudinary shall have no indemnification obligation for claims arising from Customer Content, the combination of the Services with any third-party’s services, hardware, technology, or business processes not provided by Cloudinary, where the alleged infringement arises from such combination, or use of the Services by Customer other than in accordance with this MSA.

9.2 If such a claim is made, Customer agrees to permit Cloudinary, at Cloudinary’s sole expense and in addition to its indemnification obligations, to (a) modify or replace the Services, or component or part thereof, to make it non-infringing; or (b) obtain the right for Customer to continue use of the Services. If neither of these alternatives are commercially reasonable, Cloudinary may terminate this MSA, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, provided that Cloudinary shall refund or credit to Customer all prepaid, unused fees Customer paid in respect of the Services applicable to the remaining portion of the term following the effective date of termination. This Section states Cloudinary’s entire liability and Customer’s exclusive remedy for any claim of intellectual property infringement.

9.3 Subject to this MSA, Customer shall defend Cloudinary, at Customer’s expense, against any third-party claims made or brought against Cloudinary due to Customer’s Content, or Customer’s use of the Services in violation of this MSA. Customer shall indemnify and hold Cloudinary harmless against all Losses awarded against Cloudinary by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Customer, in connection with such third-party claims, provided that Cloudinary promptly notifies Customer in writing of the third party-claim, reasonably cooperates with Customer, at Customer’s expense, in the defense and settlement of such Third-Party Claim, and allows Customer the authority to control the defense and settlement of such Third-Party Claim. The indemnified party may join in the defense of such claim with counsel of its choice, at its own expense.

10. Limitation of Liability

10.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY, UNDER ANY CIRCUMSTANCES, SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, COSTS, EXPENSES AND PAYMENTS, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST REVENUE, GOODWILL, OR REPUTATION, ARISING OUT OF THE USE OF THE SERVICES, HOWEVER CAUSED, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS MSA EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY CLOUDINARY FROM THE CUSTOMER DURING THE TWELVE (12) MONTHS BEFORE THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

10.3 THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. Miscellaneous

11.1 Governing Law & Jurisdiction. This MSA shall be governed by the following laws, without giving effect to the principles of conflict of laws: for Order Forms executed with Cloudinary Inc., this MSA shall be governed by the laws of the State of California, and the courts in the Santa Clara County, California, shall have exclusive jurisdiction over any matter arising in connection with this MSA. For Order Forms executed with Cloudinary Ltd. or Cloudinary UK Ltd., this MSA shall be governed by the laws of England and Wales, and the courts in London, England, shall have exclusive jurisdiction over any matter arising in connection with this MSA.

11.2 Assignment. This MSA may not be assigned by either party, without the prior written consent of the other party and any assignment without such prior written consent will be void, provided that either party may assign its rights and obligations herein to an Affiliate and/or in connection with a merger, consolidation, or sale of all or substantially all of its assets. The provisions of this MSA shall be binding upon and shall inure to the benefit of each party successors and assigns.

11.3 Force Majeure. Neither party shall be liable for any failure to perform its obligations to the extent such failure is a result of event or circumstance beyond such party’s reasonable control, including without limitation, acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), pandemics, government sanctions, labor disturbance, war, or terrorist activities.

11.4 Third-Party Add-Ons. Customer, at its sole discretion, may choose to subscribe to third-party add-ons that integrate with, or complement, the Services, such as those add-ons published on https://cloudinary.com/addons. Customer understands that such add-ons are owned and operated by the applicable third parties, may be subject to separate terms of service and policies of such third parties, and that Cloudinary shall not be responsible or liable for such add-ons and/or Customer’s use thereof.

11.5 Beta Services. Cloudinary may offer from time to time, at its sole discretion, products, or features available to Customer on a trial, beta, early access, or similar basis (“Beta Services”). Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that it has the right, in its sole discretion, to elect whether to use any Beta Services, and that (a) Cloudinary provides Beta Services on an “as-is” basis, (b) Beta Services may be changed at any time, including in a manner that reduces their functionality, (c) Beta Services may not be supported under the same support level as the Services, and not subject to the same security obligations or audits as the Services, and (d)  Cloudinary will have no liability arising out of or in connection with Beta Services.

11.6 Professional Services. Any professional services provided by Cloudinary to the Customer in connection to the Services, such as onboarding, migration, integration, training, or consultation (“Professional Services”), shall be performed in accordance with Cloudinary’s Statement of Work (SOW), and will be subject to the scope specified in the applicable Professional Services package.

11.7 Changes. This MSA may not be amended or modified, except by the written consent of both parties hereto. No failure or delay on the part of any party hereto in exercising any right, power or remedy shall operate as a waiver thereof. If any provision of this MSA is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of the remaining portions shall not be affected.

11.8 Complete Agreement. This MSA, together with the applicable Order Form(s), constitutes the entire understanding between the parties and supersedes all prior discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any preprinted terms on any Customer ordering documents or any representations, undertakings or terms referenced or linked therein will have no effect on the terms of this MSA, will not be binding in any way and are hereby rejected, including if access to or registration to a Customer’s vendors portal or billing system requires affirmative acceptance of such terms and/or where such Customer ordering document is signed by Cloudinary.

11.9 Notices. Any notice under this MSA shall be in writing and shall be deemed sufficient upon delivery to the address listed in the Order Form when delivered personally or sent by email, or within five (5) days after being deposited in the mail as certified or registered mail with postage prepaid.

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Service Level Agreement (SLA)

The subject matter of this SLA is to ensure the provision of support and maintenance services by Cloudinary and the availability of the Service, as further described herein.

1. Support Offering

Cloudinary’s “Business Hours” and “Business Days” are Monday through Friday, 8:00 AM to 6:00 PM, WET or PST, as applicable to the Customer’s location, excluding public holidays.

Response Times shall mean maximum time to first reply. The above Response Times apply when the support request is submitted by a Customer’s registered Cloudinary user, via Cloudinary support center at: https://support.cloudinary.com/hc/en-us/requests/new

• Priority 1: Complete loss of the services or a significant feature that is completely unavailable, and no workaround exists, in a production environment.
• Priority 2: Intermittent issues and reduced quality of the services in production environment.
• Priority 3: Product and service questions, feature requests, and issues in development or staging environments.

2. Services Availability

2.1 Cloudinary provides for Services Uptime of 99.9%. In this SLA, “Uptime” shall mean the percentage of time that Cloudinary’s management console and Cloudinary’s API services are available for access, as measured by Cloudinary and can be seen on the Service’s online status dashboard.

For the avoidance of doubt, Services availability is unrelated to the user experience of Customer’s website visitors. Availability measured under this SLA is for Cloudinary’s platform and its management functions, such as uploading assets and performing transformations. Image delivery on Customer’s websites and applications is provided through a multi-CDN infrastructure which operates independently of Cloudinary’s Services availability.

2.2 As Customer’s sole and exclusive remedy for any failure to meet the Services availability commitment, if Uptime for any calendar month falls below 99.6% (a “Downtime Event”), Customer will be eligible for a three-day extension of the applicable Subscription Term per each month in which a Downtime Event occurs, representing a value of up to 10% of the applicable monthly subscription fee (a “Service Credit”). To receive a Service Credit, Customer should submit a request by sending an e-mail message to: support@cloudinary.com within ten (10) days of the end of the subscription month with respect to which Customer claims the Service Credit. The request must include supporting documentation, such as log files showing the non-availability of the Service.

2.3 A Service Credit will not be awarded in the following circumstances: (a) circumstances beyond Cloudinary’s reasonable control, including but not limited to network issues outside of Cloudinary’s control (including DNS and connectivity problems), interruption of telecommunications, failure of third-party software or services, or Force Majeure; (b) acts or omissions by Customer or its users in breach of operating instructions; (c) downtime for maintenance that has been advised to Customer at least 72 hours in advance; and (d) downtime resulting from individual periods of non-availability lasting less than five minutes.

Information on Cloudinary’s Support and Success Plans is available here: http://cloudinary.com/pricing/customer-success

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AI Services Terms

Cloudinary provides certain Services to Customer under the MSA. The performance of the Services involves the use of artificial intelligence tools, which may be developed by Cloudinary or sourced by Cloudinary from a third-party provider. These AI Services Terms outline the terms and conditions that govern the responsible use of artificial intelligence tools provided by or used by Cloudinary in connection with the provision of Services.

1. Definitions.

Unless otherwise defined herein, all capitalized terms have the meanings ascribed to them in the MSA.

1.1 “AI Service” means an artificial intelligence service or features that Cloudinary provides to the Customer as part of a Services.

1.2 “AI Tools” means an artificial intelligence service or features that Cloudinary obtains from a third-party provider in order to develop, perform or enhance any component of the Services.

1.3 “Generative AI Model” means a model that uses generative artificial intelligence technology (e.g., large language models, diffusion models, etc.) to generate Output.

1.4 “Output” means the content generated and returned to Customer or a user by an AI Service based on Prompts (e.g. text, images, audio, video, and/or code created in response to user’s input).

1.5 “Prompt” means information, data, instructions, or other input submitted by or on behalf of Customer or a user to an AI Service for the purpose of requesting Output.

2. AI Service

2.1 The terms of this Addendum apply to AI Services and AI Tools. AI Service shall be deemed as a Service as defined in the MSA and is subject to the terms and conditions of the MSA and any applicable Order Form.

2.2 Cloudinary shall reasonably cooperate with Customer to respond to Customer’s AI governance and due diligence assessment process (“AI Assessment”) to allow Customer to assess Cloudinary’s AI policies, procedures, controls, and governance. Customer may conduct reasonable follow-up inquiries in connection with the AI Assessment and Cloudinary will provide reasonable timely answers.

3. Responsible AI Practice

3.1 Cloudinary shall implement and maintain policies for the ethical and responsible provision of AI Services and use of AI Tools. Cloudinary shall work to ensure that its policies promote transparency, mitigate bias, implement human oversight, and support fairness and accountability for its AI Services and use of AI Tools. Cloudinary’s artificial intelligence governance policy is available at: https://cloudinary.com/trust

3.2 Cloudinary will use commercially reasonable efforts to develop and maintain its AI Systems used to provide the AI Services to Customer in a manner designed to mitigate unintended bias and discrimination in the Output.

3.3 Cloudinary shall align its artificial intelligence governance with guiding principles from industry recognized frameworks such as the NIST AI Risk Management Framework or ISO/IEC 42001.

4. Customer Data; Data Protection and Processing

4.1 Each party’s rights and obligations in the MSA with respect to the protection of Customer Content, personally identifiable information, or other data will apply to the AI Services, Prompt and Output, including with respect to requests of data subjects.

4.2 Cloudinary will not use Customer Content to train any Generative AI Model, unless Customer provides affirmative opt-in consent.

5. Legal Compliance and Regulatory Requests

5.1 Cloudinary shall comply with the laws and government regulations applicable to Cloudinary’s provision of the AI Services and use of the AI Tools, including data privacy, data protection, and artificial intelligence laws and regulations.

5.2 Cloudinary shall not provide the AI Services to Customer in a manner that is designed to, or knowingly likely to, generate content that infringes any third-party intellectual property rights. Cloudinary shall conduct reasonable due diligence to ensure compliance with this provision.

5.3 To the extent required by laws, and upon prior written notice and subject to obligations of confidentiality, Customer may request information reasonably available to Cloudinary to assist Customer in responding to disclosures regarding the AI Services, including (1) with respect to the transparency and explainability of AI Systems developed by Cloudinary and (2) documentation regarding model version and known limitations associated with the AI Service used to generate Output; provided that the disclosures above shall be limited to what is strictly required by applicable law or regulation.

5.4 Given the rapidly evolving nature of generative artificial intelligence, Customer acknowledges and confirms that use of the AI Services may result in Output which may be similar across users, may not be complete or accurate, and should be evaluated and reviewed prior to any use. Customer acknowledges and agrees that: (i) it is solely responsible for its use of the AI Services and for evaluation of the accuracy of any Output, including without limitation, by using professional and experienced human review of the Output before relying on any Output or executing any action included in, related to or recommended by the AI Services; Customer shall not rely on Cloudinary to conduct such independent evaluation; (ii) Customer is solely responsible for ensuring that any Output incorporated into its intellectual property or used by Customer complies with third-party intellectual property rights; and (iii) the AI Services are not designed for or intended to be used as a substitute for Customer’s own compliance with applicable laws or regulatory obligations.

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Professional Services

Cloudinary will provide dedicated support and resources to onboard Customer to the Cloudinary’s platform and/or provide professional services and consultation relating to implementation, integrations, advanced workflows, training and other related matters, all in accordance with the terms, scope and estimated timeframes of the Professional Services package set forth in the applicable Order Form and this Statement of Work (SOW).

Upon execution of the applicable Order Form, Cloudinary will assign a Professional Services Manager to provide the Professional Services, engage with Customer’s team, and execute the prescribed activities within the estimated timeline.

Any activities not expressly stated in this SOW or the applicable Order Form are out of scope. If requested by the Customer, an adjustment of the scope may be facilitated through a written change request and may result in additional fees.

1. Assumptions & Standards

1.1 Customer will maintain a valid Cloudinary subscription for the duration of any project requiring Professional Services.

1.2 All Professional Services will be performed remotely. Cloudinary will not perform services at Customer’s premises, unless otherwise agreed to in writing.

1.3 Professional Services will generally be performed during regular business hours, Monday through Friday, 8:00 AM to 6:00 PM, WET or PST, , as applicable to the Customer’s location, excluding public holidays.

1.4 Unless explicitly stated in a custom SOW, Professional Services under this SOW are advisory and consultative in nature and do not include operational execution, such as direct configuration, software development and customization.

1.5 All Professional Services are delivered in a “do-it-with-you” (DIWY) model, whereby Cloudinary will consult with Customer’s implementation team to design the target-state workflow and will guide it on how to perform the necessary configurations. For the avoidance of any doubt, direct configuration of Cloudinary’s platform will only be performed to the extent necessary to demonstrate to the Customer configuration requirements.

1.6 All services under this SOW will be performed on a commercially reasonable effort basis.

2. Cloudinary Responsibilities

2.1 Cloudinary will assign Professional Services personnel with the qualifications, expertise and knowledge reasonably necessary to fulfill Cloudinary’s obligations under this SOW.

2.2 Cloudinary will work with Customer to understand its requirements and business objectives and advise Customer on how to effectively address its use cases.

2.3 Cloudinary will create and maintain a project plan and timeline, maintain regular communication with Customer’s team regarding project progress, risks and dependencies, and communicate any material changes to project timelines or milestones.

3. Customer Responsibilities

3.1 Customer will effectively communicate the business objectives and requirements necessary to complete the engagement and will ensure the availability of relevant personnel to actively participate in scheduled project meetings and activities.

3.2 Customer will provide complete and up-to-date information, documentation, system access and other materials reasonably required for Cloudinary to perform the Professional Services.

3.3 Customer will designate a primary point of contact for each project and will provide all required decisions, approvals and feedback in a timely manner. Delays in Customer responses may impact the agreed project timeline.

4. Onboarding Packages & Integrations

4.1 Customer will have up to six (6) months from execution of an Order Form to use the services under a Professional Services package.

4.2 Customer acknowledges that timelines and specifications are subject to reasonable variation depending on Customer’s readiness, cooperation and needs.

4.3 Customer is responsible for the completeness and accuracy of its migration manifest and associated metadata (including the data cleansing, transformation and mapping). Changes to the migration manifest after migration planning has been completed may result in additional fees.

4.4 Successful integration with third-party systems is contingent upon the timely receipt of necessary access, information and support from the applicable third party.

4.5 Premium integrations or custom development of any integration with third-party software, systems or tools, are outside the scope of this SOW and require execution of a custom SOW.