CloudDelta LLC — Version: March 24, 2026
As used in this Agreement, the following terms have the meanings set forth below:
1.1 "Software" means the CloudDelta Backup desktop application, including all components, modules, updates, upgrades, patches, and related documentation provided by CloudDelta under this Agreement.
1.2 "Subscription" means the paid annual access plan under which Licensee is authorized to use the Software, as set forth on CloudDelta's then-current pricing page or order confirmation.
1.3 "Subscription Term" means the twelve (12) month period for which Licensee has paid and is authorized to use the Software, beginning on the activation date and renewing as provided in Section 5.
1.4 "Competitor" means any individual, company, partnership, joint venture, or other entity that develops, markets, sells, licenses, distributes, or offers any software product or service designed to back up, archive, export, replicate, or otherwise preserve document management system data or content, including but not limited to Laserfiche, Inc. and its subsidiaries, affiliates, successors, and assigns.
1.5 "Third-Party Platform" means any external software platform, cloud service, API, or system with which the Software is designed to interface, including but not limited to the Laserfiche Cloud document management platform.
1.6 "Licensee Data" means any documents, files, metadata, or other content owned by Licensee that is processed, accessed, or backed up by the Software at Licensee's direction.
2.1 Limited License. Subject to the terms of this Agreement and timely payment of all applicable Subscription fees, CloudDelta grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for Licensee's own internal business purposes in accordance with the Software's documentation during the applicable Subscription Term.
2.2 Reservation of Rights. CloudDelta reserves all rights, including intellectual property rights, not expressly granted in this Agreement. No title to or ownership of the Software is transferred to Licensee. The Software is licensed, not sold. Nothing in this Agreement transfers or conveys to Licensee any ownership interest in the Software or any intellectual property rights therein. The Software, including all copies thereof, and all intellectual property rights therein, are and shall remain the exclusive property of CloudDelta LLC. The Software is protected by copyright law of the United States and other jurisdictions, international copyright treaties, and other applicable intellectual property laws.
Any feedback, suggestions, or ideas provided by Licensee regarding the Software may be used by CloudDelta without obligation, compensation, or attribution to Licensee.
Licensee shall NOT, and shall not permit any third party to:
THE SOFTWARE MAY NOT BE USED BY, LICENSED TO, OR MADE ACCESSIBLE TO ANY COMPETITOR, AS DEFINED IN SECTION 1.4. This prohibition applies regardless of the purpose for which a Competitor seeks to use the Software, including but not limited to evaluation, testing, benchmarking, research, or internal use.
Without limiting the foregoing, Laserfiche, Inc., its subsidiaries, affiliates, employees, contractors, agents, and any entity acting on its behalf are expressly prohibited from obtaining a license, installing, accessing, or using the Software in any capacity, for any purpose, without the prior written consent of CloudDelta LLC. In the event of such any use, reproduction, copying, modification, or exploitation of the Software by any Competitor, CloudDelta shall be entitled to all available remedies at law and in equity, including without limitation, compensatory damages, exemplary damages where permitted by law, and injunctive or other equitable relief to prevent further unauthorized use. You acknowledge and agree that any such unauthorized use by a Competitor would cause irreparable harm to CloudDelta for which monetary damages alone would be an inadequate remedy, and that CloudDelta shall be entitled to immediate injunctive and other equitable relief without the requirement to post bond, to the fullest extent permitted by law.
Any purported license obtained by a Competitor — whether directly or indirectly, through a third party, affiliate, or agent — is void ab initio. CloudDelta reserves the right to immediately terminate any Subscription upon discovery that the Licensee is or has become a Competitor, without refund and without liability.
5.1 Subscription Fees. Use of the Software requires payment of the applicable annual Subscription fee as set forth in CloudDelta's then-current pricing schedule. All fees are quoted in U.S. dollars and are non-refundable except as expressly stated herein or required by applicable law.
5.2 Annual Billing. Subscriptions are billed in advance for each twelve (12) month Subscription Term.
5.3 Auto-Renewal. SUBSCRIPTIONS AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR AN ADDITIONAL SUBSCRIPTION TERM AT THE THEN-CURRENT ANNUAL SUBSCRIPTION RATE, UNLESS LICENSEE CANCELS IN ACCORDANCE WITH SECTION 5.4. RENEWAL CHARGES WILL BE BILLED TO THE PAYMENT METHOD ON FILE WITHOUT FURTHER NOTICE UNLESS LICENSEE CANCELS PRIOR TO THE RENEWAL DATE.
5.4 Cancellation. Licensee may cancel auto-renewal at any time by contacting CloudDelta support at least five (5) business days prior to the end of the then-current Subscription Term. Cancellation takes effect at the end of the current Subscription Term. No refund is provided for any unused portion of a prepaid Subscription Term following cancellation.
5.5 Price Changes. CloudDelta reserves the right to change Subscription pricing at any time. Price changes will be communicated to Licensee with at least thirty (30) days' notice prior to the next renewal date. Continued use of the Software following the renewal date constitutes acceptance of the new pricing.
5.6 Taxes. Licensee is responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with Licensee's purchase, excluding taxes based on CloudDelta's net income.
6.1 Dependency on Third-Party Platforms and Materials. The Software operates by interfacing with Third-Party Platforms, including the Laserfiche Cloud document management platform, using methods, application programming interfaces ("APIs"), and architectural approaches that are determined solely by those third parties. CloudDelta has no affiliation with, control over, or advance notice of changes made by any Third-Party Platform provider and shall not be responsible for any such changes.
The Software may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that CloudDelta is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. CloudDelta does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Any Third-Party Materials and links thereto provided by the Software are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
6.2 Platform Changes. Third-Party Platform providers, including Laserfiche, Inc., may at any time and without prior notice to CloudDelta or Licensee modify, restrict, deprecate, or discontinue the APIs, interfaces, data access methods, authentication mechanisms, or underlying architecture upon which the Software depends. Any such change may temporarily or permanently impair, degrade, or disable some or all functionality of the Software.
6.3 Best Efforts to Restore. In the event that a Third-Party Platform change causes a disruption to Software functionality, CloudDelta will use commercially reasonable best efforts to investigate the cause and develop and release an update or workaround in a timely manner. However, CloudDelta makes no representation, warranty, or guarantee that: any such update or fix will be technically feasible; any particular timeline for restoration of functionality can be committed to; or that full functionality can be restored if the Third-Party Platform has restricted or eliminated the access methods upon which the Software depends.
6.4 No Liability for Third-Party Platform Changes. CLOUDDELTA SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, INTERRUPTION OF SERVICE, OR INABILITY TO ACCESS OR BACK UP LICENSEE DATA RESULTING FROM CHANGES MADE BY ANY THIRD-PARTY PLATFORM PROVIDER. SUBSCRIPTION FEES ARE NOT SUBJECT TO REFUND OR CREDIT ON ACCOUNT OF ANY SUCH DISRUPTION, EXCEPT AT CLOUDDELTA'S SOLE DISCRETION.
6.5 No Affiliation. CloudDelta LLC is not affiliated with, endorsed by, or in any way connected to Laserfiche, Inc. or any other Third-Party Platform provider. LASERFICHE is a registered trademark of Laserfiche, Inc. References to "Laserfiche" in this Agreement or in CloudDelta's marketing materials are for descriptive purposes only and reflect CloudDelta's good-faith understanding of publicly available information.
6.6 On-Premises Deployment. The Software is designed to be installed, configured, and operated entirely on Licensee's own hardware and infrastructure ("on-premises"). All backup data created by the Software is stored exclusively on Licensee's infrastructure. CloudDelta does not host, receive, store, access, or retain any Licensee Data at any time.
7.1 Installation and Configuration. Licensee is solely responsible for the installation, configuration, integration, and ongoing management of the Software within Licensee's own IT environment. CloudDelta does not provide installation, configuration, or managed services as part of the Subscription unless separately contracted in writing.
7.2 Hardware and Infrastructure. Licensee is solely responsible for providing and maintaining all hardware, operating systems, network connectivity, storage capacity, and other infrastructure necessary to install and operate the Software and to store backup data generated by the Software.
7.3 Data Backup and Verification. While the Software is designed to facilitate backup of Licensee Data, Licensee is solely responsible for: (a) verifying that backups have been completed successfully; (b) confirming the integrity and completeness of backed-up data; (c) maintaining sufficient storage for all backup data; and (d) implementing any additional redundancy or disaster recovery measures required by Licensee's regulatory or business obligations.
7.4 Compliance. Licensee is solely responsible for ensuring that its use of the Software complies with all applicable laws, regulations, and industry standards, including but not limited to any applicable records retention requirements, data privacy obligations, and regulatory mandates governing Licensee's industry or use of the Software.
7.5 Account Security. Licensee is responsible for maintaining the security and confidentiality of all credentials used to access the Software and any connected Third-Party Platform accounts. Licensee shall promptly (within 48 hours) notify CloudDelta of any unauthorized use or security breach.
7.6 No CloudDelta Data Custody. Licensee expressly acknowledges and agrees that CloudDelta does not at any time hold, receive, transmit, store, access, or have custody of any Licensee Data. All Licensee Data remains exclusively on Licensee's own infrastructure. CloudDelta has no ability to recover, restore, or produce Licensee Data in any circumstance.
The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
9.1 No Data Custody. The Software is an on-premises application. CloudDelta does not collect, receive, host, store, process, or have access to Licensee Data at any time. All backup data generated by the Software is created and stored exclusively on Licensee's own hardware and infrastructure.
9.2 Diagnostic and Telemetry Data. The Software may transmit limited diagnostic and operational telemetry data to CloudDelta, such as version information, error reports, and feature usage statistics.
9.3 Account Information. CloudDelta collects and maintains account registration information (such as name, organization, and email address) necessary to administer the Subscription. You agree that CloudDelta may use automatic means (including, for example, cookies and web beacons) to collect information about your computer or other devices and about your use of the Software. Such information is subject to CloudDelta's Privacy Policy. By downloading, installing, using, and providing information to or through this Software, you consent to all actions taken by CloudDelta with respect to your information in compliance with the Privacy Policy.
9.4 Third-Party Platform Authentication. To enable the Software to access Licensee's Third-Party Platform account, Licensee may be required to provide authentication credentials or tokens. These credentials may be stored locally on Licensee's infrastructure.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUDDELTA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:
LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE SELECTION, INSTALLATION, CONFIGURATION, OPERATION, AND USE OF THE SOFTWARE. CLOUDDELTA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S SPECIFIC REQUIREMENTS OR THAT ANY PARTICULAR BACKUP RESULT WILL BE ACHIEVED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOUDDELTA, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR: LOSS OF DATA; LOSS OF BACKUP INTEGRITY OR COMPLETENESS; FAILURE TO BACK UP DATA; INABILITY TO RESTORE OR ACCESS DATA; LOSS OF PROFITS; LOSS OF BUSINESS; REGULATORY PENALTIES OR FINES; COMPLIANCE FAILURES; OR COST OF SUBSTITUTE SERVICES, EVEN IF CLOUDDELTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.2 No Liability for Third-Party Platform Actions. WITHOUT LIMITING SECTION 11.1, CLOUDDELTA SHALL HAVE NO LIABILITY FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM: (A) ANY CHANGE, DISRUPTION, RESTRICTION, OR DISCONTINUATION OF ANY THIRD-PARTY PLATFORM; (B) ANY LOSS OR INACCESSIBILITY OF LICENSEE DATA STORED ON A THIRD-PARTY PLATFORM; OR (C) ANY FAILURE OF THE SOFTWARE TO SUCCESSFULLY BACK UP DATA DUE TO THIRD-PARTY PLATFORM CHANGES OR RESTRICTIONS.
11.3 No Liability for Customer-Side Issues. CLOUDDELTA SHALL HAVE NO LIABILITY FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM: (A) LICENSEE'S IMPROPER INSTALLATION, CONFIGURATION, OR MANAGEMENT OF THE SOFTWARE; (B) LICENSEE'S FAILURE TO VERIFY BACKUP COMPLETENESS OR INTEGRITY; (C) HARDWARE FAILURE, STORAGE EXHAUSTION, OR INFRASTRUCTURE DEFICIENCIES ON LICENSEE'S PREMISES; (D) ANY THIRD-PARTY ACTS OR OMISSIONS AFFECTING LICENSEE'S INFRASTRUCTURE; OR (E) YOUR INABILITY TO USE THE SOFTWARE OR ITS CONTENT AND SERVICES.
11.4 Cap on Liability. CLOUDDELTA'S TOTAL CUMULATIVE LIABILITY TO LICENSEE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL ANNUAL SUBSCRIPTION FEES ACTUALLY PAID BY LICENSEE TO CLOUDDELTA FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.5 Essential Basis. The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk, account for the on-premises nature of the Software and CloudDelta's lack of custody or control over Licensee Data, and are an essential element of the basis of the bargain between the parties.
Licensee agrees to defend, indemnify, and hold harmless CloudDelta LLC and its members, managers, officers, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Licensee's breach of this Agreement; (b) Licensee's improper installation, configuration, or operation of the Software; (c) Licensee's failure to maintain adequate backups or to verify backup integrity; (d) Licensee's use of the Software in violation of applicable law or regulation; or (e) any third-party claim resulting from Licensee's use or misuse of the Software.
13.1 Term. This Agreement is effective as of the date Licensee first installs or uses the Software and continues for the duration of the active Subscription Term, subject to earlier termination as provided herein.
13.2 Termination by CloudDelta. CloudDelta may terminate this Agreement and Licensee's access to the Software immediately and without notice at its sole discretion or upon: (a) Licensee's material breach of any provision of this Agreement, including the Competitor Use Prohibition in Section 4; (b) Licensee's failure to pay any Subscription fee when due; (c) discovery that Licensee is a Competitor as defined in Section 1.4; or (d) as otherwise permitted by applicable law.
13.3 Termination by Licensee. Licensee may terminate this Agreement by canceling the Subscription in accordance with Section 5.4 and ceasing all use of the Software. Termination does not entitle Licensee to any refund of prepaid fees.
13.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted herein immediately terminate; (b) Licensee must cease all use of the Software and destroy all copies in its possession or control; and (c) all provisions that by their nature should survive termination shall survive, including Sections 1, 4 and 8 through 16.
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of laws principles.
14.2 Jurisdiction and Venue. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Oklahoma. Licensee irrevocably consents to personal jurisdiction and venue in such courts and waives any objection thereto.
14.3 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE.
The Software may be subject to U.S. export control laws and regulations. Licensee shall comply with all applicable federal laws and regulations governing the export and re-export of software, including the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (OFAC). Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to U.S. trade sanctions.
16.1 Entire Agreement. This Agreement, together with CloudDelta's Privacy Policy and any applicable order confirmation or Subscription terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.
16.2 Amendment. CloudDelta reserves the right to modify this Agreement at any time. CloudDelta will provide notice of material changes by posting the updated Agreement on this page or through the Software. Continued use of the Software after the effective date of any modification constitutes acceptance of the modified Agreement.
16.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
16.4 Waiver. No failure or delay by CloudDelta in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of CloudDelta.
16.5 Assignment. Licensee may not assign or transfer this Agreement, or any rights or obligations hereunder, without CloudDelta's prior written consent. CloudDelta may assign this Agreement freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.
16.6 Notices. Any notices required or permitted under this Agreement shall be in writing and delivered to CloudDelta by email to legal@clouddelta.ai. CloudDelta may provide notices to Licensee at the email address associated with Licensee's account.
16.7 Force Majeure. CloudDelta shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, governmental action, terrorism, labor disputes, or actions taken by third-party platform providers.
16.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing herein creates any third-party beneficiary rights.
16.9 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.
16.10 Electronic Acceptance. This Agreement may be accepted electronically, including by clicking an acceptance button or by installing or using the Software. Electronic acceptance constitutes a legally binding agreement for purposes of this Agreement.
For questions regarding this Agreement, contact us at legal@clouddelta.ai.