CLI&OPEN LLC

General Terms of Service

Privacy-first hosting and cloud infrastructure

General Terms of Service

These General Terms of Service ("Terms") govern access to and use of services provided by CLI & Open LLC, 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming 82801, United States ("CLI & Open", "we", "us", or "Provider") through cliopen.com, customer portals, APIs, service interfaces, invoices, quotations, or written agreements.

By ordering, accessing, or using the Services, the Customer agrees to these Terms. If a separate written agreement signed or expressly accepted by CLI & Open conflicts with these Terms, that separate agreement controls only for the conflicting subject matter.

1. Definitions

For purposes of these Terms:

• "Customer" means the person, company, organization, or legal entity ordering or using the Services.

• "Services" means hosting, infrastructure, cloud, backup, managed, reverse proxy, object storage, Kubernetes, VPS, support, and related services provided by CLI & Open.

• "Customer Content" means websites, data, files, databases, logs, applications, software, images, code, configurations, workloads, and other material uploaded to or processed through the Services by or for the Customer.

• "Unmanaged Infrastructure" means infrastructure where the Customer is responsible for operating systems, applications, configuration, security inside the environment, and ongoing administration.

• "Managed Service" or "APP Service" means a service expressly sold or described as managed, where CLI & Open performs selected operational tasks for specific components included in the purchased plan.

• "Credit" means prepaid account balance or service credit that may be applied to eligible future services but is not cash unless mandatory law requires otherwise.

2. Provider Identity and Contact

The Services are provided by:

• CLI & Open LLC

• 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming 82801, United States

• Website: cliopen.com

• Legal, support, and abuse contact: [insert contact email]

• Data protection contact: [insert privacy/GDPR email]

CLI & Open is a United States company providing privacy-first infrastructure services with a focus on European hosting environments and minimal data processing practices.

3. Scope of Services

CLI & Open may provide, depending on the ordered service, plan, invoice, quotation, or written agreement:

• shared hosting;

• virtual private servers (VPS);

• Kubernetes hosting and related infrastructure;

• object storage;

• backup services;

• selected managed services and APP services;

• reverse proxy and routing services;

• infrastructure-related operational support.

CLI & Open does not provide colocation services unless a separate written agreement explicitly states otherwise. Any service not expressly included in an order, plan, quotation, or written agreement is outside the scope of the Services.

4. Customer Type and Legal Capacity

The Services may be provided to businesses, organizations, and individual consumers. By using the Services, the Customer represents that they have legal capacity to enter into these Terms and that they are at least 18 years old or otherwise authorized under applicable law.

If the Customer uses the Services on behalf of a company or organization, the Customer represents that they are authorized to bind that entity.

Where the Customer is a consumer, mandatory consumer protection rights under applicable law remain unaffected. Nothing in these Terms limits rights that cannot legally be limited.

5. Account Registration and Security

The Customer must provide accurate account, contact, technical, billing, and tax information and keep it current. CLI & Open may rely on the contact details and administrative users configured in the Customer account.

The Customer is responsible for protecting credentials, API keys, SSH keys, tokens, certificates, passwords, and administrative access. The Customer must promptly notify CLI & Open if unauthorized access, compromise, credential leakage, or security abuse is suspected.

CLI & Open may require multi-factor authentication or other access controls for selected services, administrative actions, or risk-sensitive accounts.

6. Managed and Unmanaged Services

6.1 Unmanaged Infrastructure

Unless expressly stated otherwise in the applicable order, invoice, plan, service description, or written agreement, VPS, virtual servers, Kubernetes infrastructure, object storage, reverse proxy, and similar infrastructure services are provided as Unmanaged Infrastructure.

For Unmanaged Infrastructure, the Customer is responsible for:

• operating system configuration, hardening, patching, and updates;

• application installation, maintenance, monitoring, and troubleshooting;

• database administration and data integrity;

• firewall rules, access control, SSH keys, passwords, secrets, and certificates;

• software licenses and third-party terms;

• content, workloads, scripts, cron jobs, containers, and deployments;

• backups beyond backup features expressly purchased;

• compliance of hosted applications, content, and end-user processing.

CLI & Open is responsible only for the underlying infrastructure layer that it controls, such as physical servers, virtualization, storage systems, network infrastructure, and platform availability, on a best-effort basis unless a separate SLA applies.

6.2 Managed Services and APP Services

If the Customer purchases a managed application service, APP service, managed hosting plan, or other service expressly described as managed, CLI & Open may perform selected operational management for the components included in that specific purchased service.

Managed Services may include, depending on the ordered service:

• operating system patching and security updates;

• software and application updates for the managed stack;

• application availability monitoring;

• basic application troubleshooting;

• configuration assistance;

• recovery assistance from available backups;

• operational support for the managed stack.

Managed Services apply only to the applications, systems, components, environments, and scope expressly included in the purchased service. Buying an unmanaged VPS, server, storage, Kubernetes, or infrastructure product does not include managed application support.

6.3 Limits of Managed Services

Unless expressly agreed in writing, Managed Services do not include:

• custom software development;

• fixing bugs in Customer-owned code;

• full security auditing or penetration testing;

• guaranteed recovery from application-level failure;

• guaranteed compatibility with third-party plugins, modules, themes, extensions, or custom code;

• unlimited troubleshooting;

• support for unsupported, outdated, modified, pirated, or end-of-life software;

• legal, tax, accounting, or regulatory compliance advice.

CLI & Open may refuse, limit, or separately charge for work outside the scope of the purchased Managed Service.

6.4 Customer Cooperation for Managed Services

For Managed Services, the Customer must provide reasonable cooperation, including access credentials, technical information, timely responses, and approval for required changes. CLI & Open is not responsible for delays, downtime, data loss, or unresolved issues caused by missing access, incorrect information, unsupported software, third-party failures, or Customer refusal to approve recommended actions.

7. Service Availability and Best-Effort Operation

CLI & Open provides Services on a best-effort basis and aims for approximately 99% availability where technically and commercially reasonable. Unless a separate written SLA applies, this target is not a guarantee and does not create service credits, penalties, or liquidated damages.

Availability may be affected by scheduled maintenance, emergency maintenance, upstream provider issues, hardware or software failures, DDoS attacks, abuse mitigation, legal compliance actions, customer misconfiguration, excessive workloads, force majeure events, or suspension under these Terms.

8. Maintenance

CLI & Open may perform maintenance to preserve security, stability, performance, and legal compliance. Where reasonably possible, CLI & Open will provide advance notice of planned maintenance. Emergency maintenance may be performed without advance notice.

Maintenance may include patching, reboots, migrations, hardware replacement, storage maintenance, routing changes, Kubernetes platform maintenance, security actions, and other operational changes.

9. Infrastructure Location and Privacy-First Approach

CLI & Open operates with a privacy-first approach. Customer data is hosted primarily on infrastructure located in the European Union or European Economic Area, unless the applicable service description, order, invoice, control panel, or written agreement states otherwise.

Some non-customer-data operations may use a mixed infrastructure model, including billing, support, abuse handling, monitoring, telemetry, administration, testing, routing, or business operations. If a VPS or dedicated infrastructure product is provided in a specific region or outside the EU/EEA, this should be disclosed in the applicable service information.

CLI & Open does not sell Customer data and does not use Customer Content for external advertising profiles. CLI & Open uses minimal operational telemetry for service operation, security, metering, billing, troubleshooting, capacity planning, and abuse prevention.

10. Usage Metering and Operational Monitoring

CLI & Open may measure and monitor resource usage and service telemetry, including CPU, RAM, storage, disk I/O, bandwidth, network flows, request rates, error rates, uptime signals, abuse indicators, security logs, and other operational data necessary to provide and protect the Services.

Usage metering may be used for billing, capacity planning, fair-use enforcement, troubleshooting, support, abuse prevention, and security incident response.

CLI & Open does not inspect Customer Content except where necessary to provide support requested by the Customer, investigate abuse, comply with legal obligations, protect the Services, enforce these Terms, or respond to security incidents.

11. Fair Use and Noisy Neighbor Policy

The Services are shared or multi-tenant unless expressly described as dedicated. The Customer must use resources in a reasonable manner and must not degrade, destabilize, abuse, or impair the Services, infrastructure, network, storage systems, other customers, or upstream providers.

CLI & Open may rate-limit, throttle, isolate, migrate, suspend, block, null-route, restrict, or terminate workloads that, in CLI & Open's reasonable judgment:

• consume excessive CPU, RAM, bandwidth, storage, disk I/O, network, or platform resources;

• cause instability, latency, packet loss, saturation, or service degradation;

• generate abnormal requests, loops, replication storms, log floods, or runaway processes;

• create security risks or expose the platform to abuse complaints;

• harm other customers or upstream providers;

• use resources inefficiently due to bugs, misconfiguration, compromised systems, or abusive design.

CLI & Open may take immediate action without prior notice where necessary to preserve platform stability, security, legal compliance, or service availability.

12. Prohibited Use

The Customer must not use the Services, directly or indirectly, for unlawful, harmful, abusive, deceptive, or unethical activities. Prohibited activities include, without limitation:

• spam, unsolicited bulk email, unsolicited messaging, or abuse of email reputation;

• malware, viruses, ransomware, spyware, droppers, exploit kits, command-and-control infrastructure, or botnets;

• phishing, credential theft, impersonation, fraud, scams, or deceptive login pages;

• DDoS attacks, stressers, booters, amplification, reflection, or network attacks;

• torrent indexing, warez, copyright infringement, piracy, or distribution of unauthorized protected content;

• cryptocurrency mining or resource mining unless explicitly approved in writing;

• child sexual abuse material, exploitation, grooming, or any related illegal content;

• illegal content, illegal marketplaces, or services designed to evade law enforcement;

• unauthorized access, scanning, probing, exploitation, vulnerability abuse, or intrusion attempts;

• credential stuffing, account takeover automation, brute force attacks, or password spraying;

• mass scraping, abusive crawling, or data harvesting that violates law or third-party rights;

• hosting or distributing stolen data, leaked credentials, payment card data, or personal data obtained unlawfully;

• activities that damage the reputation, deliverability, network standing, or legal position of CLI & Open or its upstream providers;

• conduct that unreasonably interferes with other customers, platform operations, or service reliability.

13. AI, Automation, and Abuse Workloads

The Customer must not use the Services to operate abusive AI, automation, scraping, spam, phishing, malware, fraud, or credential-related workloads. This includes AI-assisted spam generation, phishing kits, automated account creation, credential stuffing, unauthorized scraping, malware development infrastructure, or systems designed to evade detection or platform enforcement.

High-volume AI, scraping, crawling, proxying, scanning, or automation workloads require prior written approval where they may affect platform stability, network reputation, legal compliance, third-party rights, or other customers.

14. Abuse Handling and Security Response

CLI & Open may investigate abuse reports, legal notices, security signals, network complaints, suspicious activity, and violations of these Terms. The Customer must cooperate with abuse investigations and remediate issues promptly.

CLI & Open may take immediate protective action, including blocking traffic, rate limiting, suspending access, disabling services, removing public access, preserving logs, or terminating services, where necessary to protect the Services, customers, upstream providers, victims, third parties, or CLI & Open.

Repeated abuse, failure to respond, intentional misconduct, or serious violations may result in immediate termination without refund or credit, except where mandatory law requires otherwise.

15. Customer Content

The Customer retains ownership of Customer Content. The Customer grants CLI & Open a limited right to host, transmit, process, copy, cache, back up, restore, monitor, secure, and otherwise handle Customer Content as necessary to provide, maintain, secure, support, and improve the Services and comply with law.

The Customer is solely responsible for Customer Content and for ensuring that they have all required rights, licenses, permissions, notices, and legal bases to upload, host, process, publish, or transmit Customer Content through the Services.

16. Backups, Retention, and Data Deletion

16.1 Backup Nature

Backup services are provided on a best-effort and not-guaranteed basis unless a separate written backup SLA applies. Backups are an additional operational safeguard and are not a substitute for the Customer's own backup and disaster recovery strategy.

CLI & Open does not guarantee that any backup will be complete, current, restorable, free of corruption, or available at all times.

16.2 Backup Retention

Backup retention may vary by plan, service, agreement, technical feasibility, and Customer request. Depending on the purchased service and Customer instructions, backup retention may range from short operational retention up to 1-5 years.

Long-term retention must be expressly agreed and may be subject to additional pricing, technical limits, legal requirements, and storage availability.

16.3 Deletion After Contract End

After termination, expiration, cancellation, or non-renewal of the applicable service, CLI & Open may delete Customer data, backups, snapshots, logs, configurations, and service environments within 30 days, unless a shorter period is required for security, legal, or operational reasons or a longer period is required by mandatory law or expressly agreed in writing.

The Customer is responsible for exporting data before termination, cancellation, expiration, or deletion. CLI & Open may provide reasonable export assistance where technically feasible and commercially reasonable, potentially subject to additional fees.

17. Billing, Payments, and Credit System

Fees, billing cycles, usage-based charges, subscriptions, prepaid credit, and payment methods are described in the applicable order, invoice, pricing page, customer portal, or written agreement.

CLI & Open may accept payments by card processors such as Stripe, bank transfer, invoice payment, cryptocurrency, prepaid credit, subscriptions, automatic renewal, or other available payment methods.

The Customer authorizes CLI & Open and its payment processors to charge applicable fees, taxes, usage charges, renewals, and other amounts due. Usage-based services may generate charges based on measured resource use.

Unused Credit may be reused for eligible future Services, subject to account standing, technical availability, and applicable restrictions. Credit is not refundable, exchangeable for cash, or transferable unless mandatory law requires otherwise or CLI & Open expressly agrees in writing.

18. Cryptocurrency Payments

If cryptocurrency payments are accepted, the Customer is responsible for using the correct network, address, amount, memo/tag where applicable, and transaction fee. Cryptocurrency transactions may be irreversible. CLI & Open is not responsible for losses caused by incorrect addresses, wrong networks, insufficient fees, exchange volatility, blockchain delays, third-party wallet errors, or Customer mistakes.

Refunds for cryptocurrency payments, where required or approved, may be issued as account Credit or by another method chosen by CLI & Open, subject to mandatory law.

19. No Refunds; Mandatory Rights Reserved

Unless required by mandatory law or expressly agreed in writing, payments are non-refundable. Unused amounts may remain as Credit and may be used for eligible future Services.

For consumer Customers, any mandatory withdrawal, refund, warranty, or consumer protection rights under applicable law remain unaffected. Where the Customer requests immediate performance of a digital service during a withdrawal period, CLI & Open may require the Customer's express consent and acknowledgment that statutory withdrawal rights may be affected to the extent permitted by law.

20. Non-Payment, Suspension, and Deletion

If payment is overdue, CLI & Open may notify the Customer and may suspend affected Services after 7 days of non-payment. CLI & Open may continue to charge for reserved resources, storage, IP addresses, backups, licenses, or other allocated resources during suspension unless the service is terminated.

If payment remains unresolved or the service is cancelled, terminated, or expired, CLI & Open may delete Customer data and service environments after 30 days, unless mandatory law, security needs, or a written agreement requires otherwise.

CLI & Open may suspend or terminate immediately without waiting 7 days for fraud, abuse, serious security risk, sanctions risk, legal requirement, payment chargeback, unauthorized payment, or serious violation of these Terms.

21. Taxes

Fees are exclusive of taxes unless stated otherwise. The Customer is responsible for all applicable taxes, VAT, sales tax, withholding tax, duties, levies, and government charges. The Customer must provide accurate tax information and documentation where required.

22. Support

Support is provided on a best-effort basis unless a separate written support plan or SLA applies. CLI & Open does not guarantee response times, resolution times, or successful outcomes unless expressly agreed in writing.

Support may be limited or refused for unsupported software, unmanaged environments, third-party failures, unlawful content, abusive behavior, unpaid accounts, out-of-scope work, or insufficient Customer cooperation.

23. Third-Party Providers and Subprocessors

CLI & Open may use third-party providers, vendors, contractors, subprocessors, payment processors, infrastructure providers, network providers, security services, monitoring systems, support tools, and business systems to provide and operate the Services.

Where required for data protection compliance, CLI & Open will maintain appropriate agreements with subprocessors and provide information about relevant subprocessors in a Privacy Policy, Data Processing Addendum, subprocessors page, or other reasonable format.

Third-party services may be subject to their own terms, availability, pricing, compliance requirements, and limitations.

24. Data Protection and GDPR

CLI & Open processes personal data in accordance with its Privacy Policy, Cookie Policy, applicable data protection laws, and where applicable, a Data Processing Addendum (DPA).

For Customer Content hosted by the Customer, the Customer is typically the controller and CLI & Open is typically the processor. For account, billing, security, legal, abuse, and business administration data, CLI & Open may act as an independent controller.

Where GDPR or similar data protection law requires a DPA, the Customer agrees to CLI & Open's DPA or another written DPA accepted by CLI & Open. The Customer is responsible for ensuring that their own use of the Services, including end-user data processing, complies with applicable data protection law.

CLI & Open will implement appropriate technical and organizational measures appropriate to the nature of the Services, which may include access controls, encryption where appropriate, logging, monitoring, backup procedures, network controls, and security processes.

25. Security Incidents and Personal Data Breaches

The Customer must promptly notify CLI & Open of any security incident, vulnerability, compromise, unauthorized access, data breach, or abuse involving the Services.

CLI & Open will notify affected Customers of confirmed security incidents involving their Services where required by law or contractual obligation. The Customer remains responsible for assessing and fulfilling its own notification obligations toward regulators, end users, data subjects, customers, or other parties.

Where CLI & Open acts as processor and becomes aware of a personal data breach affecting Customer personal data, CLI & Open will notify the Customer without undue delay, consistent with applicable data protection law and the DPA.

26. Confidentiality

Each party may receive confidential information from the other party. Confidential information must be used only for purposes of providing or using the Services and must be protected using reasonable care. Confidentiality obligations do not apply to information that is public, independently developed, lawfully obtained from a third party, or required to be disclosed by law.

27. Intellectual Property

CLI & Open retains all rights in its software, infrastructure designs, documentation, trademarks, service names, interfaces, scripts, templates, automation, know-how, and other intellectual property. The Customer receives only the limited right to use the Services during the applicable subscription or service term.

The Customer must not copy, reverse engineer, resell, sublicense, or exploit CLI & Open systems, code, interfaces, or documentation except as expressly permitted.

28. Customer Warranties

The Customer represents and warrants that:

• they have the right and authority to use the Services and agree to these Terms;

• Customer Content and workloads comply with law and third-party rights;

• Customer use of the Services will not violate these Terms;

• Customer has all required consents, licenses, notices, and legal bases for hosted data and applications;

• Customer will maintain reasonable security of its accounts, systems, credentials, and applications.

29. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available". CLI & Open disclaims all warranties not expressly stated in these Terms or a separate written agreement, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, data integrity, backup availability, or compatibility with Customer software.

CLI & Open does not guarantee that the Services will be uninterrupted, secure against every attack, free from defects, compatible with all software, or able to prevent every data loss, security incident, or third-party failure.

30. Limitation of Liability

To the maximum extent permitted by law, CLI & Open will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or similar damages, including lost profits, lost revenue, business interruption, loss of goodwill, loss of data, loss of backups, loss of use, loss of customers, or cost of substitute services.

To the maximum extent permitted by law, CLI & Open's total aggregate liability for all claims arising out of or relating to the Services is limited to the amount actually paid by the Customer to CLI & Open for the affected Services during the 3 months immediately preceding the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory, whether contract, tort, negligence, strict liability, statute, or otherwise, and even if CLI & Open has been advised of the possibility of such damages. Nothing in these Terms excludes liability that cannot legally be excluded.

31. Indemnification

The Customer will indemnify and hold harmless CLI & Open, its owners, officers, employees, contractors, vendors, and affiliates from claims, damages, losses, penalties, costs, and expenses arising from:

• Customer Content;

• Customer use of the Services;

• violation of these Terms;

• violation of law or third-party rights;

• abuse reports, security incidents, or illegal activity caused by Customer systems;

• Customer applications, configurations, users, or end customers.

This section does not apply to the extent prohibited by mandatory consumer protection law.

32. Term, Cancellation, and Termination

Services continue for the applicable billing period, subscription term, prepaid period, or agreed service term. The Customer may cancel Services according to the applicable portal, billing, order, or written cancellation process.

CLI & Open may suspend or terminate Services for non-payment, abuse, security risk, legal requirement, sanctions risk, fraud, chargeback, excessive resource use, Customer insolvency, repeated support abuse, or violation of these Terms.

Upon termination, access may be disabled and data may be deleted according to these Terms. Provisions intended to survive termination will survive, including payment obligations, liability limitations, indemnity, confidentiality, data deletion, and dispute provisions.

33. Changes to Services and Terms

CLI & Open may update Services, features, pricing, documentation, technical requirements, and these Terms. Material changes will be communicated through the website, customer portal, email, invoice notice, or other reasonable means.

Continued use of the Services after changes become effective constitutes acceptance of the updated Terms. Where mandatory law requires express consent, CLI & Open will seek consent in the required manner.

34. Export Control and Sanctions

The Customer must comply with applicable export control, sanctions, anti-terrorism, anti-money laundering, and trade compliance laws, including United States and European Union restrictions where applicable.

The Customer must not use the Services for sanctioned persons, sanctioned jurisdictions, prohibited end uses, restricted military or weapons-related activities, or other restricted activities. CLI & Open may refuse, suspend, or terminate Services where sanctions or export-control risk is identified.

35. Force Majeure

CLI & Open is not liable for delay, failure, or interruption caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, power failures, internet failures, upstream provider failures, DDoS attacks, legal orders, government action, pandemics, supply-chain failures, or other force majeure events.

36. Consumer Provisions and ADR

If the Customer is a consumer, mandatory consumer rights under applicable law apply. Nothing in these Terms limits non-waivable consumer rights, statutory withdrawal rights, legal warranties, or mandatory remedies.

For consumer Customers in the Czech Republic or where Czech consumer rules apply, out-of-court consumer dispute resolution may be available through the Czech Trade Inspection Authority (Czech Trade Inspection Authority / Ceska obchodni inspekce) or another competent authority.

Business Customers agree that consumer-specific protections do not apply to their business use of the Services.

37. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to the Services are governed by the laws of the Czech Republic, excluding conflict-of-law rules, unless mandatory law provides otherwise.

For business Customers, the courts of the Czech Republic have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services, unless a separate written agreement provides otherwise.

For consumer Customers, this choice of law and jurisdiction does not deprive the consumer of mandatory protections or mandatory forum rights that cannot be waived under applicable law.

38. Notices

CLI & Open may provide notices by email, customer portal, invoice, service dashboard, website posting, or other reasonable means. The Customer must keep contact details current and monitor service communications.

Legal notices to CLI & Open must be sent to the legal contact stated on cliopen.com or otherwise specified by CLI & Open.

39. Assignment

The Customer may not assign or transfer these Terms or Services without CLI & Open's prior written consent. CLI & Open may assign these Terms or Services in connection with a merger, acquisition, reorganization, sale of assets, corporate restructuring, change of provider entity, or transfer of business operations.

40. Severability and Entire Agreement

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in effect. The invalid provision will be interpreted or replaced to best achieve its lawful commercial purpose.

These Terms, together with applicable orders, invoices, service descriptions, policies, DPAs, and written agreements, form the entire agreement between CLI & Open and the Customer for the Services.

Annex A - Acceptable Use Policy Summary

The following is a non-exhaustive summary of prohibited use. CLI & Open may enforce both this Annex and the full Terms.

Annex B - Service Model Summary

Annex C - Publication Checklist

Before publishing these Terms, CLI & Open should complete the following placeholders and legal checks:

• Insert effective date and version history.

• Insert legal/support/abuse/privacy contact emails.

• Link Privacy Policy, Cookie Policy, DPA, and Subprocessors page.

• Confirm consumer withdrawal flow and checkout consent wording for digital services.

• Confirm Czech law and jurisdiction wording with a Czech lawyer.

• Confirm tax/VAT handling and invoice terms.

• Confirm whether any service-specific SLA or special plan terms override these Terms.