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GENERAL TERMS OF SERVICE

1. DEFINITIONS2. HOW TO ORDER SERVICES3. SERVICES4. SUSPENSION OF SERVICES5. OBLIGATIONS AND SLA6. EVOLUTION OF SERVICES7. CONTENT8. SUPPORT9. INCIDENT MANAGEMENT10. LIABILITY11. FINANCIAL TERMS12. DURATION, RENEWAL AND TERMINATION OF SERVICES13. CONFIDENTIALITY14. GENERAL PROVISIONS

Effective date: [04.18.2026] Last revision: [04.18.2026]

These General Terms of Service, along with the documents they refer to, constitute a contract (hereinafter referred to as the "Contract") between the Limited Liability Company "REDS CLOUD" (commercial name "REDS CLOUD"), identification code of the legal entity (EDRPOU): 42645262, duly registered in accordance with the legislation of Ukraine, and any individual or legal entity that orders or uses the services of REDS CLOUD (hereinafter referred to as the "Client"). The Contract defines the rules and conditions for the provision and use of REDS CLOUD services. REDS CLOUD and the Client are individually referred to as a "Party" and collectively as the "Parties."

The Contract consists of the following documents listed in descending order of priority:

• Specific terms of service;

• Personal data protection agreement;

• Terms of third-party products.

In case of contradictions, the document with higher priority will prevail. By using the Services, the Client accepts all contractual documents that constitute the Contract. The Contract is the complete agreement between the Parties regarding its subject matter and supersedes and replaces any prior agreements or discussions, as well as any general terms of the Client.

1. DEFINITIONS

1.1. "Client Account" — an account created by the Client on the Website.

1.2. "Obligation Period" — the minimum period of use of the Services chosen by the Client during the Order placement. The obligation period is mandatory and is related to the tariff selected by the Client.

1.3. "Consumer" — a Client who is a natural person using the Services for personal needs not directly related to entrepreneurial activities, in accordance with the Law of Ukraine "On Consumer Rights Protection".

1.4. "Content" — all information, data, files, systems, software, applications, websites, and other elements that are reproduced, placed, collected, stored, transmitted, distributed, published, and, in a more general sense, used or exploited by the Client and/or Users in connection with the Services.

1.5. "Control Panel" — a part of the Client's Account that allows the Client to order, administer, and configure the Services, as well as receive invoices and reports on service consumption. The Client has access to this area using a client identifier and password.

1.6. "Credit(s)" — the amount provided by REDS CLOUD to the Client if the terms of the Service Level Agreement (SLA) are not met.

1.7. "Data Center" — a physical site or server room managed by REDS CLOUD or its contractors, where all computer equipment necessary for the functioning of the information system is located and intended for providing Services.

1.8. "Evolution" — any termination or significant change to the Service, such as updates, new versions, additions, changes, removal of functionalities, assortment, options, performance, or cessation of marketing for the REDS CLOUD Service. Changes apply equally to all current and future Clients of this Service.

1.9. "Export Control" — restrictions arising from international regulations, including Regulation (EU) 2021/821 of the European Parliament and of the Council of May 20, 2021, which establishes the Union regime for the control of exports, brokering, technical assistance, transit, and transfer of dual-use goods, as well as regulations of the United States, such as EAR (Export Administration Regulations) and ITAR (International Traffic in Arms Regulations), in the event that the Client sells REDS CLOUD solutions, services, or goods to third parties subject to such regulations.

1.10. "Incident(s)" — one or more events that cause interruption or malfunction of the Client's Services.

1.11. "Infrastructure" — all physical and virtual elements that REDS CLOUD provides to the Client as part of the Services (including network, hardware, and software).

1.12. "International Sanctions" — laws, regulations, embargoes, and restrictive measures of Canada, the European Union and any of its members, the United Kingdom, the United States of America, the United Nations (including governmental bodies of such states) and any other sanctioning authority relating to economic or trade sanctions, export or trade control, non-proliferation, counter-terrorism, and similar applicable laws, regulations, rules, or requirements.

1.13. "NIC / Nichandle" — one or more identification numbers assigned to the Client by REDS CLOUD. It is used for placing Orders, billing, and technical management of the Services.

1.14. "Order" — the Client's subscription to the Services. Renewal of the Services is considered a new Order.

1.15. "REDS CLOUD Elements" — all elements included in the Services that are protected by intellectual property rights, such as, for example, software, documentation, and Infrastructure.

1.16. "Service(s)" — services provided by REDS CLOUD under the Contract.

1.17. "SLA (Service Level Agreement)" — REDS CLOUD's obligations to the Client regarding certain characteristics of its Services, detailed in the Specific Terms of Service.

1.18. "Specific Terms of Service" — documents that describe the Service(s), the terms of their provision and use, as well as conditions applicable to third-party products, if applicable. They are published on the Website or available upon request to Support.

1.19. "Support" — the REDS CLOUD service designed to assist Clients and manage Incidents.

1.20. "Third-party Products" — any product (service, operating system, license, application, firewall, hardware component, etc.) that is owned or provided by a third party, which REDS CLOUD makes available to the Client as part of the Services.

1.21. "Third-party Product Terms" — contractual terms relating to the use of Third-party Products.

1.22. "User(s)" — the Client and/or any person authorized by the Client to access or use the Services under their responsibility, such as employees, consultants, or third parties.

1.23. "Website" — the REDS CLOUD website available at the following URL: https://reds.cloud/.

1.24. "Affiliate" — any legal entity that directly or indirectly controls REDS CLOUD, is controlled by REDS CLOUD, or is under common control with REDS CLOUD.

1.25. "Test Service" — a Service provided on a free or limited basis to evaluate its functionality, without the application of SLA and with limitations defined in the Specific Terms.

2. HOW TO ORDER SERVICES

2.1. Client Account. The Client must have a valid Client Account to order Services. The Client creates an Account on the Website by providing the necessary information (identity, contact details, email address, bank details, etc.). All such information must be accurate and up-to-date throughout the term of the Contract. If the Client Account is created and used by a person acting on behalf of the Client, that person represents and warrants to REDS CLOUD that they have the authority and ability to do so.

2.2. Verification and Activation of the Client Account. Before activating the Client Account and at any time during the term of the Contract, REDS CLOUD reserves the right to verify the accuracy of the provided information and request supporting documents. REDS CLOUD has the right to deactivate or refuse to activate the Account if the information provided is incomplete, incorrect, or fraudulent.

2.3. Ordering. When the Client Account is activated, the Client can order Services from the Website, directly from the Control Panel or, if possible, using the APIs provided by REDS CLOUD. The Client is fully responsible for managing their Account and the associated authentication means (such as identifiers, passwords, etc.). All Orders made through the Client Account are considered to be made by the Client. Such Orders constitute acceptance of the Contract by the Client. The terms and conditions for providing Services vary depending on the ordered Service. Some Services become available only after REDS CLOUD receives payment from the Client. The Client is responsible for ensuring that the terms for providing the ordered Services meet their requirements.

2.4. Authentication means. When the Client creates an Account, they receive initial login data. For security reasons, the Client must immediately change their password according to standard security criteria. Throughout the duration of the Contract, the Client is responsible for defining and managing the authentication means (including login data and User data) and for keeping them confidential. In case of loss or disclosure of the authentication means, the Client must without delay:

​2.4.1. take measures to protect their Account and Services (in particular, update the relevant authentication means);

​2.4.2. notify REDS CLOUD.

Attention! The Client is responsible for the consequences of fraudulent use of their Account or Services using their authentication means.

2.5. Closing the Client Account. Clients can submit a request to close their Accounts by opening a ticket in Support through their Control Panel. The account will be closed after the completion and payment of all Services related to the Account. If the Client's Account is not used for more than twelve (12) months, REDS CLOUD may close the Account. In this case, the Client is notified by email about the inactivity of their Account and invited to reconnect within thirty (30) days to keep it. If this is not done, the Account will be closed. It cannot be reactivated, and all associated data will be deleted. REDS CLOUD will only retain the information it is required to keep according to its Privacy Policy to fulfill its legal obligations and protect its rights.

3. SERVICES

3.1. Information about Services. Information about the Services and their functionality is available on the Website and in Support. This information may include data about various functionalities, configurations, options, and range, as well as documentation, technical guides, or examples of using the Services for better understanding and utilization of the Services. The terms and characteristics of the Services are regularly changed, and the Client is obliged to monitor these changes, especially before each new Order or payment of the invoice. When REDS CLOUD offers Services that comply with recognized standards and rules applicable to certain types of activities, REDS CLOUD specifies the conditions under which it complies with them.

3.2. Intellectual Property. Rights of Use. The Services and Elements of REDS CLOUD are and remain the exclusive property of REDS CLOUD or third parties who have granted REDS CLOUD the right to use them under the Contract. REDS CLOUD grants the Client a non-exclusive right to use the Services and Elements of REDS CLOUD solely for the needs of the Client's own activities and exclusively within the limits of their proper use. This right is granted for the duration of the subscription to the Service specified in the relevant Order. The Client is not entitled to decompile the software, codes, and algorithms used within the Services (including third-party Products), in particular for the purpose of reverse engineering, nor to install them on infrastructures other than those provided by REDS CLOUD under the Services.

3.3. Connection. To use the Services, a remote connection (Internet or private network) is required, appropriate in scale to the planned use of the Services. The Client is responsible for this connection and bears all associated costs. The Internet is subject to technical risks (including unreliable communication lines, bandwidth fluctuations, interruptions), as well as security risks that are beyond the control of REDS CLOUD. REDS CLOUD is not responsible for these malfunctions and their consequences, including when they lead to unavailability and/or interruptions in the provision of Services.

3.4. Maintenance. Unless otherwise specified, REDS CLOUD technically maintains the Infrastructures on which its Services are based, updates and upgrades the operating systems and software provided to the Client as part of the Services.

3.5. Proper use of the Services. The Client agrees to use the Services in accordance with the Contract and the applicable legislative and regulatory norms related to the Services and the activities that the Client conducts using the Services, in the countries where the Data Centers providing the Services are located, and in those countries where transit or use occurs. The Client agrees to use the Services in accordance with the technical limitations set by REDS CLOUD to prevent their improper use. The Client will use the Services reasonably and refrain from any actions that may threaten the stability or security of the REDS CLOUD Infrastructure and systems or lead to a deterioration in the performance of the services provided to other REDS CLOUD Clients. In this regard, for some Services, REDS CLOUD may collect metadata related to their use, such as data on CPU usage, memory, and log errors. Any fraudulent or illegal use of the Services, such as sending fraudulent emails ("SPAM") using the Services, is strictly prohibited. The Client agrees not to use any process to upload illegal Content to or from the Services. The Client will not engage in intrusion activities or attempts at intrusion using the Services without prior direct written consent from REDS CLOUD. Cryptocurrency mining, denial of service (DDoS) attacks, video game bots, traffic exchange (Hitleap, Jingling, etc.), and black SEO (uploading, re-uploading videos to online video platforms, etc.) are strictly prohibited. As an exception, the Client may use consensus mechanisms such as Proof of Stake to verify transactions made on the blockchain, provided that such use is not abusive or fraudulent, does not threaten the stability or security of the REDS CLOUD systems, does not harm the Infrastructure used for the Client's Services, and does not degrade the performance of the services provided to REDS CLOUD Clients.

4. SUSPENSION OF SERVICES

4.1. REDS CLOUD reserves the right to suspend all or part of the Services in the event of:

​4.1.1. threats to the stability and/or security of the REDS CLOUD systems and environment, Services, and/or Content;

​4.1.2. a request from a competent administrative or judicial authority;

​4.1.3. notification from a third party about illegal activities being carried out using the Services, in accordance with the provisions of Ukrainian legislation on electronic commerce and information protection in information and communication systems;

​4.1.4. non-fulfillment of all or part of the Contract;

​4.1.5. scheduled maintenance.

4.2. Suspension may occur immediately and without notice in the event of an emergency, including in cases described in sections 4.1.1, 4.1.2, and 4.1.3 above, as well as in the case of illegal or fraudulent use of the Services or use that violates the rights of a third party, and generally any use that may call into question the liability of REDS CLOUD. To the extent possible, and subject to compliance with judicial and administrative requirements and non-fulfillment of the Contract, REDS CLOUD will attempt to limit the impact of the suspension on the normal operation of the Services. These suspensions do not relieve the Client of their obligation to pay all amounts owed to REDS CLOUD under the Contract, without prejudice to the possibility of holding REDS CLOUD liable under the terms of section 10 "Liability" below, if these suspensions are a result of REDS CLOUD's breach of its obligations. If the suspension is a result of the Client's breach of their obligations, this suspension does not exclude REDS CLOUD's right to terminate the Contract in accordance with section 12.6 "Termination in the event of a breach" and the right to seek damages. Except in the case of cancellation or non-renewal of the Services, the suspension of the Services does not result in the deletion of the Client's data.

4.3. Third-party products. Services may include third-party Products. The Client uses third-party Products at their own discretion, adhering to the provisions of the Contract and ensuring that they meet their needs and usage goals. Except for obligations regarding intellectual property and specific obligations that may be provided in the relevant Specific Terms, REDS CLOUD is not responsible for third-party Products and does not provide any warranties regarding them. They may contain, for example, technical errors, security vulnerabilities, incompatibilities, or instability. If the Client uses third-party Products within the Services that were previously purchased independently of REDS CLOUD, REDS CLOUD will provide the Client's name to the manufacturer of these Products to ensure compliance with the terms and conditions of the third-party Product. Third-party Products are subject to the Terms of third-party products, which may change at any time.

4.4. Penetration Tests. The Client may conduct penetration tests on dedicated (not shared with other Clients) Services (hereinafter referred to as "Penetration Tests") under the conditions set forth below. Penetration Tests may be conducted by the Client or a third party designated by the Client, who is responsible for conducting the Penetration Tests. In this case, the Client must ensure that the third party accepts and adheres to the terms of this clause and the section "Confidentiality." The Client must obtain prior permission from the perimeter Users targeted by the Penetration Tests and inform them of potential consequences (including unavailability of the Service and data loss). The Client is solely responsible for the consequences of the Penetration Tests for the Services and Content. Penetration Tests must be conducted solely on the Services used by the Client and must not:

​4.4.1. relate to elements and Infrastructures other than those used exclusively by the Client (including Infrastructures, networks, and shared services of REDS CLOUD);

​4.4.2. disrupt the normal operation of the Services, Infrastructures, and networks of REDS CLOUD or have any impact on the Services provided to other Clients.

Security measures on the Services remain active and may lead to unavailability of the Services. Upon completion of the Penetration Test, the Client must send a written audit report to REDS CLOUD upon its request or if the Penetration Test identified defects or vulnerabilities. All information disclosed or collected during the Penetration Test (including the audit report) related to REDS CLOUD is considered confidential under the understanding of the section "Confidentiality".

4.5. Subcontracting. In accordance with the Data Protection Agreement, REDS CLOUD has the right to transfer the performance of all or part of the Services to its Affiliates. REDS CLOUD may freely engage third-party suppliers to perform the Contract without notifying the Client and without their prior consent. REDS CLOUD remains responsible for the actions of subcontractors it uses to perform the Contract.

5. OBLIGATIONS AND SLA

5.1. Obligations. REDS CLOUD is committed to exercising reasonable care and diligence in providing the Services in accordance with the characteristics, terms, and SLA defined in the Contract. REDS CLOUD has a general obligation to ensure quality services but guarantees achieving specific results only within the framework of the SLA.

5.2. SLA. For some Services, REDS CLOUD provides SLAs, which are detailed in the relevant Specific Terms. In the event of non-fulfillment of these SLAs, the Client may utilize the Service Credits specified in the Specific Terms. To obtain these Credits, the Client must declare an Incident and provide all information useful for the diagnosis and intervention of REDS CLOUD, cooperate with REDS CLOUD to restore the Service, remain continuously available to respond to any request for additional information, and perform necessary tests and checks. If necessary, provide REDS CLOUD access to their Control Panel. The request for the application of Service Credits must be made by the Client in the Control Panel no later than thirty (30) days after the Incident is detected.

5.3. Service Credits. Details regarding Service Credits are provided in the Specific Terms. Under no circumstances can they be refunded to the Client in monetary equivalent, and their total monthly accumulation cannot exceed the monthly cost of the Services paid by the Client for the affected Services. No Service Credits will be granted if the Client has not paid all invoices for the Services. If the same event leads to the violation of several SLAs, the Service Credit most beneficial to the Client will be applied. Service Credits are a penalty for all damages arising from REDS CLOUD's non-fulfillment of the relevant SLAs. Service Credits constitute the sole and exclusive remedy for the Client for all damages, losses, liabilities, and expenses arising from REDS CLOUD's non-fulfillment of the relevant SLAs. The Client waives all other claims, demands, and/or lawsuits. The Client is not entitled to Service Credits if the SLA violation leads in whole or in part to:

​5.3.1. events or factors that are beyond the control of REDS CLOUD, such as, but not limited to: force majeure, actions of third parties, internet connection issues, internet network failures, malfunctions or improper use of hardware, software, applications, changes made by the Client to the Services that affect REDS CLOUD's ability to manage or restore the Services, and other elements under the Client's control (including software applications that operate on the Services);

​5.3.2. breach by the Client of its obligations under the Contract (including failure to cooperate in resolving the Incident);

​5.3.3. improper use of the Services by the Client and/or its Users (including improper use of the Control Panel, etc.);

​5.3.4. scheduled maintenance;

​5.3.5. interruptions that occurred due to the suspension of REDS CLOUD Services or hacking or computer piracy.

In such cases, REDS CLOUD reserves the right to bill the Client for work performed to restore the Service. This will be subject to a proposal that will be sent to the Client for confirmation. The causes of the Incident and the grounds for the exceptions listed above may be established by REDS CLOUD by any means, including based on elements of its information system (such as connection data), which will be acceptable evidence by direct consent.

This limitation does not apply to Consumers to the extent that it contradicts the imperative norms of the Law of Ukraine "On Consumer Rights Protection".

6. EVOLUTION OF SERVICES

6.1. Life Cycle. To better meet market demands, REDS CLOUD regularly updates its Services catalog. Services go through a life cycle based on the following indicative stages:

​6.1.1. “General Availability”: the date when the Service, a new version, or a new range of Services becomes available in one or more Data Centers (excluding the Test Service).

​6.1.2. “End of Commercialization”: the date when the commercialization of the Service, or version or range of the Service, ceases. The Client can no longer order a new Service, options, additional services, or new Services in this version or range.

​6.1.3. “End of Support”: the date when the Service, or version or range of the Service, is no longer supported by REDS CLOUD. Related SLAs and Credits no longer apply, and updates and enhancements are no longer provided.

​6.1.4. “End of Life”: the date when the Service, or version or range of the Service, is terminated.

6.2. Evolution of Services after their delivery. In the context of evolution, REDS CLOUD may change Services at any time. REDS CLOUD informs the Client of any Evolution that may adversely affect their Services, or of any withdrawal and final termination of its Services. This information is provided thirty (30) days prior to the effective date of the Evolution via email and/or through the Control Panel. The Client may terminate the active Service within thirty (30) days after receiving this information. If the Client takes no action during this period, the Evolution is considered accepted by the Client. As an exception, some Evolutions may take effect immediately in the following cases:

​6.2.1. urgent Evolutions necessary due to security risks or legislative changes;

​6.2.2. change of third-party products.

6.3. In the event of the final termination of the Service, this Service will be automatically terminated after the expiration of the notice period provided by REDS CLOUD. REDS CLOUD will refund any overpayment proportionally. Starting from the effective date of termination of the relevant Service, the Client will no longer have access to it.

7. CONTENT

7.1. Ownership. The content is the property of the Client, Users, or third parties who have granted the right to use it.

7.2. Legality. The Client must use lawful Content within the Services and use it in accordance with applicable laws and regulations. In this regard, the Client must obtain at their own expense the permissions, licenses, or rights to use the Content. The following is prohibited:

​7.2.1. any use of illegal Content (for example, distribution, broadcasting, publication, storage, or transmission of Content that contains child pornography, propaganda, or calls for the commission of crimes against humanity, acts of terrorism, pedophilia, anti-Semitism, racism, or other Content that incites hatred against individuals based on gender, religion, sexual orientation or identity, or disability);

​7.2.2. any illegal or abusive use of Content (for example, fraudulent use of Content or use of Content in violation of third-party rights, such as personal rights, copyrights, patents, or trademarks, or other intellectual property rights).

7.3. Control. REDS CLOUD does not perform prior control over the Content and has no information regarding it. REDS CLOUD does not interfere with the management of the Content, does not confirm, and does not update the Content. The Client has knowledge and control over the Content. Only the Client knows the type of Content (sensitive, public, confidential, etc.), whether the Content contains personal information and of what type, and the criticality of the Content (vital, test data, production data, etc.).

7.4. Management and storage of permitted Content. The Client is solely responsible for the Content as part of the Services, including its use, operation, and updates.

7.5. Termination of Services. The use of unacceptable or unauthorized Content in the Services is a serious violation that may justify the termination of the affected Services or Contract by REDS CLOUD.

7.6. Backup, encryption, and recovery of Content. The Client is responsible for the encryption, backup, and protection of the Content from:

​7.6.1. risks of loss or deterioration — by implementing appropriate measures to ensure their backup on separate physical media located in geographically remote locations and outside the Services;

​7.6.2. risks of disclosure — by implementing measures to ensure encryption and protection against cyberattacks.

The Client bears sole responsibility for implementing and managing the continuity and/or recovery plan, as well as for all technical and organizational measures capable of ensuring the continuation of its activities in the event of unavailability of the Services, loss, or deterioration of the Content. The Client is responsible for the recovery of the Content. REDS CLOUD does not provide its Clients with any special means for recovering their Content, even prior to the termination or cessation of the Service. Upon the Client's termination of the Service or upon completion of the Service, the Client must take the necessary steps to recover the Content before its automatic deletion. However, at the Client's request, REDS CLOUD may provide confidential technical information related to the Service to facilitate the operations of recovering the Content. This support service is subject to payment and the conclusion of a separate confidentiality agreement. This service does not include the recovery or migration of Content.

7.7. Deletion of Content. Except in cases provided for in the relevant Specific Terms, automatic and irreversible deletion of all Content, including any backups, occurs when:

​7.7.1. The Services are terminated for any reason;

​7.7.2. certain operations for updating and reinstalling the Services are performed.

​Before the expiration or termination of the Services, and before any deletion, update, or reinstallation of the Services, the Client is solely responsible for performing any operation (such as backup, transfer to third-party solutions, etc.) necessary to preserve their Content. After the termination of the Services, REDS CLOUD is obliged not to retain any copies of the Client's Content, unless otherwise agreed between the Parties, or as provided in the relevant Specific Terms, or in the case of data that REDS CLOUD must retain in accordance with applicable regulations referenced in the Data Protection Agreement, and data necessary to protect its rights.

7.8. Fraudulent and unwanted emails. REDS CLOUD uses automated tools that check the traffic sent from the Services when it is destined for port 25 (which corresponds to SMTP servers) on the Internet. The automated tools do not filter emails, do not intercept emails, do not tag emails (emails are not "tagged"), do not modify emails, and do not store emails. The automated tools check emails with a delay of a few seconds, in parallel with the traffic. This ensures that the performance of the services is not affected. Through regular checks, the automated tools generate statistics. If REDS CLOUD suspects that fraudulent or unwanted emails are being sent from the Services, it may suspend the sending of emails by blocking the server's SMTP port. After the first suspension, the Client must check the use of the Service and the security of their environment to permanently resolve the situation. After the third suspension, REDS CLOUD may refuse to restore email functionality until the Service is completed. REDS CLOUD does not retain any copies of emails sent from the SMTP port, even when they are identified as SPAM.

7.9. Unauthorized use. The Client must take necessary measures to cease any unauthorized use of the Services.

7.10. Suspension and termination. REDS CLOUD may suspend or terminate the Services or the Contract in the event of a serious breach or unauthorized use of the Services by the Client or User.

8. SUPPORT

8.1. Essence of Support. The Support Team is responsible for handling Incidents related to the Services and also provides the Client, upon request, with information regarding the terms and features of the Services. Support is included in the price of the Services, except for other levels of support that are available as specified in section 8.2 below. Third-party products are not supported. Support is available in Ukrainian and English, and information regarding the Services is provided only during business hours. Infrastructure monitoring is conducted 24/7, 365 days a year. To ensure continuity in Incident management, REDS CLOUD reserves the right to transfer part of the support service to an Affiliate in accordance with the terms defined in section 4.5 "Subcontracting".

8.2. Other levels of support. In addition to the Support described above, REDS CLOUD may offer other levels of support that allow the Client to take advantage of additional services and levels of commitments. These levels of support are described in the relevant Specific Terms and documentation available on the Website or upon request to Support.

8.3. Use of Support. The Client may utilize the resources and information available on the Website (user guides, use cases, documentation, etc.) and in the Control Panel (reports, monitoring, etc.) before contacting Support. The procedures for contacting Support and its interventions are defined in the Specific Terms and on the Website. Clients can track the status and history of their requests and Incident reports in the Control Panel. The Client is obliged not to abuse Support. The Client is obliged not to contact Support for services or products for which they have not entered into a direct agreement with REDS CLOUD, or to put the Support team in contact with their own clients or any other third parties regarding the Contract. REDS CLOUD reserves the right to refuse to accept requests that do not comply with the terms of the Contract and to terminate it immediately. The Client is obliged to behave appropriately, correctly, and respectfully in relations with Support. REDS CLOUD reserves the right to no longer respond to the Client's requests and to terminate the Contract immediately in the event of abuse, indecency, or humiliation. In this context, REDS CLOUD may use any means of evidence it deems necessary and appropriate (excerpts from communication with the Client, screenshots, emails, telecommunications records, etc.).

9. INCIDENT MANAGEMENT

9.1. Incident Management. In case of service malfunctions, the Client first conducts technical tests recommended on the Website. If these tests do not resolve the Incident, the Client reports the Incident to Support, providing all necessary information for proper diagnosis. If the Incident has been declared, Support conducts an investigation to determine the cause and formulate a diagnosis. The Client agrees to remain continuously available to cooperate with REDS CLOUD in diagnosing and resolving the Incident, including the obligation to provide any additional information and conduct necessary tests and checks. For incident management, the Client expressly permits REDS CLOUD and its Affiliates to connect to its Services, both hardware and software, and perform any operation necessary to manage the Incident. This may require the Client's intervention. REDS CLOUD is committed to informing the Client about the progress of operations. REDS CLOUD establishes a diagnosis by any means. REDS CLOUD does not provide any guarantees regarding the time of intervention or resolution of Incidents within Support. If REDS CLOUD finds that the Services are available and functioning properly, that the existence of the Incident cannot be confirmed, or that the Incident is not the responsibility of REDS CLOUD, REDS CLOUD informs the Client. In this case, the time spent by REDS CLOUD on diagnosing and assisting the Client may be charged as additional services at a fixed rate, which is available on the Website and repeated upon declaring the Incident. REDS CLOUD reserves the right to refuse to accept Incidents if the Client uses the Service in violation of the terms of the Contract or applicable laws or regulations.

10. LIABILITY

10.1. Authority. Each Party represents and warrants that it has sufficient authority and capability to enter into the Contract and fulfill its obligations.

10.2. Non-application to Consumers. The provisions of clauses 10.3, 10.4, 10.5 below do not apply to Consumers to the extent that they limit the liability of REDS CLOUD in the event of harm caused to the Consumer by the actions of REDS CLOUD or its representatives, if this contradicts the imperative norms of the Law of Ukraine "On Consumer Rights Protection" and other consumer protection laws.

10.3. Liability of REDS CLOUD. REDS CLOUD (including its Affiliates and any contractors) may only be liable in the case of proven fault that caused direct harm to the Client, excluding any indirect, consequential, incidental, special, punitive, or exemplary damages of any kind, as well as beyond the limitations and exclusions defined below. REDS CLOUD disclaims all warranties that are expressly stated regarding the Services.

10.4. Limitation of Liability. If SLAs are included in the Specific Terms, compensation for their non-fulfillment is provided through a Service Credit, which is the sole remedy for the Client. In the absence of specific SLAs, REDS CLOUD is liable to the Client for no more than the total period of twelve (12) consecutive months for a limited amount, which includes the amount paid by the Client for the relevant Services during the last six (6) months prior to the request for compensation, or for direct damages, if they are lower. This amount is the maximum limit of liability of REDS CLOUD and its Affiliates to the Client.

10.5. Exclusions. To the maximum extent permitted by law, in no event shall REDS CLOUD be liable for:

​10.5.1. the actions or inactions of a third party that are beyond the reasonable control of REDS CLOUD;

​10.5.2. indirect, incidental, special, consequential, punitive or exemplary damages (including losses from lost orders, profits, goodwill or reputational damages) arising under this Contract, regardless of whether REDS CLOUD was notified of the possibility of such damages;

​10.5.3. data reproduction and damages arising from the loss or alteration of all or part of the Content, to the extent that REDS CLOUD is only responsible for the availability of storage locations or backup spaces in accordance with the applicable SLA;

​10.5.4. damages caused by errors of Internet service providers or communication network operators (for example, unavailable connections, fluctuations or interruptions of broadband channels, etc.), including such damages that result in the unavailability of the Services;

​10.5.5. the use or exploitation of illegal Content by the Client and/or its Users in the Services;

​10.5.6. loss, disclosure or fraudulent or illegal use of authentication means used to access the Client's Account or Services;

​10.5.7. the use of the Services by the Client or User in a manner that does not comply with the Contract or technical documentation;

​10.5.8. damage to systems, applications, and other elements installed by the Client or its Users on the Infrastructure;

​10.5.9. the Services' non-compliance with the Client's needs, particularly considering the sensitivity of the Content;

​10.5.10. security incidents related to the use of the Internet by the Client and/or its Users, especially in the event of loss, alteration, damage, disclosure or unauthorized access to Client data or information from/to the Internet;

​10.5.11. temporary or permanent suspension of the Services.

10.6. Client's Liability. The Client bears all risks associated with its activities and is solely responsible for the use of the Services in accordance with the Contract, including cases where the Services available to the Client are used or used on its behalf by third parties, including Users. If the Client uses the Services on behalf of third parties or authorizes third parties to use the Services, the Client agrees to inform them before their use and ensure their consent to the terms of the REDS CLOUD Contract and the Terms of third-party products applicable to these Services. The Client guarantees compliance with these terms. The Client is responsible for:

​10.6.1. familiarizing itself with the documentation and the range, options, and configurations available on the Website, to select those it considers most suitable;

​10.6.2. verifying that its technical and operational requirements (or the requirements of a third party on behalf of which the Services are to be used) correspond to the Services;

​10.6.3. ensuring that the intended use of the Services and Products complies with the laws and regulations concerning activities conducted in connection with the use of Services and third-party Products, including export control laws and/or laws specific to the Client's business.

10.7. The services do not guarantee the continuity of services or guarantee the protection and preservation of the Client's data. The Client remains solely responsible, including in cases of placing sensitive Content and/or data necessary to ensure the continuation of their business, backing up their data, implementing and managing a continuity and/or recovery plan, and generally all technical and organizational measures that allow the Client to continue their business in the event of a serious failure of the Services that may affect the continuity of their business and the availability and integrity of their Content and data. Subscribing to the backup service does not relieve the Client of responsibility for implementing such plans.

10.8. The Client declares that they have the necessary technical skills and knowledge and are familiar with the characteristics of the Services.

10.9. The Client is responsible for the Content, its management and use (including its control, verification, updating, deletion, backup, as well as any measures aimed at protecting against loss and alteration of the Content), including cases where it belongs to third parties or is used or exploited by third parties or on their behalf, and for compliance with applicable laws and regulations.

10.10. Guarantees. The Client agrees to indemnify REDS CLOUD for all consequences, including claims or lawsuits from third parties arising from the use or exploitation of illegal Content within the Services, fraudulent use of the Services, or use that does not comply with applicable law. This also covers the use of third-party Services and Products in violation of third-party rights, including intellectual property rights, the inadequacy of the selected Services for the needs of the Client or third parties, loss or unauthorized use of User authentication means, and loss of third-party data. The Client takes appropriate measures in all inquiries, claims, and/or actions of third parties related to the Content and/or provisions of the Contract, including appeals to administrative and judicial authorities. In this case, the Client will indemnify and protect REDS CLOUD from all consequences, including all reasonable legal service costs (reasonable professional attorney fees, court costs, costs of calling an executor, expert opinion costs, etc.), as well as any damages awarded by a third party in a binding decision against REDS CLOUD. The Client will not agree to any compromise regarding any such claim or action without the prior written consent of REDS CLOUD.

10.11. The Client is solely responsible for relationships with third parties.

10.12. If a claim or action is based on a breach by REDS CLOUD, the Client may invoke REDS CLOUD's liability under the terms set forth in Section 10 "Liability".

10.13. Force Majeure. Neither Party shall be liable for failure to fulfill its obligations — except for payment for Services — if such failure directly or indirectly arises from a force majeure event. The Parties agree that the following events are considered force majeure events: strikes, including strikes by the personnel of any contractors, acts of vandalism, war or threat of war, martial law, sabotage, terrorist acts, fires, epidemics and pandemics, earthquakes, floods, explosions, large-scale cyberattacks, and power outages beyond the control of the Party, as well as decisions of government authorities that make it impossible to fulfill obligations. The affected Party must:

​10.13.1. make commercially reasonable efforts to mitigate the effects of the event;

​10.13.2. continue to fulfill obligations not affected by the event;

​10.13.3. notify the other Party as soon as possible of the existence, circumstances, impact on the Services, and approximate duration of such event or its consequences;

​10.13.4. systematically inform the other Party of developments after the initial information.

10.14. If a force majeure event lasts more than thirty (30) consecutive days, either Party may terminate the ongoing Services.

11. FINANCIAL TERMS

11.1. Prices for Services. The prices for the ordered Services are those that are in effect on the Website at the time of placing the Order. Prices are determined in hryvnias. For reference, the equivalent in US dollars (USD) may be indicated on the Website at the exchange rate of the National Bank of Ukraine on the day the invoice is issued. An exception may be the agreement between the Parties on the price for the Services through a commercial proposal from REDS CLOUD, which becomes the Order after being signed by the Client. The cost of Services includes all mandatory taxes and fees applicable to them according to the legislation of Ukraine. Except in cases of special pricing, the price of Services includes the cost of acquiring licenses and rights to use the tools, software, and operating systems used by REDS CLOUD and/or, if necessary, provided to the Client by REDS CLOUD as part of the Services. The Client is responsible for acquiring and paying for the licenses and rights necessary for using the Content. For more detailed information on how the prices for the Services are calculated, the Client can refer to the Website and the relevant Specific Terms. Expert intervention or the provision of reports related to the Services are added to the invoices at the current rates.

11.2. Price Change. REDS CLOUD may change the prices for Services at any time. For all new Orders/invoices, price changes take effect immediately. For Services that are in use at the time of the price increase and are signed without a term Commitment, or in the case of increases in the cost of electronic components or third-party Products, the price may be changed by REDS CLOUD after informing the Client by email at least thirty (30) days prior to the implementation of the changes. In this case, the Client will have a period of thirty (30) calendar days to terminate the relevant Services and third-party Products without penalties using the means provided in the Control Panel or by written notice. After this period, the new prices will apply to the Client.

11.3. Billing. Services are calculated based on the Client's consumption and Orders recorded by REDS CLOUD in its information system. The frequency (monthly, annually, or other) and timing of billing (prepayment or postpayment) vary depending on the Service. The billing terms are defined on the Website and in the Specific Terms of the relevant Services. The Client agrees that invoices will be sent electronically via email and/or posted in their Control Panel, where they will be available for twelve (12) months after issuance. The Client is obliged to keep copies of invoices in accordance with applicable law.

11.4. Payment. Invoices must be paid upon receipt. The Client must choose one of the available payment methods published on the Website. For Services that are paid after receipt, REDS CLOUD may issue an invoice before the end of the current calendar month if the Services consumed in that month have reached a significant total amount. The Client is obliged to pay the total amount of their invoices, which implies the registration of a valid payment method on the Client's account and the availability of sufficient funds to pay for the Services throughout the term of the Contract. For pay-as-you-use Services, each initiated Service is calculated and paid in full, even if it has not been fully used. The Client must pay the price of the Services in full. In case of non-use, partial use, suspension, or termination of the use of the Services before the end of the usage period specified in the Order, no refunds will be made, except in cases provided for by the legislation of Ukraine.

The consumer has the right to withdraw from the distance service contract within fourteen (14) days from the moment of its conclusion in accordance with Article 13 of the Law of Ukraine "On Consumer Rights Protection", provided that the provision of Services has not yet begun with the direct consent of the Consumer.

11.5. As an exception to the above, the Client will be refunded if the Services have not been provided.

11.6. In case of non-fulfillment or delay in payment, including partial payment, REDS CLOUD may charge the Client a penalty at the rate of double the discount rate of the National Bank of Ukraine that was in effect during the relevant period, calculated on the amount of debt for each day of delay from the day after the payment date. Furthermore, in the event of such non-fulfillment or delay in payment (even partial), lasting more than seven (7) calendar days after a notification sent to the Client by email, without the need for any additional notification or formal warning, all amounts remaining owed by the Client under the Contract become payable regardless of the terms of their payment, and REDS CLOUD has the right to immediately terminate all or part of the Client's Services (including those that have been paid), refuse any new Order or extension of Services, and terminate the Contract.

11.7. Disputes regarding invoices. Any misunderstanding regarding invoices must be reported to REDS CLOUD Support through the Control Panel within thirty (30) days after the issuance of the invoice. Otherwise, the Client is obliged to pay any outstanding invoices in accordance with the terms of the Contract. In case of non-payments, REDS CLOUD has the right to settle these invoices within the limitation periods established by the legislation of Ukraine.

12. DURATION, RENEWAL AND TERMINATION OF SERVICES

12.1. Duration of Services. The contract remains valid as long as the Client uses the Services or the Order is in effect. The initial term of service provision is specified in the Order and may include the Commitment Period. The Client notifies REDS CLOUD of their decision not to renew the Services using the available means in the Control Panel or by contacting Support. Confirmation from the Client may be required to give legal effect to their request to terminate the Services.

12.2. Renewal of Services. The terms of renewal of Services are defined in the Orders or in the Specific Terms for each Service. Renewal may be automatic (“Auto-renewal”) or subject to prepayment.

12.3. Automatic Renewal. Automatic renewal is activated by default for certain Services. In the case of Auto-renewal, the Client is responsible for selecting the renewal method of their choice in the Control Panel, including determining the initial term of application. The Client may change the duration of future renewal periods no later than twenty-four (24) hours before the end of the initial or current renewal period. If the initial period starts within a month, the service renewal cycle is aligned with the calendar cycle at the time of the first renewal, so that subsequent renewal periods begin on the first (1st) day of the calendar month. If the Client does not wish for the Service to be automatically renewed, the Client must deactivate the Auto-renewal feature in their Control Panel as follows:

​12.3.1. for Services with a monthly renewal cycle — no later than the 19th of the current month by 11:00 PM Kyiv time;

​12.3.2. for Services with a non-monthly renewal cycle (quarterly, semi-annual, annual, etc.) — no later than the 19th of the month preceding the month of the end of the current period, by 11:00 PM Kyiv time;

​12.3.3. if Auto-Renewal is deactivated according to the above conditions, REDS CLOUD may cease providing the Service from the end of the current initial or renewal period, if the Client does not activate the Auto-Renewal feature at least twenty-four (24) hours before the expiration of its term or does not pay in advance for the next renewal period.

12.4. Prepaid renewals. Prepaid renewals will be automatically declined in the event of non-payment or incorrect payment (in particular, incorrect amount specified, partial payment, or payment without necessary references, or payment made by means or procedures not accepted by REDS CLOUD).

12.5. Non-renewal upon expiration of service or termination of Services. REDS CLOUD may terminate any renewal with reasonable notice, including in cases where the Services have reached the end of their term or have been terminated by REDS CLOUD.

12.6. Termination due to breach. In the event of a breach by one of the Parties (the "Breaching Party") of its obligations, in particular in the case of non-fulfillment of Section 3 "Services", Section 7 "Content" and/or Section 11 "Financial Terms", which is not remedied within seven (7) calendar days from the moment of receipt of a letter notifying of the breach, the other Party may terminate the relevant Services and Orders. Such termination is communicated to the Breaching Party by email. However, in the case of a serious breach, including abuse, illegal or fraudulent use of the Services or use that violates the rights of a third party, REDS CLOUD may terminate the relevant Services or the Contract as a whole with immediate effect without prior formal notice. This does not affect the right of REDS CLOUD to suspend or terminate the provision of Services under the conditions set forth in the Contract, in particular in the event of non-fulfillment of the terms of the Contract. Termination due to a breach does not deprive the right to demand any compensation from the Breaching Party in accordance with the legislation of Ukraine.

13. CONFIDENTIALITY

13.1. Obligations. Each Party agrees regarding the confidential information of the other Party that has been disclosed to it or to which it has access under the Contract: to use such confidential information solely for the performance of the Contract, to maintain the confidentiality of such information with the same degree of care as its own confidential information, and to provide access to such confidential information only to its employees and Affiliates who need such information in light of their functions, provided that such recipients are informed in advance of the confidential nature of the information and are bound by confidentiality obligations that are at least equivalent to these terms. Each Party may disclose the confidential information of the other Party to its advisors if they belong to a regulated profession that is subject to professional secrecy (such as lawyers, certified accountants, or statutory auditors). Each Party agrees not to disclose the confidential information of the other Party to third parties without the prior written consent of the other Party and to ensure the confidentiality of such information by all persons to whom it is disclosed. Confidential information includes the terms of the Contract and all information exchanged between the Parties or to which the Parties have access in the course of performing the Contract, in any form and nature (including financial and marketing information, trade secrets, know-how, information related to security and terms of use of the Services). For information to be considered confidential, it is not necessary for its confidential nature to be indicated in the document or other medium containing such information, or to be indicated at the time of its disclosure. Each Party agrees to adhere to this confidentiality obligation during the term of the Contract and for two (2) years from the date of its termination, regardless of the reason.

13.2. Exclusions. Confidentiality obligations do not apply to information that the Receiving Party can prove it:

​13.2.1. was lawfully known to the Receiving Party, without the obligation to consider it confidential, before the other Party provided it to the Receiving Party or granted the Receiving Party access to it;

​13.2.2. is publicly available without the Receiving Party (or persons for whom it is responsible) breaching its confidentiality obligation;

​13.2.3. was provided to the Receiving Party by a third party legally and with permission to disclose it;

​13.2.4. is the result of developments made by the Receiving Party and/or its employees, regardless of the Contract, or the disclosure of information was approved by the other Party. REDS CLOUD may share information regarding the scope of the Client's Services with a partner who referred the Client to REDS CLOUD.

13.3. Either Party may disclose confidential information received from the other Party for the purpose of protecting its rights in a lawsuit against the other Party. In this case, the information will be retained for the time necessary to prove the case and may only be disclosed to those individuals who need to know it in the context of the relevant action or legal proceedings (judges, advisors, etc.), who are bound by professional secrecy or, in the absence of such, a confidentiality agreement. Each Party may also disclose confidential information received from the other Party at the request of a competent administrative or judicial authority, provided that it gives prior notice to the other Party, except as required by any law or court order to the contrary, and discloses only that confidential information which is strictly necessary to comply with such request.

14. GENERAL PROVISIONS

14.1. International sanctions and export control. The Client agrees to comply at all times with International sanctions and Export Control regulations.

14.2. The Client represents and warrants that:

​14.2.1. he is not designated, is not a targeted entity, and is not subject to International sanctions;

​14.2.2. he is not an owner or controller, and does not act on behalf of or at the direction of any individual or legal entity that is designated, is a targeted entity, or is subject to International sanctions;

​14.2.3. The services will not be used, sold, exported, diverted, or transferred in any way to any person or entity located in countries or regions that are subject to International sanctions or trade embargoes. The same applies to any government of any country or region, or any person or entity that is otherwise a subject of International sanctions, or any person or entity that is directly or indirectly engaged in acts of terrorism, or in connection with weapons of mass destruction;

​14.2.4. he does not use, trade, sell, supply, transfer, and export, and does not negotiate the use, sale, supply, transfer, or export of goods, services, software, or technology that are subject to International sanctions or Export Control restrictions.

14.3. The Client must immediately notify REDS CLOUD if any of these representations cease to be accurate.

14.4. REDS CLOUD is not obligated to perform its obligations under the Contract if doing so would violate applicable laws or expose REDS CLOUD to the risk of enforcement actions, punitive, restrictive, or negative measures under International sanctions or Export Control. REDS CLOUD may also, at its discretion, terminate all or part of the Contract with immediate effect by notifying the Client in writing.

14.5. Divisibility. If any provision of the Contract is found to be invalid or unenforceable due to a final court decision, such provision shall be considered unwritten, without affecting the validity of the other provisions of the Contract. The Parties shall, to the extent possible, replace the unenforceable provision with another that reflects the intent and purpose of the Contract.

14.6. Third Parties. REDS CLOUD has no obligations to third parties, including Users. The Client is the sole Party that has contractual relations with Users and is responsible for the relationships it maintains with them.

14.7. Headings. The headings of sections are provided for convenience only and have no contractual value or special significance.

14.8. Waiver of Rights. The fact that REDS CLOUD does not exercise any right or remedy provided by this Contract at any given time, and/or tolerates a breach of the Contract by the Client, shall not be interpreted as a waiver by REDS CLOUD of its right to exercise its right in the future.

14.9. Amendments to the Contract. REDS CLOUD may change the Contract at any time at its discretion. Such changes are immediately applicable to all new Orders. Regarding the Services used, the Client will be notified by email or through the Control Panel of any change to the current Contract. Such changes take effect thirty (30) calendar days after the sending of such notification. However, changes to the terms of third-party products and changes related to the fulfillment of legal or regulatory requirements may take effect immediately, as REDS CLOUD has no control over them. When the new terms are unfavorable to the Client, the Client may terminate the Services using the form provided for this in the Control Panel within a maximum period of thirty (30) calendar days from the date the new terms take effect.

14.10. Independence. The Contract does not grant either Party the right to represent the other Party for any purpose, nor is it intended or has the effect of creating a partnership, joint venture, or any other form of association. Each Party remains fully independent, responsible for managing its business and all its actions, and bears all risks associated with its activities.

14.11. Notifications. For any exchange of information via email, the date and time of the REDS CLOUD server are considered proof between the Parties. This information will be retained by REDS CLOUD for the duration of the contractual relationship and for three (3) years after its termination. Except for other means of communication and recipients provided in the Contract, all messages, official notifications, and other communications provided for in the Contract are considered delivered in accordance with the law if sent to the Client's email.

14.12. Advertising and Promotion. Throughout the entire period of the Client's use of the REDS CLOUD Services, REDS CLOUD has the right to indicate the commercial relationship with the Client within the scope of normal communication activities. REDS CLOUD may also refer to the Client's trademarks and logos in all media, including all websites operated by REDS CLOUD, worldwide. The Client has the right to withdraw such consent at any time by providing written notice to REDS CLOUD.

14.13. Admissibility of evidence. Data on digital media and data from the REDS CLOUD information system are legally admissible evidence with the same evidentiary weight as any document created, received, or stored in written form. This data may be lawfully used by REDS CLOUD in the event of any dispute and will be binding on the Client in this context. This data includes event logs, issued invoices, summarized Order data, summarized payment data, and Incident management reports.

14.14. Calculation of terms. Unless otherwise provided in this Contract, terms are calculated in calendar days and begin the day after the occurrence of the event that triggered them.

14.15. Local mandatory provisions. When the Client is a Consumer, the latter may have rights under mandatory legal provisions applicable in the Consumer's place of residence. Nothing in this Contract shall prevent the application of such local mandatory provisions when they are mandatory for consumers in such jurisdiction regardless of the contractual choice of law.

14.16. Governing law and jurisdiction. The material law of Ukraine applies to this Contract and all relations between the Parties. All disputes arising from this Contract or in connection with it shall be considered in the courts of Ukraine at the location of REDS CLOUD, except in cases where otherwise directly provided by imperative norms of legislation, including legislation on consumer rights protection.



Document version: April 19, 2026

LLC "REDS CLOUD" (EDRPOU: 42645262)

Website: https://reds.cloud/