Draft — pending legal review. This document is a good-faith working draft published for transparency and review by counsel. It is not yet a final or binding legal agreement and may change. For a countersigned version or questions, contact legal@cloudspectra.ai.

Cloud Spectra is a self-hosted networking appliance: it is deployed by you, from the AWS Marketplace or a CloudFormation template, into your own AWS account and VPC. Production network traffic, configuration, logs, and TLS keys remain inside your AWS account. Cloud Spectra LLC operates no infrastructure in your data path and receives no telemetry from deployed appliances. This shapes everything below: most "customer data" in the traditional SaaS sense never reaches us.

1. License grant

Subject to your compliance with this Agreement and payment of applicable fees, Cloud Spectra LLC grants you a non-exclusive, non-transferable, non-sublicensable license to deploy and use the Cloud Spectra appliance software (the "Software") within AWS accounts you own or control, for your internal business operations, for the term of your subscription or as offered via AWS Marketplace.

2. Restrictions

You will not: (a) resell, host, or provide the Software as a service to third parties except as expressly permitted; (b) reverse engineer, decompile, or attempt to derive source for the proprietary components (except where such restriction is prohibited by law or permitted by an applicable open-source license); (c) remove proprietary notices; (d) circumvent license, tier, or entitlement controls; or (e) use the Software in violation of the Acceptable Use Policy or applicable export-control and sanctions laws.

3. Open-source components

The Software bundles open-source components (for example nftables, IPVS, Suricata, HAProxy, Squid, WireGuard, and Kubernetes-ecosystem tooling). Those components are licensed to you under their own licenses, which govern over this Agreement to the extent of any conflict for those components. A component/SBOM list is referenced on the Trust Center.

4. Ownership

Cloud Spectra and its licensors retain all right, title, and interest in the Software and all intellectual-property rights therein. This Agreement conveys a license, not a sale.

5. Your data & deployment

You are responsible for the AWS account, configuration, network rules, and data the Software handles in your environment. Because the Software runs entirely in your account, you control your configuration, logs, keys, and retention. Our processing of any personal data is described in the Privacy Policy and DPA.

6. Warranty disclaimer

Except as expressly stated in a signed agreement, the Software is provided "as is" without warranties of any kind, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

7. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, and each party's aggregate liability is limited as set out in the applicable order. Counsel to set the cap (e.g. fees paid in the prior 12 months) and carve-outs (confidentiality, IP indemnity per Section 8, misuse).

8. Indemnification

By Cloud Spectra. Cloud Spectra will defend you against any third-party claim alleging that the unmodified Software, as provided and used in accordance with this Agreement, infringes that third party's patent, copyright, or trade secret, and will indemnify you for amounts finally awarded against you (or settled with our written consent) for such a claim. This does not apply to claims arising from (a) modification of the Software by anyone other than Cloud Spectra, (b) combination of the Software with products, data, or services not provided by Cloud Spectra where the claim would not have arisen but for the combination, (c) continued use after we notify you to stop, or (d) use in violation of this Agreement or the Acceptable Use Policy. If the Software becomes, or in our opinion is likely to become, the subject of such a claim, we may at our option and expense procure the right for you to keep using it, modify or replace it so it is non-infringing, or terminate the license and refund prepaid, unused fees. This Section states Cloud Spectra's entire liability, and your exclusive remedy, for third-party intellectual-property claims.

By you. You will defend and indemnify Cloud Spectra against third-party claims arising from your data or configuration, your use of the Software in violation of this Agreement or the Acceptable Use Policy, or your breach of applicable law.

9. Term & termination

This Agreement runs for your subscription term. We may suspend or terminate for material uncured breach. On termination, the license ends and you will stop using and remove the Software; open-source components remain under their own licenses. Sections on ownership, disclaimers, liability, and governing law survive.

10. Governing law

Governed by the laws of the State of California, USA. Counsel to confirm venue / arbitration and align with the Marketplace EULA where applicable.

11. Contact

legal@cloudspectra.ai, 1957 Limewood Dr, San Jose, CA 95132, USA.