Atmos Pro SaaS Agreement
Effective Date: March 1, 2025
Last Updated: March 2025
This SaaS Agreement ("Agreement") is a legal contract between Cloud Posse, LLC, a Delaware limited liability company ("Cloud Posse," "we," "us," or "our"), and the entity or individual ("Customer," "you," or "your") that accepts these terms by executing an Order, clicking "I agree," or otherwise accessing or using the Service. If you are accepting on behalf of an organization, you represent and warrant that you have authority to bind that organization to this Agreement.
Table of Contents
- Definitions
- Grant of Rights
- Restrictions
- Customer Data
- Payment Terms
- Service Level Agreement
- Support
- Warranties and Disclaimers
- Limitation of Liability
- Indemnification
- Termination
- Data Handling on Termination
- Confidentiality
- Data Processing
- Acceptable Use Policy
- Force Majeure
- Governing Law and Dispute Resolution
- General Provisions
- Contact Information
1. Definitions
"Authorized User" means an individual who is authorized by Customer to access and use the Service under Customer's account. Authorized Users include committer-seat holders and dashboard viewers, as defined by the applicable pricing tier.
"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
"Customer Data" means all data, content, configurations, and materials that Customer or its Authorized Users submit, upload, or transmit to or through the Service, including repository metadata, workflow configurations, and deployment records.
"Documentation" means the user guides, API references, and other technical documentation made available by Cloud Posse at atmos.tools and atmos.pro/docs.
"Order" means an ordering document, online subscription, or purchase flow through which Customer subscribes to the Service, specifying the pricing tier, number of seats, Subscription Term, and applicable fees.
"Service" means the Atmos Pro platform, including the GitHub App, web dashboard, APIs, and related cloud infrastructure provided by Cloud Posse to Customer under this Agreement.
"Subscription Term" means the period during which Customer has the right to access and use the Service, as specified in the applicable Order.
"Workspace" means Customer's organizational unit within the Service, which may contain repositories, users, configurations, and deployment data.
2. Grant of Rights
2.1 License Grant
Subject to the terms of this Agreement and Customer's compliance with the applicable Order, Cloud Posse grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the Service during the Subscription Term, solely for Customer's internal business purposes and within the limits of the applicable pricing tier.
2.2 Cloud-Hosted Service (Default)
For cloud-hosted deployments, Cloud Posse hosts and operates the Service on its infrastructure. Cloud Posse is responsible for the availability, security, and maintenance of the hosting environment in accordance with the Service Level Agreement.
2.3 Self-Hosted and Dedicated Deployments
For Enterprise customers with self-hosted or dedicated deployment arrangements:
- Customer Infrastructure Responsibility. Customer is responsible for provisioning, maintaining, and securing the infrastructure on which the Service is deployed, including compute, networking, and storage resources.
- Update Obligations. Customer must apply updates and patches provided by Cloud Posse within a reasonable timeframe. Cloud Posse is not responsible for issues arising from Customer's failure to apply updates.
- Support Scope. Support for self-hosted deployments is limited to the Service software itself. Cloud Posse does not provide support for Customer's underlying infrastructure, network configuration, or third-party dependencies.
- Security. Customer is responsible for the security of its hosting environment, including access controls, network security, and compliance with applicable regulations.
2.4 Reservation of Rights
Cloud Posse retains all right, title, and interest in and to the Service, including all intellectual property rights. No rights are granted to Customer other than as expressly set forth in this Agreement.
3. Restrictions
Customer shall not, and shall not permit any Authorized User or third party to:
- Reverse engineer, decompile, or disassemble the Service, except to the extent expressly permitted by applicable law;
- Use the Service for competitive analysis, benchmarking, or to build a product or service that competes with the Service;
- Resell, sublicense, or redistribute access to the Service to any third party;
- Circumvent or attempt to circumvent usage limits, access controls, or security measures of the Service;
- Remove or alter any proprietary notices, labels, or marks on the Service;
- Use the Service in any manner that violates applicable laws or regulations; or
- Share credentials or allow multiple individuals to use a single Authorized User account.
4. Customer Data
4.1 Ownership
Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Cloud Posse.
4.2 License to Customer Data
Customer grants Cloud Posse a non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely as necessary to provide the Service and to fulfill Cloud Posse's obligations under this Agreement.
4.3 Data Processing
Cloud Posse processes Customer Data in accordance with our Privacy Policy and the Data Processing Addendum referenced in Section 14.
4.4 Data Security
Cloud Posse implements and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.
4.5 Data Location
Customer Data for cloud-hosted deployments is processed and stored in the United States. For self-hosted deployments, Customer determines the data location based on its own infrastructure decisions.
5. Payment Terms
5.1 Fees
Customer shall pay the fees specified in the applicable Order. Fees are based on the pricing tier, number of committer seats, and Subscription Term selected by Customer.
5.2 Payment Methods
Fees are payable via Stripe or, where available, through AWS Marketplace. Enterprise customers may arrange invoice-based billing with net payment terms as specified in the applicable Order.
5.3 Auto-Renewal
Unless Customer cancels before the end of the current Subscription Term, subscriptions automatically renew for successive periods equal to the expiring Subscription Term at the then-current pricing. Cloud Posse will provide reasonable advance notice of any pricing changes prior to renewal.
5.4 Upgrades and Downgrades
Upgrades to a higher tier take effect immediately, with fees prorated for the remainder of the current billing period. Downgrades take effect at the start of the next billing cycle. Seat reductions take effect at the start of the next billing cycle.
5.5 Late Payments
Overdue payments accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the date payment was due until the date of actual payment.
5.6 Taxes
All fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and levies imposed by any governmental authority, excluding taxes based on Cloud Posse's net income.
5.7 Suspension for Non-Payment
Cloud Posse may suspend Customer's access to the Service if any invoiced amount remains unpaid for more than fifteen (15) days past the due date, provided Cloud Posse gives Customer at least five (5) days' prior written notice of the intended suspension.
6. Service Level Agreement
6.1 Uptime Commitment
Cloud Posse commits to maintaining 99.9% uptime for cloud-hosted Service instances for customers on paid plans (Starter, Team, and Enterprise). The Free tier is provided on a best-effort basis without an uptime commitment.
6.2 Service Credits
If Cloud Posse fails to meet the uptime commitment, eligible customers may request service credits as described in the full Service Level Agreement.
6.3 Full SLA Terms
The complete Service Level Agreement, including uptime calculation methodology, exclusions, service credit schedules, and incident management procedures, is available at Service Level Agreement and is incorporated into this Agreement by reference.
7. Support
7.1 Support by Tier
Cloud Posse provides support in accordance with the Customer's pricing tier:
- Free: Community support via public Slack channels and documentation.
- Starter: Email support during business hours (Monday–Friday, 9:00 AM – 5:00 PM PT).
- Team: Email support during business hours with prioritized response times.
- Enterprise: Dedicated support via Slack Connect with designated support contacts and prioritized response times.
7.2 Full Support Terms
The complete Support Terms, including response time commitments, support scope, and escalation procedures, are available at Support Terms and are incorporated into this Agreement by reference.
8. Warranties and Disclaimers
8.1 Cloud Posse Warranties
Cloud Posse warrants that:
- The Service will perform materially in accordance with the Documentation during the Subscription Term;
- Cloud Posse will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards; and
- Cloud Posse has the authority to enter into this Agreement and to grant the rights set forth herein.
8.2 Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CLOUD POSSE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLOUD POSSE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
9. Limitation of Liability
9.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUD POSSE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CLOUD POSSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.2 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Exceptions
The limitations in Sections 9.1 and 9.2 do not apply to: (a) either party's indemnification obligations under Section 10; (b) either party's breach of its confidentiality obligations under Section 13; (c) Customer's breach of Section 3 (Restrictions) or Section 15 (Acceptable Use Policy); or (d) either party's willful misconduct or gross negligence.
9.4 Basis of the Bargain
The limitations of liability in this Section 9 reflect the allocation of risk between the parties and form an essential basis of the bargain between them. Neither party would enter into this Agreement without these limitations.
10. Indemnification
10.1 By Cloud Posse
Cloud Posse will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from any claim that the Service, as provided by Cloud Posse and used in accordance with this Agreement, infringes or misappropriates a third party's intellectual property rights.
Exclusions. Cloud Posse's indemnification obligations do not apply to the extent a claim arises from: (a) Customer's modification of the Service; (b) Customer's combination of the Service with materials not provided by Cloud Posse; (c) Customer's use of the Service in violation of this Agreement; or (d) Customer's continued use of a version of the Service after being notified to upgrade.
10.2 By Customer
Customer will defend, indemnify, and hold harmless Cloud Posse and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's or its Authorized Users' misuse of the Service; (b) Customer's violation of this Agreement, including the Acceptable Use Policy; or (c) Customer Data that infringes or misappropriates a third party's rights.
10.3 Indemnification Procedure
The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense.
11. Termination
11.1 Termination for Convenience
Customer may terminate this Agreement at the end of the current Subscription Term by providing written notice of non-renewal before the start of the renewal period.
11.2 Termination for Cause
Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
11.3 Termination for Insolvency
Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency or receivership; (b) makes a general assignment for the benefit of creditors; or (c) ceases to conduct business in the ordinary course.
11.4 Effect of Termination
Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Service immediately ceases; (b) each party shall return or destroy the other party's Confidential Information; and (c) the provisions of Sections 1, 3, 4.1, 5 (for accrued obligations), 8.2, 9, 10, 12, 13, 17, and 18 shall survive.
12. Data Handling on Termination
12.1 Data Export Window
Following termination or expiration of this Agreement, Cloud Posse will make Customer Data available for export for a period of thirty (30) days ("Export Window"). During the Export Window, Customer may retrieve its data through the Service's standard export functionality or by contacting Cloud Posse support.
12.2 Data Deletion
After the Export Window expires, Cloud Posse may delete all Customer Data from its systems in accordance with its standard data retention practices. Cloud Posse will have no obligation to retain Customer Data beyond the Export Window, except as required by applicable law.
12.3 Assistance
Upon Customer's reasonable request during the Export Window, Cloud Posse will provide reasonable assistance with data export at Cloud Posse's then-current professional services rates, unless otherwise specified in the applicable Order.
13. Confidentiality
13.1 Obligations
Each party (as "Receiving Party") agrees to: (a) hold the other party's (as "Disclosing Party") Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section; and (c) use such Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement.
13.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
13.3 Compelled Disclosure
The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice (to the extent legally permitted); (b) cooperates with the Disclosing Party's efforts to seek protective treatment; and (c) discloses only the minimum amount of Confidential Information required.
13.4 Survival
The obligations under this Section 13 shall survive termination or expiration of this Agreement for a period of three (3) years.
14. Data Processing
14.1 Privacy Policy
Cloud Posse collects and processes personal data as described in our Privacy Policy, which is incorporated into this Agreement by reference.
14.2 GDPR Compliance
For customers subject to the European Union General Data Protection Regulation (GDPR), Cloud Posse processes personal data as a data processor on behalf of the Customer (as data controller). Cloud Posse will enter into a Data Processing Addendum upon Customer's request, incorporating the Standard Contractual Clauses as applicable.
14.3 CCPA Compliance
For customers subject to the California Consumer Privacy Act (CCPA), Cloud Posse acts as a "service provider" and processes personal information only for the business purposes specified in this Agreement. Cloud Posse does not sell personal information.
14.4 Subprocessors
Cloud Posse may engage subprocessors to assist in providing the Service. Cloud Posse maintains a list of current subprocessors and will provide reasonable advance notice of changes to its subprocessors. Customer may object to a new subprocessor by providing written notice within thirty (30) days.
15. Acceptable Use Policy
15.1 Prohibited Conduct
Customer and its Authorized Users shall not use the Service to:
- Violate any applicable law, regulation, or third-party rights;
- Transmit malicious code, viruses, or harmful content;
- Interfere with or disrupt the integrity or performance of the Service or its infrastructure;
- Attempt to gain unauthorized access to the Service, other accounts, or related systems or networks;
- Conduct security testing, penetration testing, or vulnerability scanning of the Service without Cloud Posse's prior written authorization;
- Generate excessive automated load that degrades the Service for other customers; or
- Use the Service to store or transmit content that is defamatory, obscene, or otherwise objectionable.
15.2 Enforcement
Cloud Posse may suspend Customer's access to the Service if Cloud Posse reasonably determines that Customer's use violates this Acceptable Use Policy. Cloud Posse will provide reasonable prior notice and an opportunity to cure, except where immediate suspension is necessary to prevent harm to the Service, other customers, or third parties.
16. Force Majeure
16.1 Excuse of Performance
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by events beyond the affected party's reasonable control, including but not limited to: natural disasters, war, terrorism, riots, pandemics, epidemics, government actions or orders, internet or telecommunications failures, power outages, fire, flood, or failures of third-party hosting or cloud service providers.
16.2 Notice and Mitigation
The affected party shall: (a) provide prompt written notice to the other party describing the force majeure event and its expected duration; and (b) use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as practicable.
16.3 Extended Force Majeure
If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice without liability, subject to Section 12 (Data Handling on Termination).
17. Governing Law and Dispute Resolution
17.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles.
17.2 Jurisdiction
Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any disputes arising out of or relating to this Agreement.
17.3 Waiver of Jury Trial
EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
17.4 Attorneys' Fees
In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
18. General Provisions
18.1 Entire Agreement
This Agreement, together with all Orders, the Service Level Agreement, Support Terms, Privacy Policy, and any Data Processing Addendum, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.
18.2 Amendments
Cloud Posse may update this Agreement from time to time. Material changes will be communicated to Customer via email or notice through the Service at least thirty (30) days before they take effect. Continued use of the Service after the effective date of the updated Agreement constitutes acceptance of the changes.
18.3 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
18.4 No Waiver
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
18.5 Assignment
Customer may not assign this Agreement without Cloud Posse's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets. Cloud Posse may assign this Agreement without restriction. Any attempted assignment in violation of this Section is void.
18.6 Notices
All notices under this Agreement must be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier, addressed to the party at the address specified in the applicable Order or to such other address as the party may designate in writing.
18.7 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
18.8 Export Compliance
Customer shall comply with all applicable export control laws and regulations in its use of the Service.
19. Contact Information
For questions about this Agreement, please contact:
Cloud Posse, LLC Email: legal@cloudposse.com
Last updated: March 2025