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HumanCloud Network

Terms of Service

Effective: December 5, 2025

This HumanCloud Terms of Service (the "Agreement") is entered into by SilverAspen Inc. ("HumanCloud") and the entity or person agreeing to these terms ("Customer") and governs the Customer's access to and use of the Services available at humancloud.network and its affiliated networks and domains (including morel.network, morel.id, and other associated service domains).

This Agreement is effective when the Customer clicks to accept it, executes an Order Form that references this Agreement, or accesses or uses the Services (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

1. Provision of the Services

1.1 Services Use

During the Term, HumanCloud will provide the Services in accordance with the Agreement, including the SLAs, and Customer may use the Services, and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with the Agreement.

1.2 Admin Console

Customer will have access to the Admin Console, through which Customer may manage its use of the Services.

1.3 Accounts

Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. HumanCloud has no obligation to provide multiple accounts to Customer.

1.4 Modifications

(a) To the Services.** HumanCloud may make commercially reasonable updates to the Services from time to time. HumanCloud will inform Customer if HumanCloud makes a material change to the Services that has a material impact on Customer's use of the Services provided that Customer has subscribed with HumanCloud to be informed about such change.

(b) To the Agreement.** HumanCloud may make changes to this Agreement (including the URL Terms) and pricing from time to time. Unless otherwise noted by HumanCloud, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality or the Data Processing and Security Terms, or are required by applicable law, in which case they will be effective immediately.

(c) To the URL Terms.** HumanCloud may change the URL Terms from time to time. Changes to URL Terms will take effect in accordance with Section 1.4(b).

(d) To the Cloud Data Processing Addendum.** HumanCloud may only change the Cloud Data Processing Addendum where such change is required to comply with applicable law, is expressly permitted by the Cloud Data Processing Addendum, or: (i) is commercially reasonable; (ii) does not result in a degradation of the overall security of the Services; (iii) does not expand the scope of or remove any restrictions on HumanCloud's processing of Customer Personal Data; and (iv) does not otherwise have a material adverse impact on Customer's rights under the Cloud Data Processing Addendum.

1.5 Software

HumanCloud may make Software available to Customer, including third-party software. Customer's use of any Software is subject to the applicable provisions in the Service Specific Terms.

1.6 Use of Test Environments (Devnet, Testnet, Futurenet)

Customer acknowledges that access to Test Environments (e.g., Algalon, Deepholm) is provided "AS IS" and "AS AVAILABLE." Unlike the Mainnet (Morel), these environments are experimental, may be unstable, and may contain bugs.

  • No Warranty: HumanCloud makes no service level agreements (SLAs) or uptime guarantees regarding Test Environments.
  • Data Resets: HumanCloud reserves the right to wipe, reset, or rollback data and transactions on Test Environments at any time without notice.
  • No Value: Tokens or assets used on Test Environments have no monetary value and cannot be exchanged for real currency or Mainnet assets.

2. Payment Terms

2.1 Payment Methods

Customer may pay for the Services by (a) purchasing prepaid service credits ("Service Credits") or (b) if approved by HumanCloud, via invoiced billing ("Credit Terms"). Unless Customer has been approved for Credit Terms, Services are provided strictly on a prepaid basis.

2.2 Prepaid Service Credits

(a) Usage.** Fees for the use of Services will be deducted automatically from Customer's Service Credit balance at the time of usage, based on the then-current pricing.

(b) Balance Requirements.** Customer is responsible for maintaining a sufficient balance of Service Credits. If the balance reaches zero, HumanCloud reserves the right to immediately suspend the Services or reject transaction requests until additional Service Credits are purchased.

(c) No Refunds.** Except as required by applicable law, all purchases of Service Credits are final and non-refundable. Service Credits have no monetary value outside of the Services.

2.3 Credit Terms (Invoiced Billing)

(a) Application.** Customer may apply for Credit Terms to pay for Services in arrears. HumanCloud may approve or deny such application in its sole discretion and may set a maximum credit limit ("Credit Limit").

(b) Invoicing.** If approved, HumanCloud will invoice Customer monthly for all Services consumed during the previous month. Customer will pay all invoiced amounts within thirty (30) days of the invoice date (Net 30).

(c) Credit Limit.** If Customer exceeds the assigned Credit Limit, HumanCloud may suspend the Services or require an immediate interim payment to reduce the balance.

(d) Revocation.** HumanCloud reserves the right to revoke Credit Terms at any time. If Credit Terms are revoked, Customer must immediately settle any outstanding balance and switch to the Prepaid Service Credits model to continue using the Services.

2.4 Taxes

Customer is responsible for any Taxes, and Customer will pay HumanCloud for the Services without any reduction for Taxes. If Customer is required by law to withhold any Taxes from its payments to HumanCloud, Customer must provide HumanCloud with an official tax receipt or other appropriate documentation to support such payments.

2.5 Invoice Disputes

Any invoice or usage disputes must be submitted within thirty (30) days of the charge or invoice date. If the parties determine that billing inaccuracies are attributable to HumanCloud, HumanCloud will issue a credit memo (or Service Credit refund) specifying the incorrect amount.

2.6 Overdue Payments

If Customer's payment is overdue (for Invoiced Billing) or if a charge for Service Credits is declined, HumanCloud may: (i) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the due date until paid in full; and (ii) Suspend the Services until the account is brought current.

3. Customer Obligations

3.1 Compliance

Customer is solely responsible for its Customer Applications, Projects, and Customer Data and for making sure its Customer Applications, Projects, and Customer Data comply with the AUP. HumanCloud reserves the right to review the Customer Applications, Projects, and Customer Data for compliance with the AUP.

3.2 Privacy

Customer is responsible for any consents and notices required to permit (a) Customer's and Customer End Users' use and receipt of the Services and (b) HumanCloud's accessing, storing, and processing of data provided by Customer (including Customer Data) under the Agreement.

3.3 Restrictions

Customer will not, and will not allow Customer End Users to: (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services; (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; or (iii) to engage in cryptocurrency mining without HumanCloud's prior written approval.

4. Suspension

4.1 AUP Violations

If HumanCloud becomes aware that Customer's or any Customer End User's use of the Services violates the AUP, HumanCloud will give Customer notice of the violation by requesting that Customer correct the violation. If Customer fails to correct the violation within 24 hours of HumanCloud's request, then HumanCloud may suspend all or part of Customer's use of the Services until the violation is corrected.

4.2 Other Suspension

HumanCloud may immediately Suspend all or part of Customer's use of the Services if: (a) HumanCloud reasonably believes Customer's or any Customer End User's use of the Services could adversely impact the Services; (b) there is suspected unauthorized third-party access to the Services; (c) HumanCloud reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions) or 2.4 (Overdue Payments).

5. Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features within the Services

5.1 Reservation of Rights

Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's Intellectual Property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications, and HumanCloud owns all Intellectual Property Rights in the Services and Software.

5.2 Feedback

If Customer or its Affiliates provides HumanCloud or its Affiliates with any feedback or suggestions regarding the Services or Software, HumanCloud and its Affiliates may use that information without obligation to Customer or its Affiliates.

6. Technical Support Services

6.1 By HumanCloud

Subject to payment of applicable Support Fees, HumanCloud will provide TSS to Customer during the Term in accordance with the TSS Guidelines.

7. Confidential Information

7.1 Obligations

The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose confidential Information only to its affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential.

7.2 Required Disclosure

The recipient or its affiliate may also disclose confidential information to the extent required by applicable legal process; provided that the recipient or its affiliate uses commercially reasonable efforts to: (a) promptly notify the other party before any such disclosure of its Confidential Information; and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure.

8. Term and Termination

8.1 Agreement Term

The term of this Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated as set forth in this Section 8.

8.2 Termination for Breach

To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if: (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach; or (b) the other party ceases its business operations or becomes subject to insolvency proceedings.

8.3 Termination for Inactivity

HumanCloud reserves the right to terminate the Agreement and the provision of the Services upon 30 days' advance notice if, for a period of 60 days (a) Customer has not accessed the Admin Console or the Services and (b) Customer has not incurred any Fees for such Services.

8.4 Termination for Convenience

Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. HumanCloud may terminate this Agreement for its convenience at any time without liability to Customer.

8.5 Termination Due to Applicable Law

HumanCloud may terminate this Agreement immediately on written notice if HumanCloud reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused HumanCloud to violate any Anti-Bribery Laws or Export Control Laws.

8.6 Refunds

Unless expressly stated otherwise in this Agreement, termination under any section of this Agreement will not oblige HumanCloud to refund any Fees.

8.7 Effect of Termination or Non-Renewal

If the Agreement is terminated or not renewed, then: (a) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (b) all Fees owed by Customer to HumanCloud are immediately due upon receipt of the final electronic bill; (c) Customer will delete the Software, any Customer Application, and any Customer Data; and (d) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

9. Publicity

Customer may state publicly that it is a HumanCloud customer and display HumanCloud Brand Features in accordance with the Trademark Guidelines. HumanCloud may use Customer's name and Brand Features in online or offline promotional materials of the Services.

10. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HUMANCLOUD AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. HUMANCLOUD AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES.

11. Limitation of Liability

11.1 Limitation on Indirect Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR HUMANCLOUD'S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

11.2 Limitation on Amount of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR HUMANCLOUD'S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO HUMANCLOUD UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

12. Indemnification

12.1 By Customer

Customer will defend HumanCloud and its Affiliates against Indemnified Liabilities arising out of any Third-Party Legal Proceeding to the extent arising from: (a) any Customer Application, Project, or Customer Data; or (b) Customer's or Customer End Users' use of the Services in violation of the AUP.

12.2 By HumanCloud

HumanCloud will defend Customer and its Affiliates against Indemnified Liabilities arising out of any Third-Party Legal Proceeding to the extent arising from an Allegation that Customer's use of (a) HumanCloud's technology used to provide the Services or (b) any HumanCloud Brand Feature infringes or misappropriates the third party's Intellectual Property Rights.

13. Data Protection

13.1 Data Processing

To the extent HumanCloud processes any Customer Personal Data on Customer's behalf in the provision of the Services, the Cloud Data Processing Addendum applies and is hereby incorporated by reference.

14. Miscellaneous

14.1 Notices

All notices must be in writing and addressed to the other party's legal department and primary point of contact. The email address for notices being sent to HumanCloud's Legal Department is legal@silveraspen.com. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

14.2 Assignment

Neither party may assign any part of this Agreement without the other party's written consent, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them.

14.3 Export Compliance

The Services may be subject to export and import laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer will not permit Customer End Users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

14.4 Change of Control

If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.

14.5 Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

14.6 Subcontracting

HumanCloud may subcontract obligations under this Agreement but will remain liable to Customer for any subcontracted obligations.

14.7 No Agency

This Agreement does not create any agency, partnership, or joint venture between the parties.

14.8 No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

14.9 Severability

If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

14.10 No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

14.11 Equitable Relief

Nothing in this Agreement will limit either party's ability to seek equitable relief.

14.12 U.S. Governing Law

(a) For U.S. City, County, and State Government Entities.** If Customer is a U.S. city, county, or state government entity, then this Agreement will be silent regarding governing law and venue.

(b) For U.S. Federal Government Entities.** If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

(c) For All Other Entities.** If Customer is any entity not identified in Section 14.12(a) or (b), then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

14.13 Amendments

Except as stated in Sections 1.4(b), 1.4(c) or 1.4(d), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

14.14 Survival

The following Sections will survive expiration or termination of this Agreement: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features within the Services), Section 7 (Confidential Information), Section 8.7 (Effect of Termination or Non-Renewal), Section 11 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), and Section 14 (Miscellaneous).

14.15 Entire Agreement

This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into this Agreement. After the Effective Date, HumanCloud may provide an updated URL in place of any URL in this Agreement.

14.16 Conflicting Terms

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Cloud Data Processing Addendum, any applicable Order Form, the remainder of this Agreement (excluding the URL Terms), and the URL Terms (excluding the Cloud Data Processing Addendum).

14.17 Headers

Headings and captions used in this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement.

14.18 Conflicting Languages

If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation. Unless otherwise specified, all references to "$" in this Agreement refer to United States dollars.

15. Definitions

  • "Account" means Customer's HumanCloud Platform account.
  • "Admin Console" means the online console(s) and/or tool(s) provided by HumanCloud to Customer for administering the Services.
  • "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
  • "Allegation" means an unaffiliated third party's allegation.
  • "Anti-Bribery Laws" means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, which prohibit corrupt offers of anything of value to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage.
  • "AUP" means the Acceptable Use Policy for the Services.
  • "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
  • "Cloud Data Processing Addendum" means the then-current terms describing data processing and security obligations with respect to Customer Personal Data.
  • "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
  • "Control" means control of greater than 50 percent of the voting rights or equity interests of a party.
  • "Customer Application" means a software program that Customer creates or hosts using the Services.
  • "Customer Data" means data provided to HumanCloud by Customer (or at Customer's direction) via the Services under the Account.
  • "Customer End Users" means the individuals who Customer permits to use the Services or Customer Application.
  • "Customer Personal Data" means the personal data processed by HumanCloud on behalf of Customer pursuant to the Cloud Data Processing Addendum.
  • "Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
  • "Fee Accrual Period" means a calendar month or another period specified by HumanCloud in the Admin Console.
  • "Fees" means the applicable fees for each Service and any applicable Taxes.
  • "High Risk Activities" means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage (such as operation of nuclear facilities, air traffic control, life support systems, or weaponry).
  • "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.
  • "including" means including but not limited to.
  • "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
  • "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
  • "Legal Process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
  • "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
  • "Notification Email Address" means the email address(es) designated by Customer in the Admin Console.
  • "Order Form" means an order form or other ordering document issued by HumanCloud or executed by Customer and HumanCloud specifying the Services HumanCloud will provide to Customer under this Agreement.
  • "Payment Due Date" means 30 days from the invoice date.
  • "Project" means a collection of HumanCloud Platform resources configured by Customer via the Services.
  • "Services" means the HumanCloud services and software provided under this Agreement.
  • "SLA" means each of the then-current service level agreements.
  • "Software" means any downloadable tools, software development kits or other such computer software provided by HumanCloud in connection with the Services, which may be downloaded by Customer, and any updates HumanCloud may make to such Software from time to time.
  • "Suspend" or "Suspension" means disabling access to or use of the Services or components of the Services.
  • "Taxes" means all government-imposed taxes, except for taxes based on HumanCloud's net income, net worth, asset value, property value, or employment.
  • "Term" has the meaning stated in Section 8.1 (Agreement Term) of this Agreement.
  • "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
  • "Trademark Guidelines" means HumanCloud's guidelines for third party use of HumanCloud Brand Features.
  • "TSS" means the technical support services provided by HumanCloud to Customer under the TSS Guidelines.
  • "TSS Guidelines" means HumanCloud's technical support services guidelines then in effect for the Services.
  • "URL Terms" means, collectively, the AUP, Cloud Data Processing Addendum, Service Specific Terms, SLAs, and TSS Guidelines.