Updated On: 05 October 2025

End User License Agreement

IMPORTANT — READ CAREFULLY.
This End User License Agreement (“Agreement”) is a legal agreement between you (“You” or “Customer”) and Cloudize Pty Ltd (“Cloudize”, “we”, “us”, or “our”), the operator of Professionalize.com. It governs your use of Cloudize software, hosted services, AI agents, APIs, SDKs, documentation, and related materials (collectively, the “Product”).

The Product is licensed, not sold. By installing, accessing, or using the Product, You agree to be bound by this Agreement. If You do not agree, do not install or use the Product.

1. DEFINITIONS

1.1 “API” means an application programming interface made available by Cloudize to interoperate with the Product.

1.2 “Cloudize” means Cloudize Pty Ltd and its subsidiaries.

1.3 “Hosted Services” means cloud-based or managed services (including Professionalize AI Agents and dashboards) that are accessed remotely and not delivered as on-premise software.

1.4 “AI Agent(s)” means Professionalize agents that perform tasks autonomously or semi-autonomously, including via APIs or workflows.

1.5 “AI Output(s)” means text, code, images, or other results generated by the Product or AI Agents for You.

1.6 “Developer” means Your employee or contractor authorized to build solutions using the Product.

1.7 “End User Software” means Your application that incorporates permitted parts of the Product in accordance with this Agreement and adds substantial, independent functionality.

1.8 “License File” means a file or key enabling the Product beyond evaluation limits (including temporary keys).

1.9 “Maintenance Subscription” means time-bound access to updates and fixes.

1.10 “Plan” means the bundle of entitlements (seats, usage, features, support) shown on the Site or in an Order.

1.11 “Order” means a mutually accepted order form or online checkout describing the Plan, term, and pricing.

1.12 “Subscription Term” means the period of authorized access for Hosted Services or APIs.

1.13 “Updates” means patches, fixes, enhancements, and new versions Cloudize may make available.

1.14 “You” or “Customer” means the purchaser or user, an individual or a single legal entity.

2. GRANT OF LICENSE AND ACCESS

2.1 Hosted Services.
Subject to this Agreement and timely payment of applicable fees, Cloudize grants Customer a limited, non-exclusive, non-transferable right to access and use the Hosted Services during the Subscription Term, strictly in accordance with the entitlements and limits of Customer’s selected Plan or Order (including seats, usage caps, and features).
The applicable Order controls over any conflicting Plan page or general Site documentation.

2.2 API Access (Metered).
Where Customer purchases API access, Cloudize grants Customer the right to invoke the APIs during the Subscription Term subject to usage-based billing, rate limits, and the Acceptable Use Policy. API credentials are confidential and may not be shared outside Customer’s organization.

2.3 Enterprise Options.
Additional deployment and redistribution rights (including Private Cloud/VPC, On-Prem Software, or OEM/Embedded use) are available only where expressly stated in the applicable Order and supplemental terms. Absent such Order, no redistribution or embedding rights are granted.

2.4 Evaluation/Trials.
Evaluation access is limited to non-production testing for the period specified by Cloudize and must not be used for commercial purposes.

2.5 Restrictions.
Except to the extent permitted by law, Customer shall not: (a) reverse engineer or attempt to extract models or weights; (b) resell, sublicense, or provide the Hosted Services to third parties except as expressly permitted; (c) use the Product to build a substitute or competing service; (d) exceed Plan limits; or (e) violate the Acceptable Use Policy.

2.6 Reservation of Rights.
Cloudize and its licensors retain all rights not expressly granted.

3. OTHER RIGHTS AND LIMITATIONS

3.1. Your License File or access credentials must be protected to prevent unauthorized use or distribution.

3.2. Cloudize provides support for the Product but is not responsible for supporting any End User Software built with it.

3.3. The names “Cloudize” and “Professionalize” must not be used to endorse or promote any third-party software without prior written permission. For permission, contact sales@professionalize.com.

3.4. Suspension.
Cloudize may suspend or limit access to the Product to protect security, maintain integrity, comply with law, or address misuse or policy violations.

4. AI OUTPUTS AND ACCEPTABLE USE

4.1 AI Outputs and IP.
As between the parties and subject to third-party rights, You own AI Outputs generated for You. Cloudize retains all rights in the Product, models, and agents. You are responsible for evaluating Outputs and implementing appropriate human review where material risks exist.

4.2 Prohibited Uses.
You shall not use the Product to: (a) violate law or third-party rights; (b) generate or disseminate deceptive or harmful content; (c) operate in high-risk environments; (d) attempt to extract model weights or underlying source; or (e) circumvent usage limits.

4.3 AUP.
Use of the Product must comply with Cloudize’s Acceptable Use Policy, as updated periodically.

4.4 Model Improvement.
Unless expressly agreed in an Order or enabled by You in Product settings, Customer Data and AI Outputs are not used to train or improve Cloudize’s foundation models. Operational telemetry may be processed to secure and enhance the Product as described in the Privacy Policy.

5. FEES AND PAYMENT

5.1 Currency.
All amounts are in U.S. dollars unless stated otherwise.

5.2 Subscription Fees.
You agree to pay fees according to your Plan or Order. Metered Products are billed monthly based on usage in the prior 30 days. All fees are non-refundable unless required by law or expressly stated.

5.3 Taxes.
Fees are exclusive of applicable taxes, which You are responsible for paying unless exempt by law.

6. MAINTENANCE AND SUPPORT

6.1 Updates.
Cloudize may provide updates, patches, and enhancements at its discretion.

6.2 Support.
Support levels (community, standard, enterprise) and response targets are published on professionalize.com or specified in Your Order. Cloudize may modify support offerings for legal, security, or operational reasons.

6.3 Product Migrations.
Cloudize may merge or split Products. Customers with active subscriptions will receive corresponding access without additional charge.

7. DELIVERY

The Product and materials are delivered electronically. For Hosted Services, access is provided through Your online account. Customers are responsible for retaining backups of any downloadable components.

Product information and documentation are available at https://professionalize.com.

8. INTELLECTUAL PROPERTY RIGHTS

All title and intellectual property rights in and to the Product (including AI models, software, documentation, graphics, code, and materials) remain the property of Cloudize or its licensors.
All rights not expressly granted are reserved.

9. CONFIDENTIALITY

Each Party may receive non-public, proprietary information (“Confidential Information”).
Both Parties agree to:
(a) use it solely for purposes under this Agreement;
(b) protect it with the same degree of care as their own confidential data; and
(c) disclose it only to employees or contractors bound by confidentiality obligations.

Disclosure required by law is permitted, provided prompt notice is given to allow protective actions.

10. LIMITED WARRANTY AND DISCLAIMER

10.1 Hosted Services and Evaluation Versions.
Hosted Services and Evaluation Versions are provided “AS IS” without warranties of any kind.

10.2 Software Warranty.
For downloadable paid Products, Cloudize warrants for 30 days from purchase that the Product will perform substantially as described in its documentation when used as directed.

10.3 Disclaimer.
Except as expressly stated, Cloudize disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation.

10.4 High-Risk Use.
The Product is not designed for critical systems such as medical, nuclear, or air traffic control environments, and Cloudize disclaims all liability for such uses.

11. EXCLUSIVE REMEDY

Your exclusive remedy for any breach of warranty is replacement of the Product or refund of paid fees, at Cloudize’s discretion.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Damages.
To the fullest extent permitted by law, neither Party will be liable for indirect, incidental, special, or consequential damages, including lost profits or data, even if advised of the possibility.

12.2 Liability Cap.
Cloudize’s total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Customer for the Product giving rise to the claim in the twelve (12) months immediately preceding the first event giving rise to liability.
For free or evaluation access, Cloudize’s liability is limited to USD $100. Multiple claims do not enlarge this cap.

12.3 Force Majeure.
Cloudize is not liable for delays or failures due to causes beyond its reasonable control, including natural disasters, acts of war, or government restrictions.

13. INDEMNIFICATION

13.1 Customer Indemnity.
You agree to indemnify and hold Cloudize harmless from claims arising out of Your misuse of the Product or Your End User Software.

13.2 Cloudize Indemnity.
Cloudize will defend and indemnify You from third-party claims alleging that the Product infringes a valid intellectual property right, provided You promptly notify Cloudize and allow it sole control of the defense and settlement.
If infringement is found, Cloudize may (a) obtain the right for You to continue use, (b) modify the Product, or (c) refund unused prepaid fees.
This is Cloudize’s entire liability for infringement.

14. EXPORT CONTROL AND SANCTIONS

You represent that You are not subject to sanctions and will not export, re-export, or permit access to the Product in violation of applicable export or sanctions laws.

15. BETA OR PREVIEW FEATURES

Beta or preview features are provided “AS IS,” may be changed or discontinued at any time, and are excluded from warranties and SLAs.

16. FEEDBACK

If You provide feedback or suggestions, You grant Cloudize a worldwide, royalty-free, perpetual license to use such feedback without restriction.

17. GOVERNING LAW

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of laws.
Any disputes shall be resolved exclusively in the courts located in New South Wales.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. PUBLICITY

Cloudize may include Your name and logo in customer lists and case studies only with Your prior written consent (email sufficient).
You may revoke consent at any time for future materials.

19. NOTICES

Cloudize is a paperless company.
Legal notices to Cloudize must be sent to legal@professionalize.com.
Cloudize may provide notices to You via the account email or through the Product interface.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between You and Cloudize regarding the Product and supersedes all prior communications.

In case of conflict, the following order of precedence applies:
(1) the applicable Order (including addenda),
(2) this Agreement,
(3) the Plan page and other Site documentation.

Do not modify this Agreement.
Enterprise customers seeking negotiated terms should contact sales@professionalize.com.