1. Agreement to these terms
These Terms form an agreement between Cloudray (HK) Limited (鐳雲（香港）有限公司), Hong Kong Business Registration No. 72775485 (“Cloudray”, “we”, “us”), and the business or individual accepting them (“Customer”, “you”). By expressly accepting these Terms when onboarding or accepting an Order, or using the Service after these Terms have been presented to you, you agree to them. If you do not agree, do not activate or use the Service.
A person accepting for a company represents that they have authority to bind it. The contracting customer is that company, not merely the employee operating its account. Amazon is not a party to this agreement. Nothing here represents Amazon approval, certification, partnership or endorsement of CloudrayAI.
2. Definitions
Service means the CloudrayAI application and the reporting, reconciliation and support services included in an accepted Order. Order means a written quotation, order form or statement of work identifying the Customer, services, fees, currency and term that both parties accept, including through a recorded email acceptance. Selling Partner Data means information made available through SP-API for your authorized services and related seller-specific reports we produce. Authorization means your permission granted through Amazon's official authorization process and the express written processing instructions in this agreement, the DPA and accepted Orders. Subscription Term means the fixed service period stated in an Order; the term does not imply automatic renewal. SP-API means Amazon's Selling Partner API. Seller Central means Amazon's seller account portal. Amazon Policies means the Amazon policies and agreements applicable to the relevant access, including its Data Protection Policy, Acceptable Use Policy and Solution Provider Portal Agreement. DPA means the CloudrayAI Data Processing Addendum incorporated by section 11.
3. Eligibility and accounts
The Service is for business use by persons aged at least 18 with legal capacity and authority over the relevant business account. Amazon-connected features require an eligible Amazon selling account and valid Authorization. Accounts are invitation-only and use one-time login links; there is no self-service registration or password-based CloudrayAI login.
Provide accurate account and billing details and promptly update them. Protect your email account, login links, devices and sessions. Do not share login links or permit unauthorized persons to use an account. You are responsible for actions of users you authorize, subject to our responsibility for our own breach or security failures. Notify rayner@cloudrayai.com immediately of suspected unauthorized access. We will never ask you to provide your Amazon password.
4. Description of the service
CloudrayAI provides seller-specific profit and fee analytics, order and settlement reporting, FBA inventory reconciliation, and marketplace discovery to scope data retrieval. The Services page describes applicable data categories and roles. Listing and fee insights, price monitoring, and traffic and promotion analytics are planned features unless expressly identified as available in an accepted Order. Roadmap statements are not delivery commitments.
We perform the agreed services with reasonable care and skill. Reports depend on available Amazon records, synchronization, your business inputs and the calculations described for the feature. They may contain delays or errors and require your review. Unless a signed Order expressly provides otherwise, we give no fixed uptime percentage, recovery-time commitment or service-credit SLA. Ordinary support is available Monday–Friday, 09:00–18:00 UTC+8, with a target response within one business day, not a guaranteed resolution time. This does not reduce mandatory security or data protection duties.
We may maintain and improve features. We will give at least 30 days' notice of a material reduction in paid functionality or discontinuance, where reasonably possible. Earlier changes may be necessary for law, security or Amazon requirements. If a change materially prevents the agreed use, you may terminate the affected service and receive a proportionate refund of prepaid fees for the unused period. An Order may provide more favorable commitments.
Our employees, agents and contractors may process or access relevant data as necessary for delivery, support, maintenance and security, subject to the DPA and applicable provider schedule. Any AI-assisted calculation must be disclosed in the applicable service description before use. We do not use Amazon data or materials to train, develop or improve models.
5. Amazon account authorization
You instruct us in writing, through acceptance of these Terms, the DPA and the relevant Order, to retrieve the specified data from the Amazon accounts you connect; organize and retain it only as necessary; reconcile it with your supplied inventory and cost inputs; produce the agreed seller-specific reports; provide those reports to you and your authorized users acting for the same Customer; resolve relevant support requests; and return or delete data as required. These instructions do not authorize actions for an unrelated seller or independent use of your data.
We act as your processor for customer personal data processed on your behalf, within your express written instructions and applicable law. Authorization is limited to the permissions Amazon grants and the agreed purpose. It does not permit us to alter listings, prices, account settings or orders unless you give a separate, specific written instruction and all applicable approvals exist. A planned repricing-analytics feature is not permission to change prices.
You may revoke access at any time in Seller Central under Apps and Services → Manage Your Apps, or Amazon's equivalent current menu. Revocation ends authority for further retrieval and may make reports unavailable or incomplete. It also triggers section 16's deletion requirements. Notify us if you also want to terminate your commercial Order; revoking API access does not authorize new charges or renewal, but does not by itself erase fees already earned.
You remain responsible for your agreements with Amazon. Amazon controls API availability, permissions and account eligibility and may change or withdraw access. We may not act on an instruction that violates Amazon Policies or law, even if you consent.
6. Acceptable use
You must not use the Service unlawfully, infringe rights, access another seller's data without authority, misrepresent your identity, disclose access credentials, inject malicious code, interfere with security, bypass access limits or API throttling, or ask us to circumvent Amazon's authorization or data restrictions. Do not scrape or resell the Service, sublicense account access, or reverse engineer it except to the extent a restriction is prohibited by mandatory law. These restrictions do not prevent your legitimate use of reports for your own business within Amazon Policies.
If we know or reasonably suspect that a user is using the Service in violation of its agreement with Amazon or in a way that causes a violation of our Amazon obligations, we may immediately block or suspend that user's access and notify Amazon, including through spapi-abuse@amazon.com where applicable. We may take proportionate protective action without advance notice where necessary. We will explain the action and review a reasonable challenge where doing so is lawful and does not compromise an investigation.
7. Customer responsibilities
Ensure you have authority and a lawful basis to provide business inputs and instruct processing. Provide required privacy notices and obtain legally necessary permissions from your personnel and other relevant individuals. Do not upload buyer PII or special-category, criminal-record or other unnecessary sensitive personal data to this reporting service.
Maintain the relevant Amazon account in good standing and promptly inform us of changes to your authority, connected accounts or instructions. Check reports before using them for financial, inventory, tax or operational decisions. Retain your own source records as required by law. Your responsibilities do not excuse our failure to perform the agreed services or comply with the DPA.
8. Fees and payment
Pricing is quotation-based. Before any paid service begins, we provide a written Order stating scope, price, billing frequency, currency, Subscription Term and any trial or setup fee. No fee arises merely from visiting the website, receiving an invitation or granting Amazon Authorization. Unless the Order states another currency, quotations and invoices are in US dollars (USD). Unless otherwise agreed, recurring services are billed monthly in advance and invoices are payable within 14 calendar days.
Any free trial must be expressly agreed in writing, including its scope and end date. A trial does not automatically become paid. Subscription Terms do not automatically renew. Continuation beyond the stated term requires a new written agreement; we may send a renewal quotation but silence is not acceptance. Price changes apply only to a newly accepted Order or renewal and are communicated at least 30 days before a proposed renewal where practicable.
Fees exclude applicable taxes unless stated otherwise. You pay taxes lawfully chargeable on the service, excluding taxes on our net income. If withholding is legally required, provide the relevant certificate and the parties will cooperate on lawful relief; no gross-up applies unless expressly agreed.
Raise billing disputes promptly with sufficient detail and pay undisputed amounts. We do not impose late-payment interest under these default Terms. We may suspend paid services for an undisputed amount remaining overdue after at least 14 days' written notice and an opportunity to remedy. Suspension does not extend any deletion deadline.
You may cancel a recurring service on 30 days' written notice or at the end of the agreed term if sooner. We refund prepaid recurring fees attributable to periods after cancellation takes effect within 30 days. Completed services and work actually performed remain payable; a separate project fee is refundable to the extent the corresponding work has not been performed, after accounting for specifically approved, non-cancellable third-party costs. If we terminate without your breach, or you terminate for our unremedied material breach, unused prepaid service fees are refunded. Mandatory refund rights prevail over these Terms.
9. Intellectual property
We and our licensors retain rights in the application, software, documentation and service methods. During the agreed term, we grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes within the Order. You may use your reports for those purposes subject to applicable Amazon rights and restrictions.
As between the parties, you retain your rights in your supplied data and business records. Amazon and other rightsholders retain their existing rights. You grant us only the limited rights necessary to perform your written instructions and obligations; this is not a license for advertising, cross-seller benchmarking, resale or model development. Optional feedback may be used to improve our service without payment, but this permission excludes Selling Partner Data, personal information and your confidential information unless separately and lawfully authorized. Neither party may use the other's marks as an endorsement without permission.
10. Confidentiality
Confidential Information includes non-public business, technical, financial and security information disclosed under this agreement and information reasonably understood to be confidential, including Selling Partner Data. Each party will use it only to perform or exercise rights under this agreement and protect it with reasonable care. Disclosure is limited to personnel and permitted providers with a need to know and appropriate confidentiality obligations.
Information independently developed without misuse, lawfully received without restriction, or publicly available without breach is excluded, as shown by the recipient. These exclusions do not override data protection law or Amazon restrictions. A legally compelled disclosure must be limited to what is required, with advance notice where lawful and reasonable assistance to seek protection.
These duties continue for three years after termination, and for trade secrets while they remain trade secrets. Duties protecting personal information and Selling Partner Data continue for as long as such data is retained and applicable law or Amazon Policies require. Confidentiality does not authorize longer retention.
11. Data protection
The Privacy Policy explains our information practices. The separate CloudrayAI Data Processing Addendum, including the processing details and approved provider schedule applicable to the Order, forms part of this agreement. It sets out express instructions, confidentiality, security, assistance, incident notification, audit, subprocessors, transfers and return or deletion obligations. The parties must complete any required transfer instrument before the relevant transfer begins.
We use Selling Partner Data only for the authorizing seller's agreed service and permitted purposes. We do not sell it, share it for advertising, use it to compete with the seller, or aggregate data across sellers' businesses or customers to provide or sell to any party. We do not use Amazon data or materials directly or indirectly to train, develop or improve AI or machine-learning models. A customer instruction cannot waive these restrictions.
Where data protection provisions conflict, mandatory transfer clauses prevail, followed by the DPA for processing matters. Nothing in an Order, these Terms or the DPA authorizes processing contrary to applicable Amazon Policies or mandatory law. We will suspend conflicting processing and seek a lawful resolution rather than interpret the contract as permission to breach those obligations.
12. Third-party services
The Service depends on Amazon and infrastructure providers. Their independent terms govern your direct use of their services. We are not responsible for Amazon's independent account decisions, policy changes or outages outside our reasonable control, but remain responsible for our own contractual duties, reasonable mitigation and providers to the extent required by the DPA or law.
This agreement is between you and Cloudray (HK) Limited. Amazon is not a contracting party and does not endorse, sponsor or guarantee CloudrayAI. References to Amazon describe compatibility and data sources only and do not grant trademark rights or authority to bind Amazon.
13. Disclaimers
Subject to our express commitments and mandatory law, the Service and reports are supplied “as is” and “as available”. To the extent legally permitted, we exclude implied warranties of merchantability, fitness for a particular purpose and non-infringement except as expressly provided in this agreement. We do not guarantee uninterrupted operation, complete or real-time data, sales, profit, rankings or other business outcomes.
Reports are operational information, not professional accounting, audit, investment, tax or legal advice. You should verify material decisions using source records and appropriate advisers. This section does not waive the reasonable-care obligation in section 4, the DPA, statutory rights, or responsibility for our own misconduct.
14. Limitation of liability
To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, punitive damages, or loss of anticipated profits or business opportunities arising from this agreement. Reasonable, direct costs of responding to a data incident or restoring affected data are not excluded merely because they concern data.
Except as stated below, each party's aggregate liability arising from this agreement, in contract, tort or otherwise, is capped at the greater of USD 1,000 and the total fees paid or payable under the affected Orders in the 12 months before the first event giving rise to the claim. For breach of confidentiality, data protection obligations, or an indemnity in section 15, a separate aggregate cap applies equal to twice that general cap; it replaces rather than adds to the general cap for those claims.
No exclusion or cap applies to fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or liability that applicable law does not permit to be limited. Payment of properly earned fees and refunds expressly owed are not reduced by the cap. This section does not limit a data subject's mandatory remedies, a regulator's powers, or obligations owed separately to Amazon. Any exclusion remains subject to applicable requirements of reasonableness and fairness.
15. Indemnification
You will defend us against a third-party claim that data you unlawfully supply, or your intentional unlawful or prohibited use of the Service, infringes that party's rights, and pay damages and reasonable costs finally awarded or included in a settlement you approve. This does not cover claims caused by our breach, unauthorized processing or misconduct.
We will defend you against a third-party claim that the CloudrayAI software we supply, used as authorized, infringes its copyright or trade secret rights, and pay damages and reasonable costs finally awarded or included in a settlement we approve. This excludes a claim caused by your modifications, unauthorized combinations, customer-supplied materials or continued infringing use after we provide a reasonable non-infringing alternative. We may obtain rights, modify or replace the affected feature, or terminate it and refund unused prepaid fees if the other options are not reasonably available.
The indemnified party must promptly notify the other, allow reasonable control of the defence and cooperate at the defending party's cost. Delayed notice reduces protection only to the extent it causes material prejudice. No settlement may admit the other party's fault, impose non-monetary obligations or fail to release it without consent, not unreasonably withheld. Section 14's applicable cap governs these contractual indemnities.
16. Term, suspension, and termination
This agreement begins when accepted and continues while an Order or account remains active. An Order ends at its stated expiry unless renewed by written agreement. You may close your account at any time; payment and cancellation are governed by section 8. Either party may terminate for material breach if it remains unremedied 14 days after written notice. We may terminate or suspend immediately where required by law or Amazon, where access is no longer authorized, or to address suspected serious misuse or security risks. We may end the Service for convenience on 30 days' notice, with the applicable refund.
On termination, your right to use the affected Service ends. Request any available report export before revoking access or closing the account. We will provide reasonable assistance using existing export functionality while processing remains authorized. We do not promise a post-revocation retrieval period or retrieve fresh Amazon data after revocation. Any legally permitted return after termination must fit within the deletion deadline and must not restore unauthorized access.
We retain Selling Partner Data only for as long as, and to the extent, it is strictly necessary to provide the authorized services or meet an applicable legal, tax or regulatory obligation. Active authorization alone does not justify keeping unnecessary data.
We will permanently and securely delete all relevant Selling Partner Data, including all live, online or network-accessible copies, within 30 days of the earliest of: (a) Amazon giving notice requiring deletion; (b) the seller revoking authorization, terminating the service, closing the account or otherwise removing our access; (c) our determining that we are no longer authorized or entitled to access or process the data; or (d) termination or expiry of our participation in the relevant Amazon services. We will retain only the specific information that an applicable legal, tax or regulatory requirement obliges us to keep, solely for that requirement and for no longer than it requires. That exception does not permit continued analytics or service use. We will securely delete the retained information when the requirement ends.
The same deadline covers seller-specific derived reports, exports held by us and copies held for us by providers. We will not use a backup cycle to extend the deadline: all copies under our control, including backups, must be deleted or rendered irrecoverable within it unless the stated legal exception applies. We invalidate and delete connection credentials when they are no longer authorized or required; the deletion deadline is an outer limit, not permission to continue access.
Accrued payment and refund duties and provisions on ownership, confidentiality, data protection, deletion, liability, indemnification, disputes and general matters survive to the extent needed to give them effect. Survival does not allow continued use or unnecessary retention of Selling Partner Data.
17. Changes to these terms
We will notify you at least 30 days before material changes through the account email or a prominent service notice. Changes required by law, Amazon or an urgent security need may take effect sooner, with an explanation as soon as practicable. Changes are prospective and do not rewrite accrued claims or increase an already agreed fixed-term price.
You may reject a materially adverse change by notifying us and terminating the affected service before it takes effect, with a refund of unused prepaid fees. Continued use after properly notified changes take effect constitutes acceptance to the extent legally permitted. Where express acceptance is required, we will obtain it. Neither silence nor continued use expands processing instructions or supplies legally required consent for new purposes.
18. Governing law and dispute resolution
This agreement is governed by Hong Kong law, excluding its conflict-of-laws rules. The parties will first try in good faith to resolve a dispute for 30 days after written notice describing it. If unresolved, the courts of Hong Kong have exclusive jurisdiction, subject to mandatory rights and jurisdiction rules that cannot lawfully be excluded. No contractual arbitration is required by these Terms.
Either party may seek urgent protective relief without waiting 30 days, and this process does not bar timely proceedings to preserve a limitation deadline. This section governs only disputes between Cloudray and the Customer. It does not change Amazon's agreements, Amazon's rights or the law and forum governing a dispute with Amazon. Mandatory transfer clauses and data subjects' legally protected remedies retain their own applicable law and forum provisions.
19. General provisions
These Terms, accepted Orders and incorporated DPA form the entire agreement about the Service and replace earlier discussions on the same subject. The Privacy Policy remains the notice of our practices. An Order may specify commercial details but cannot reduce mandatory data protection or Amazon obligations. If a provision is unenforceable, the remaining provisions continue; any adjustment must preserve lawful effect. A failure to enforce a provision is not a waiver, and a waiver must be express.
Neither party may assign this agreement without the other's prior written consent, not unreasonably withheld. Any proposed assignment involving customer data remains subject to applicable Amazon permissions, customer instructions, notice and transfer rules; it is not an automatic data-transfer license. The parties are independent contractors. No third party obtains contractual rights except as expressly provided in the DPA or mandatory transfer clauses or required by law.
Neither party is responsible for delay caused by events beyond its reasonable control if it promptly informs the other and takes reasonable mitigation steps. Such events do not excuse mandatory security, notification or deletion duties or fees already due. If an event prevents material performance for more than 30 days, either party may terminate the affected service and unused prepaid fees will be refunded.
Contract notices may be sent to the account email or our contact in section 20. A notice is effective when received, with bounced messages not treated as received. Formal legal service remains subject to applicable procedural law. The English text governs, except where mandatory law requires otherwise.
20. Contact
Cloudray (HK) Limited (鐳雲（香港）有限公司)
Business Registration No. 72775485
Legal notices: Office 5, 8/F, Mega Cube, 8 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong
Email: rayner@cloudrayai.com — use “Legal notice” for contractual notices.
Telephone: +852 5315 0045 / +86 133 0516 3900
Website: https://cloudrayai.com