Terms and Conditions

These Terms and Conditions for Tide Services ("Terms") govern your ("you" or the "Client") access to and use of all products, services, and functionalities provided by Tide Cloud Holdings Inc. ("Tide"), available through the website www.tide.cloud (the "Site"), any application offered by Tide ("Application"), and any related websites linked to the Site or Application. All rights to the Site, Application, and associated products and services are exclusively owned by Tide.

BY ACCESSING OR USING THE SITE, APPLICATION, OR PURCHASING OR TESTING ANY PRODUCT OR SERVICE FROM TIDE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SITE, APPLICATION, OR ANY TIDE PRODUCT OR SERVICE.

Your acceptance of these Terms occurs when you first:

  • (i) place a purchase order with Tide;
  • (ii) click ‘accept terms’ on the Site or Application;
  • (iii) use the Site, Application, or any Tide product or service; or
  • (iv) otherwise acknowledge and agree to the Terms.

If you accept these Terms on behalf of a company or other legal entity, the terms “you” or “Client” refer to both the entity and the individual representing it. You are responsible for ensuring that all users, including employees and agents, who access the Site, Application, or any Tide product or service on your behalf comply with these Terms.

Tide reserves the right to amend these Terms at any time, at its sole discretion, without prior written notice. Any changes will become effective on the “Last Updated Date” indicated at the start of these Terms. Continued use of the Site, Application, or any Tide product or service after the “Last Updated Date” constitutes your acceptance of the amended Terms. Tide may, but is not obligated to, notify existing Clients of updates to these Terms in advance. Clients will have sixty (60) days from the date of such notice or publication on the Site to object, negotiate, or request the continuation of existing terms. Failure to do so will result in the automatic acceptance of the updated Terms.

Section A – Definitions of Terms

  1. Applicability: These Terms, along with any

    • (i) purchase order executed between you and Tide,
    • (ii) quote provided by Tide, or
    • (iii) Master Service Agreement executed between you and Tide,

    collectively constitute the entire agreement between the parties. They supersede all prior or concurrent understandings, agreements, negotiations, representations, warranties, and communications, whether oral or written. In the event of any conflict between these Terms and any other documents between the parties, these Terms shall govern. These Terms take precedence over any general terms and conditions provided by the Client, regardless of when the Client submitted its request for proposal, order, or similar terms. The provision of services to the Client does not constitute acceptance of any of the Client’s terms and conditions, nor does it alter or amend these Terms.

  2. Authorized Representative: The Client acknowledges that any employee who interacts with Tide or authorizes purchase orders or services from Tide is deemed a reputable representative within their organization with the appropriate authority to act on behalf of the organization. Tide shall not be liable for following the instructions of such authorized representatives concerning the Services.

  3. Definitions:

    (a) Billing Account: Refers to the Client's billing account linked to projects, users, resources, or other assets in AWS or GCP that are managed, connected, and/or associated with the end-user Client.

    (b) Cloud Provider: Refers to any entity that provides on-demand, scalable computing resources, such as computing power, data storage, or applications, without direct active management by the user, including but not limited to AWS (Amazon Web Services) and GCP (Google Cloud).

    (c) Savings Reservations, Savings Plans, Subscriptions, Flexible CUDs, Flexible RIs, Flexible Savings Plans: These refer to discounts offered by Cloud Vendors that are subscribed through Tide and managed as part of Tide’s services. They are relevant for calculating net savings and corresponding savings fees. Such discounts may include Reserved Instances, Savings Plans, or CUDs that Tide manages on the Client’s behalf to mitigate or eliminate term commitments to the Cloud Provider.

    (d) Tide: Refers to dReduce AI Inc., doing business as Tide Inc., including its contractors, employees, and subsidiaries.

    (e) RIs, Savings Plans, CUDs & Reservations: Refers to Committed Use Discounts and/or reservations, such as Reserved Instances or Savings Plans from AWS, which may be directly purchased by the Client or managed and procured by Tide on the Client’s behalf as part of Tide’s services. Tide has no obligation to pay for or manage any CUDs, reservations, bills, or charges related to the Client’s VPC or cloud resources.

    (f) Savings Fees and/or Flex Fee: Refers to any agreed-upon commissions, fees, or charges payable by the Client to Tide as part of the Services. Fees are specifically calculated based on the Client’s net savings from what would otherwise be the Cloud Provider’s publicly available list pricing. For example, if a server instance priced at $1/hr on the list is effectively charged at $0.45/hr via Tide, the savings would be $0.55/hr.

Section B – Service Terms

  1. Services: All parties acknowledge and agree to the primary purpose of Tide’s services, which involve Tide gaining access to the Client’s Cloud Infrastructure to manage cloud financial visibility and to make or manage savings plan reservations (the “Services”). The Client understands and agrees that any cost-saving suggestions provided by Tide are for the Client’s independent evaluation and review, including any potential impact on application design. Tide disclaims any liability for the Client’s decisions, even if such decisions are based on Tide’s recommendations.

  2. Tide’s Obligations: Tide represents and warrants that it will perform the Services using personnel with the requisite skills, experience, and qualifications and will do so in a professional and competent manner, adhering to generally recognized industry standards for similar services. Tide shall allocate sufficient resources to fulfill its obligations under these Terms. Tide agrees not to modify, alter, manage, or interfere with any instances, networks, or settings within the Client’s cloud environment unless expressly authorized or directed by the Client. Tide’s permissions will be limited to read-only access to attributes necessary to deliver the Services, including recommending and designing cost-saving solutions.

  3. Client’s Obligations: The Client shall:

    (a) Grant Tide the agreed-upon IAM roles within the Cloud Provider console exclusively for assessing system utilization and purchasing posture in line with these Terms;

    (b) Collaborate with Tide in all matters related to the Services and provide reasonable access to the Client’s Cloud Infrastructure as necessary for Tide to perform the Services;

    (c) Promptly respond to requests from Tide for guidance, information, approvals, authorizations, or decisions that are reasonably required for Tide to fulfill its obligations under these Terms;

    (d) Supply any materials or information requested by Tide in a timely manner and ensure that all such materials or information provided are accurate and complete in all material respects;

    (e) Pay all fees communicated by Tide in the agreed-upon timeframe and manner.

  4. Client’s Acts or Omissions: If Tide’s performance of its obligations under these Terms is hindered or delayed due to any act or omission by the Client or its agents, subcontractors, consultants, or employees, Tide shall not be considered in breach of its obligations under these Terms. Tide will not be liable for any costs, charges, or losses sustained by the Client to the extent that such hindrance or delay directly or indirectly arises from the Client’s actions or omissions.

  5. Relationship with Cloud Provider: Tide shall not be responsible for any service disruptions, performance issues, or outages related to the Cloud Provider’s services, which will continue to be managed directly between the Client and the Cloud Provider. These Terms do not modify, release, or affect any existing Service Level Agreements (SLAs), contracts, or arrangements between the Client and the Cloud Provider. The Client agrees that Tide shall not be held liable under any circumstances for outages or service issues experienced with the Cloud Provider. The Client further acknowledges that all existing minimum spend agreements with the Cloud Provider will remain unaffected by these Terms or any agreement with Tide. The Client is solely responsible for managing their optimization efforts relative to any open minimum spend commitments with their Cloud Provider. Tide disclaims any responsibility or liability for fees incurred by the Client for failing to meet minimum spend or revenue requirements set forth by the Cloud Provider. For example, if the Client has an enterprise agreement with a Cloud Provider and fails to meet the minimum spend requirements, even as a result of cost optimizations implemented by Tide, any resulting fees or penalties imposed by the Cloud Provider shall be the sole responsibility of the Client.

  6. Term and Renewal: Tide provides monthly flexibility in both its application and software services, as well as in the hosting and management of cloud discount reservations, subject to the handoff windows specified in the Master Service Agreement (MSA) or as agreed upon between the Client and Tide. The Client acknowledges that any reservations made through the Tide platform with the Cloud Provider will be governed by the reservation’s start and end dates as defined by the Cloud Provider. Tide’s discount management may provide administrative flexibility regarding the placement of reservations within the Client’s account, billing, or billing group.

  7. Termination by Tide: In addition to any other remedies available under these Terms, Tide may terminate this Agreement immediately upon written notice to the Client if the Client:

    • (i) Fails to make any payment due under these Terms;
    • (j) Fails to perform or comply with any provision of these Terms, in whole or in part; or
    • (k) Becomes insolvent, files for bankruptcy, or has bankruptcy, receivership, reorganization, or similar proceedings initiated against it, or makes an assignment for the benefit of creditors.

    Tide reserves the right to limit its exposure or obligations if the Client engages in any malicious behavior. Both parties agree to conduct themselves as valued business partners, vital to each other’s growth and success. Failure to uphold this mutual respect may result in Tide terminating this Agreement and any related Services.

  8. Service Alterations; Termination by Client: Tide will accommodate any request for service reduction within 30 days of the Client submitting such a request, provided the reduction results in $10,000 or less in service value. This includes full-service cancellations. For reduction requests exceeding $10,000 in monthly value, Tide reserves the right to take up to 120 days to process and fulfill the request. The period between the Client’s submission of a reduction request and the fulfillment of that request will be referred to as the “handoff window.” The Client agrees to bear any costs incurred during the handoff window, as long as those costs comply with the limitations set forth in the MSA and the agreement with Tide. The reduction request amount is calculated based on the average amortized monthly cost reduction requested in a given calendar month or months. Multiple smaller reduction requests within a 30-day period may trigger the extended handoff window of 120 days if the total requested reductions exceed the $10,000 monthly cost threshold for the 30-day window.

Section C – General Terms

  1. Intellectual Property: Both parties may use each other’s logos solely for the purpose of marketing their business relationship on their respective websites. Either party may opt out of this usage at any time by providing written notice. No Intellectual Property Rights, including but not limited to copyrights, patents, inventions (whether or not patentable), trademarks, service marks, trade secrets, logos, domain names, and all associated goodwill, derivative works, and other related rights (collectively, “Intellectual Property Rights”), shall transfer from Tide to the Client during the provision of the Services.

  2. Confidential Information: Each party agrees to take reasonable steps to safeguard and prevent the unauthorized use or disclosure of the other party’s non-public, confidential, or proprietary information (“Confidential Information”). Each party shall employ at least the same level of care used to protect its own most sensitive information. Furthermore, each party shall ensure that its employees who have access to the other party’s Confidential Information are bound by a non-use and non-disclosure agreement containing terms similar to those outlined herein, prior to any disclosure of Confidential Information.

  3. Disclaimer of Warranties: TIDE PROVIDES THE SERVICES “AS IS” AND MAKES NO WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO

    • (A) ANY WARRANTY OF MERCHANTABILITY;
    • (B) ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
    • (C) ANY WARRANTY OF TITLE; OR
    • (D) ANY WARRANTY AGAINST INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

  4. Indemnification: Tide agrees to indemnify and hold the Client harmless against any liabilities to third parties arising from the Service's infringement of any United States patent, copyright, or misappropriation of a trade secret, provided that Tide is promptly notified of any related threats, claims, or proceedings and is given reasonable assistance and the opportunity to assume sole control of the defense and settlement process. Tide will not be responsible for any settlement that it does not expressly approve in writing.

    The above obligations do not apply to any portions or components of the Service that:

    • (i) are not supplied by Tide;
    • (ii) are created wholly or partially based on Client specifications;
    • (iii) are modified after delivery by Tide;
    • (iv) are combined with other products, processes, or materials, where the alleged infringement relates to such combination;
    • (v) involve continued use of allegedly infringing elements after notice or availability of modifications that would avoid infringement; or
    • (vi) are used by the Client in a manner inconsistent with these Terms.

    If the Services are found by a court of competent jurisdiction to be, or are believed by Tide to be, infringing, Tide may, at its discretion and expense:

    • (a) replace or modify the Service to be non-infringing while maintaining substantially similar features and functionality;
    • (b) procure for the Client the right to continue using the Service; or
    • (c) if neither option is commercially viable, terminate these Terms and the Client’s associated rights, providing a refund of any prepaid, unused fees.

  5. Limitation of Liability:

    (a) IN NO EVENT SHALL TIDE BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THIS APPLIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER TIDE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FAILURE OF ANY AGREED OR OTHER REMEDY TO FULFILL ITS ESSENTIAL PURPOSE.

    (b) IN NO EVENT SHALL TIDE’S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO TIDE IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Section D – Additional Terms

  1. Waiver: No waiver of any provision of these Terms by Tide shall be effective unless explicitly stated in writing and signed by Tide. The failure to exercise, or delay in exercising, any right, remedy, power, or privilege under these Terms shall not be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any further exercise of that right, remedy, power, or privilege or the exercise of any other right, remedy, power, or privilege.

  2. Force Majeure: Tide shall not be liable or deemed to have breached these Terms for any failure or delay in fulfilling its obligations when such failure or delay is caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, epidemics, pandemics, wars, civil unrest, governmental actions, strikes, labor stoppages, telecommunications failures, power outages, and other similar events (each a “Force Majeure Event”). Tide will resume its obligations as soon as reasonably possible after the Force Majeure Event has been resolved.

  3. Assignment: The Client shall not assign any of its rights or delegate any of its obligations under these Terms without Tide’s prior written consent. Any attempted assignment or delegation in violation of this Section will be null and void. Assignment or delegation does not relieve the Client of any obligations under these Terms.

  4. Relationship of the Parties: The relationship between the parties is strictly that of independent contractors. Nothing in these Terms shall create any agency, partnership, joint venture, employment, fiduciary, or other joint enterprise relationship between the parties, nor shall either party have authority to bind the other in any manner.

  5. Governing Law and Jurisdiction: These Terms and any disputes arising from them shall be governed by the laws of the State of New York, without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any legal proceedings related to these Terms.

  6. Notices: All notices, requests, consents, claims, demands, waivers, and other communications (“Notices”) shall be in writing and addressed to the parties at the addresses specified in the order form or as otherwise designated in writing. Notices must be delivered by personal delivery, nationally recognized overnight courier (with prepaid fees), email, or certified or registered mail (return receipt requested, postage prepaid). Notices shall be effective only upon receipt and when delivered in compliance with this Section.

  7. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms or render it invalid or unenforceable in other jurisdictions. The parties shall make a good faith effort to amend the invalid provision to reflect their original intentions as closely as possible. If the parties are unable to agree, the invalid provision will be severed, and the remaining provisions will continue in full force and effect.

  8. Survival: Any provisions of these Terms that, by their nature, should survive termination or expiration will continue to apply, including but not limited to provisions concerning Confidentiality and Survival.

  9. Amendment and Modification: These Terms may only be amended or modified by a written agreement that expressly states it is amending these Terms and is signed by authorized representatives of both parties.

Section E – Service Administration of Tide

  1. Non-verbal Termination: The Client agrees to notify Tide of any reduction requests, service changes, or cancellations via email or Slack. This includes, but is not limited to, actions such as disabling Tide’s IAM permissions, removing Tide accounts or projects from the billing organization, or exiting Tide’s billing organization. The Client acknowledges that they remain responsible for any associated costs incurred during the period from the service exit until Tide is notified or becomes aware of the exit, including costs related to reservations made through Tide. The Client further understands that a penalty of $10,000 may be imposed for such actions.

  2. Authorization of Growth: Authorized personnel may communicate, confirm, or authorize additional subscription growth through Slack or email.

  3. Engineering & Usage-Based Optimization: Both parties agree that any features or services provided by Tide to assist the Client in understanding and optimizing machine or service architecture within cloud provider environments must be reviewed and approved by the Client’s engineering teams and leadership before implementation. The responsibility and liability for reviewing, testing, approving, and managing any technical architecture changes lie solely with the Client.