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Terms of Use

Effective date: [launch date] · Last updated: [launch date]

1. Acceptance of terms

These Terms of Use ("Terms") govern access to and use of the cloud-excel.com website ("Site") and any informational services made available by Cloud Excel LLC ("Cloud Excel"), a limited liability company organized in the State of Florida, U.S.A., with headquarters at 2801 NW 74th Avenue, Suite 208, Miami, FL 33122.

By accessing the Site, you represent that you have read, understood and agreed to these Terms, to our Privacy Notice, and to any other applicable policy. If you do not agree, do not use the Site.

The actual provision of payment services is the subject of a separate Service Agreement, entered into after successful completion of onboarding.

2. Nature of the Site and informational services

The Site is maintained for informational purposes. No content:

  • Constitutes an offer to sell or a solicitation to purchase any financial product
  • Is investment, tax or legal advice
  • Is a promise of return or yield
  • Is a guarantee of outcome or timing
  • Contractually binds Cloud Excel to provide payment services

A commercial relationship is established only through the formal execution of a written Service Agreement, after CIP, CDD and other regulatory verifications.

3. Client eligibility

Services are available exclusively to qualified legal entities that meet the following requirements:

  • Legal incorporation in a non-OFAC-sanctioned jurisdiction
  • Transparent ownership structure, identifiable beneficial owners
  • Lawful and demonstrable economic activity
  • Prior approval in Cloud Excel's onboarding
  • U.S. location limited to the State of Florida
  • Non-U.S. clients are subject to EDD and sanctions restrictions

Cloud Excel does not offer services to individuals, retail customers, clients in U.S. states other than Florida, or to entities in jurisdictions subject to comprehensive sanctions (Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Luhansk, Kherson, Zaporizhzhia).

Cloud Excel reserves the right to decline, suspend or terminate any relationship at its sole discretion.

4. Client representations and warranties

4.1 Capacity and authority

  • Is a legal entity duly organized and operating
  • The representative is authorized to act on behalf of the company
  • The information provided is true, complete and up to date

4.2 Regulatory status — the client represents that it is NOT

  • A money services business, money transmitter, virtual asset service provider, payment processor, remittance company or similar entity, without being duly licensed
  • A sponsor, representative, agent or front for such entities

4.3 Nature of transactions

  • Does not aggregate funds of unrelated third parties for subsequent transmission, except in legitimate and disclosed commercial activity
  • All payments relate to the client's own bona-fide commercial activity or to transactions of identified end-beneficiaries
  • Will provide, upon request, complete documentation of beneficial ownership, invoices, contracts, source of funds and source of wealth

4.4 Sanctions

  • Is not a person/entity on OFAC SDN, SSI or any applicable list
  • Is not controlled by a sanctioned person/entity
  • Does not act on behalf of, or with, a sanctioned person/entity
  • Does not operate in comprehensively sanctioned jurisdictions

4.5 Legal compliance

  • Complies with the FCPA (15 U.S.C. §§ 78dd-1 et seq.), UK Bribery Act, AML legislation and other applicable rules
  • Does not use Cloud Excel for money laundering, terrorism financing, sanctions evasion, tax evasion or any unlawful conduct

4.6 Consequences of false statements

The client acknowledges that false statements or omissions may result in:

  • Immediate termination of the relationship
  • Blocking of funds for the duration of regulatory review
  • Reporting to authorities (FinCEN, OFAC, Florida OFR, IRS)
  • Reporting to law enforcement and judicial authorities
  • Civil and criminal liability

5. Acceptable use of the Site

It is prohibited to:

  • Access areas not intended for the public
  • Violate security, authentication or encryption mechanisms
  • Use bots, scrapers or crawlers without authorization
  • Upload or transmit malware or unlawful content
  • Use the Site for unlawful purposes or in breach of these Terms
  • Reproduce, distribute or modify content without authorization
  • Remove copyright notices or trademarks

6. Intellectual property

All Site content is the property of Cloud Excel or its licensors. Use of the Site does not grant any license, except the limited right of informational access.

7. No fiduciary relationship

Cloud Excel acts as principal in transactions and does not act as:

  • Agent of the payer
  • Agent of the recipient
  • Fiduciary
  • Financial, tax or legal advisor
  • Bank, broker, fund or custodian

No content should be construed as advice. Seek your own professional counsel.

8. Digital assets — risk disclosures

  • USDT is not issued, backed or guaranteed by Cloud Excel or by any U.S. government entity
  • Stablecoins are not legal tender, are not insured by the FDIC, NCUA or SIPC, and may experience loss of peg or operational disruptions
  • Transfers on public blockchains are irreversible — Cloud Excel cannot recover funds sent to an incorrect address
  • Tax treatment is the sole responsibility of the client (IRS Notice 2014-21, Rev. Rul. 2019-24, Form 1099-DA)
  • Digital assets are subject to volatility and to the risk of supervening regulation

9. Limitation of liability

  • Exclusion of warranties: The Site is provided "AS IS" and "AS AVAILABLE", without express or implied warranties.
  • Limitation of damages: Under no circumstances shall Cloud Excel, its affiliates, directors, partners or providers be liable for indirect, incidental, consequential damages, lost profits or moral damages.
  • Monetary cap: Total aggregate liability in connection with the use of the Site shall not exceed one hundred U.S. dollars (US$ 100.00). For payment services, limitations are set out in the Service Agreement.

10. Indemnity

The client agrees to indemnify, defend and hold harmless Cloud Excel, its affiliates, directors, partners, employees and providers, from any claim, loss, damage, cost and expense (including reasonable fees) arising from: breach of these Terms, breach of representations and warranties, misuse, violation of law or of third-party rights.

11. Changes to the Terms

Cloud Excel may update these Terms at any time. Changes become effective upon publication. Continued use after publication constitutes acceptance. Clients with an active Service Agreement receive prior notice of material changes.

12. Governing law and venue

These Terms are governed by the laws of the State of Florida, U.S.A., excluding conflict-of-laws rules. Any dispute shall be submitted to the exclusive jurisdiction of the state and federal courts of Miami-Dade County, Florida. Alternatively, at Cloud Excel's discretion, the dispute may be submitted to arbitration before the American Arbitration Association (AAA), in Miami, FL, in English.

13. Class-action waiver

To the maximum extent permitted by law, the parties waive the right to participate in class actions or class arbitrations relating to these Terms.

14. General provisions

  • Entire agreement: These Terms + Privacy + Cookie + Service Agreement = entire agreement
  • Partial invalidity does not affect the remaining clauses
  • Tolerance does not constitute waiver
  • Assignment: Client may not assign without written consent
  • Notices to Cloud Excel: physical address or legal@cloud-excel.com

15. Forward-looking statements

Statements about future services, capabilities or licensing are forward-looking and subject to regulatory approval and operational implementation. They do not constitute a guarantee of future delivery.

16. Contact

Cloud Excel LLC
2801 NW 74th Avenue, Suite 208
Miami, FL 33122 — United States
Phone: +1 (305) 333-0780
Email: legal@cloud-excel.com

17. Language prevalence

The English version of these Terms of Use prevails in case of any inconsistency with translations into Portuguese, Spanish, Mandarin or any other language.