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TECHNOLOGY SOLUTIONS
THAT ELEVATE YOUR BUSINESS.


TAILORED CLOUD INFRASTRUCTURE, IT SUPPORT, CYBERSECURITY,
VOICE, AND DESIGN SERVICES DELIVERED THROUGH ONE TRUSTED
PARTNER: CLOUDIT

see what cloudIT can do for you
 * cloud
   Learn More
 * IT
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 * voice
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 * security
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 * design
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What is the cloudIT difference?

People, process, and passion for technology! Utilizing the best available
technology to improve the business processes of our valued clients has long been
our north star at cloudIT. Our team of subject matter experts, engineers,
consultants, and technicians work together seamlessly to provide the right
solutions.

We’re in the business of simplicity

Our team approach at cloudIT allows us to equip you with the simplicity of
having one point of contact for managing all of your layered technology needs.
We are an all-in-one tech company, not a one-size-fits-all tech company. We have
the capabilities, but that doesn’t mean that you’ll need them all. We will only
sell you what you need. Whatever your needs or size, your tech should work for
you, so we’ll customize a straightforward solution that improves your specific
business processes. It’s that simple.

We blueprint custom tech solutions because

YOU DESERVE MORE THAN A COOKIE-CUTTER SOLUTION

Like your business and your unique technology needs, we don't fit squarely into
a rigid box. Traditionally, tech companies like to be just one thing for
clients. But at cloudIT, we consider ourselves a lot of things to a lot of
people - an MSP, a CSP, a VAR, O365 experts, a cyber-security provider, an
on-call IT staff, a virtual CIO - all rolled into one company.

We like to call ourselves a TSP, a Technology Service Provider, because when it
comes to utilizing tech to better your business, we’ll do it all. Whatever your
needs are, we’ve got it managed for you.

At cloudIT, we take great pride in the fact that we have established and
maintained an outstanding reputation and track record with our customers. No
matter what their position, everyone at cloudIT comes together to help our
customers. We design and implement the best solution for our customers, take
care of their daily IT needs and build a long term relationship that, as a
valued customer recently commented, “is like family."


KYLE GROVE, CHIEF REVENUE OFFICER

Pricing and cost structure – simplified



We want your expectations high and costs low. Simple pricing structure as well
as an ‘all included and unlimited’ service model allow cloudIT clients to budget
properly as they grow their business. Our cloud services broadly span from our
operations out of our various data centers regionally for a niche solution, to
design and implementation within larger public cloud structures such as Azure
and AWS.


GET STARTED ELEVATING YOUR BUSINESS PROCESSES

talk to a human about tech solutions

one of our award-winning team members will reach out to you for a free
assessment to see how cloudIT can help elevate your business processes.

When we say free, we also mean free from commitment.












920 E. Madison Street, Suite #120
Phoenix, Arizona 85034
+1 (602) 875-5400
info@cloudit.co
 * 
 * 
 * 


SERVICES

 * / cloud
 * / IT
 * / security
 * / voice
 * / design


ABOUT

 * / our founder
 * / cloudIT story
 * / our team




920 E. Madison Street, Suite #120
Phoenix, Arizona 85034
+1 (602) 875-5400
info@cloudit.co
 * 
 * 
 * 
 * 


WHY CLOUDIT

 * / our process
 * / our successes
 * / our partners


CONTACT

 * / support 24-7
 * / talk to a human
 * / customer login
 * / careers

powered by cloudIT
Technology Elevated


Terms and Conditions

 1. These terms (“Terms”) apply to Client purchases from cloudIT, Inc.
    (“Provider”) of services as well as licenses for software, hardware, support
    and maintenance services, and/or subscription services (collectively, ”
    Services “). Client hereby engages and retains Provider to render Services
    or provide Product, as specifically set forth and limited in the “signed
    Quote” or “Terms of Service (TOS)”[1], or subsequent signed Quotes, or any
    work order as agreed among the Parties (each a “Work Order”) under such
    TOS.  Except as otherwise stated therein, subsequent signed Quotes or Work
    Orders shall be made a part of and subject to the terms contained herein. No
    Services will be provided under these Terms alone but will require the
    execution of a written or electronic Quote, or other mutually acceptable
    Work Order documentation, each of which must be executed by both Parties
    and, upon such execution, is deemed incorporated in these Terms for all
    purposes.  In the event of any conflict between the signed Quote and these
    Terms, the terms of the signed Quote will prevail over these Terms.

 

Provider may change these Terms at any time. Using the Services after the
changes to these Terms become effective, means Client agrees to the new terms.
If Client does not agree to the new Terms, Client must notify Provider in
writing of its objection to the new Terms, and Provider has the right to then
terminate the Services.

 

 

 2. GENERAL REQUIREMENTS & CONDITIONS.

 

 * System. For the purposes of these Terms, “System” means, collectively, any
   computer network, computer system, peripheral or device installed,
   maintained, monitored, or operated by Provider pursuant to and further
   identified in the TOS.  To avoid a delay or negative impact on our provision
   of the Services, during the term of each TOS Client agree to refrain from
   modifying or moving the System, or installing software on the System, unless
   Provider expressly authorizes such activity. Provider will not be held
   responsible or liable for changes made by client without authorization.

 

 * Maintenance; Updates. If patches and other software-related maintenance
   updates (“Update(s)”) are provided under a TOS, Provider will install the
   Updates only if Provider has determined, in its reasonable discretion, that
   the Updates will be compatible with the configuration of the System and
   materially beneficial to the features or functionality of the affected
   software or   Provider will not be responsible for any downtime or losses
   arising from or related to the installation or use of any Update, provided
   that the Update was installed in accordance with the manufacturer or
   applicable vendor’s instructions.

 

 * Third-Party Service Providers. “Third-Party Service Providers” means Services
   provided by an entity or a Party other than the Provider in fulfillment of
   the TOS requirements whose terms and conditions Provider and Client may be
   legally bound.

 

Clients right to use the Third-Party Services is subject to Client’s
understanding of, compliance with and consent to these Terms and of any
Third-Party agreements, which Provider does not have authority to vary, alter or
amend.

 

Therefore, Provider may utilize a Third-Party Service Provider in its discretion
to provide the Services in accordance with these Terms.  The Third-Party
Provider may require the Provider to sign a contract with the Third-Party
Provider for its services (“Third-Party Contract”) and the terms of the
Third-Party Contract may impose conditions and requirements upon Client.  Access
to the terms and conditions of any such Third-Party Contract(s) will be provided
to Client or appear on our website which identifies the Third-Party Service
Provider and a link to its terms and conditions or EULA.  Client hereby agrees
to review all Third-Party Terms and Conditions, and consent to those Third-Party
Terms and Conditions which Client has consented Provider to contract upon its
behalf.

 

 * Third-Party Product Vendors– “Third-Party Product Vendors” means machinery,
   equipment and/or products inclusive of component parts purchased from vendors
   in fulfillment of the TOS requirements.

 

Provider does not own certain Third-Party Products and Client’s right to use the
Third-Party Products is subject to Client Agreement with Provider, and to Client
understanding of, compliance with and consent to the terms and conditions of the
Third-Party agreements, which Provider does not have authority to vary, alter or
amend.

 

Provider will use reasonable efforts to assign, transfer and facilitate all
warranties (if any) for the Third-Party Product Vendor to Client, but will have
no liability whatsoever for the quality, functionality, or operability of any
Third-Party Products, and Provider will not be held liable as an insurer or
guarantor of the performance, downtime or usefulness of any Third-Party
Product.  The Third-Party Product Vendor may require the Provider to sign a
contract with the Third-Party Product Vendor for its products (“Third-Party
Contract”) and the terms of the Third-Party Contract may impose certain
conditions and requirements upon Client.  Access to the terms and conditions of
any such Third-Party Contract(s) will be provided to Client or attached to the
TOS which identifies the Third-Party.  Client hereby agrees to review all
Third-Party terms and conditions, and consent to those Third-Party terms and
conditions which Client has consented Provider to contract upon its behalf. 
Third-Party Product Vendor terms and conditions link of PDF can be found at our
website and/or TOS as applicable.

 

 * Third–Party Support. If, in Provider’s discretion, a hardware or software
   issue requires vendor or OEM support, Provider may contact the vendor or OEM
   (as applicable) on Client’s behalf and pass through to Client all fees and
   costs incurred in that process.  If such fees or costs are anticipated in
   advance or exceed $100, Provider will obtain Client permission before
   incurring such expenses on Client behalf unless exigent circumstances require
   otherwise.

 

 * Subcontractors. “Subcontractors” means third-party to whom Provider contracts
   to provide specified services to complete the services indicated in the
   applicable TOS.

 

 * Conditions of Service. Client System is eligible for provision of Provider’s
   Services as outlined in the TOS or other contractual documents, provided the
   System is in good condition and Provider’s serviceability requirements and
   site environmental conditions are met:

 

 * Client shall provide adequate workspace, heat, light, ventilation, electric
   current and outlets, internet, remote access, and long-distance telephone
   access for use by Provider’s representatives.
 * Provider’s representatives shall have, and Client shall provide full access
   to the System in order to affect the necessary monitoring and/or supplemental
   services.
 * Provider reserves the right to suspend or terminate these Terms or any TOS
   if, in its sole discretion, conditions at the service site pose a health or
   safety threat to any of Provider’s representatives.
 * All equipment, software and licensing to be supported by Provider pursuant to
   these Terms, must be supportable by Provider and subject to patching,
   security updates, and manufacturer provided support.

 

It is the responsibility of Client to promptly notify Provider of any
events/incidents that may impact the services defined within these Terms and/or
any supplemental service needs.

 

Provider shall provide services as defined in these Terms during Provider’s
regular business hours, unless otherwise specified in any subsequent TOS, or
other contract documents, and in accordance with Provider’s Service policies
then in effect.

 

Client agrees that Client will inform Provider, prior to, Client making any
modification, installation, or service performed on the System by individuals
not employed or contracted by Provider in order to assist Provider in providing
an efficient and effective System support response.

 

Only representatives authorized by Provider will be eligible to access and
service Client System.  Any unauthorized access or service conducted on the
System without the explicit consent of Provider, which results in negative
System performance, will not be covered by the monthly plan fee as documented in
the TOS or other contract documents and will be billed according to Provider’s
labor rates as outlined in the TOS.

 

Provider shall be obligated to provide service only at the Service Site(s) as
outlined in the signed Quote. If Client desires to relocate, add or remove
locations, Client shall give appropriate notice to Provider of Client’s
intention to relocate sixty (60) days in advance.  Provider reserves the right
to renegotiate service terms with respect to any relocation and/or addition of
locations by Client.  Such right includes the right to refuse service at the
relocation and/or new site.

 

 * Service Limitations. In addition to other limitations and conditions set
   forth in these Terms, the following service and support limitations are
   expressed:
   * Cost of consumables, replacement parts, hardware, software, network
     upgrades and associated services are outside the scope of this Agreement.
     Provider will provide consultative specification, sourcing guidance and/or
     Time and Material/Project offerings.
   * Any unauthorized changes made to the System without Provider’s written
     consent which causes issues or failures to the System, are beyond the
     responsibility of Provider and Client will be billed the full cost to
     restore the System to its original state.

 

 * Onboarding Process. Client acknowledges and agrees that Provider will have no
   responsibility for any deficiencies in the current operating systems and
   infrastructure until the Provider has had a reasonable opportunity to conduct
   a review of the current system and to provide Client with its
   recommendations, and Client has accepted and implemented same.
 * Offboarding Process. In the event of termination of Services by either party,
   Provider will make reasonable accommodations to transfer Client’s account to
   Client or Client’s new managed service provider or other authorized agent
   (the “Onboarding Provider”). Client shall indemnify and hold harmless
   Provider, its Contracted Subcontractors and their respective directors,
   officers, employees, consultants and agents for any claims or losses
   resulting from the activities of Client or the Onboarding Provider during the
   transition period from Provider to the Onboarding Provider, inclusive of when
   Client obtains access to all super administrator accounts of their
   infrastructure.

 

 * Network Devices, Hardware and Systems: Provider shall only be responsible for
   providing services to network devices, hardware and systems identified by the
   Client and Provider and set forth and agreed upon in each TOS. From time to
   time, TOS’s will be updated with new devices, hardware or systems that have
   been agreed upon by the parties. Said updated Quotes shall be signed by both
   parties and dated on a quarterly basis or per the request of Provider.
   Provider may, in its sole discretion, deny requests to add devices, hardware
   or systems. The Client shall bear the responsibility to isolate and protect
   the system by not allowing additional devices, hardware or system on the
   system unless approved by Provider.  Provider shall have no responsibility
   for any devices, hardware or systems or damage resulting therefrom that are
   added to the System without Provider’s approval. Provider shall have the
   right to cancel this contract if devices, hardware or systems are added
   without their approval. If Client obtains new devices, hardware or systems
   and wishes to request Provider’s services to extend to new devices, hardware
   or systems, said extension shall not take effect unless and until both
   Parties agree in writing to a new signed Quote. Said written, signed Quote
   shall then become an addendum to this contract and incorporated herein, and
   shall prevail over the TOS.  Provider reserves the right to deny any requests
   for additional services and/or additional hardware/systems for any reason in
   their sole discretion.

 

 * Authorized Contact(s).  Client understands and agrees that Provider will be
   entitled to rely on any directions or consent provided to Provider by any of
   Client Authorized Contacts, as indicated in an applicable signed Quote.  If
   no Authorized Contact is identified in an applicable signed Quote, then
   Client Authorized Contact will be the person(s) (i) who signed the Quote.  If
   Client desires to change Client Authorized Contact(s), please notify Provider
   of such changes in writing which, unless exigent circumstances are stated in
   the notice, will take effect three (3) business days thereafter.

 

 * Shared Administrator Credentials. If Client shares server, network, or
   software application administrative credentials, Provider will not be held
   legally liable or responsible for any outages, errors, breaches, data loss
   and misconfiguration since multiple administrators from different companies
   jeopardizes the integrity of the support outlined in this agreement.

 

 3. CLOUD SERVICES. Customer is responsible for identifying and authenticating
    all users, for approving access by such users to the Services, for
    controlling against unauthorized access by users, and for maintaining the
    confidentiality of usernames, passwords, and account information. By
    federating or otherwise associating your usernames, passwords, and accounts
    with Provider, Customer accepts responsibility for the timely and proper
    termination of user records in Customer’s local (intranet) identity
    infrastructure or on Customer’s local computers. Provider is not responsible
    for any harm caused by Customer’s users, including individuals who were not
    authorized to have access to the Services but who were able to gain access
    because usernames, passwords or accounts were not terminated on a timely
    basis in Customer’s local identity management infrastructure or Customer’s
    local computers. Customer is responsible for all activities that occur under
    Customer’s users’ usernames, passwords, or accounts or as a result of
    Customer’s users’ access to the Services and agree to notify Provider
    immediately of any unauthorized

 

Customer agrees not to use or permit use of the Services, including by
uploading, emailing, posting, publishing or otherwise transmitting any material,
including Customer Content, Customer Applications and Third Party Content, for
any purpose that may (a) menace or harass any person or cause damage or injury
to any person or property, (b) involve the publication of any material that is
false, defamatory, harassing or obscene, (c) violate privacy rights or promote
bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk
mail”, “spam” or chain letters; (e) constitute an infringement of intellectual
property or other proprietary rights, or (f) otherwise violate applicable laws,
ordinances or regulations. In addition to any other rights afforded to Provider
under this Agreement, Provider reserves the right, but has no obligation, to
take remedial action if any material violates the foregoing restrictions,
including the removal or disablement of access to such material. Provider shall
have no liability to Customer in the event that Provider takes such action.
Customer shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness, and ownership of all of Customer Content
and Customer Applications. Customer agrees to defend and indemnify Provider
against any claim arising out of a violation of Customer’s obligations under
this section.

 

 * End of Cloud Services. Upon the end of the Services, Customer will no longer
   have rights to access or use the Services, including the associated Provider
   Programs and Services Environments; however, at Customer’s request, and for a
   period of up to 60 days after the end of the applicable Services, Provider
   will make available Customer’s Content and Customer’s Applications as
   existing in the Services Environment on the date of termination. At the end
   of such 60-day period, and except as may be required by law, Provider will
   delete or otherwise render inaccessible any of Customer Content and Customer
   Applications that remain in the Services Environment.

 

 * Suspension of Cloud Services. Provider may temporarily suspend Customer
   password, account, and access to or use of the Services if Customer violates
   any provision within of this Agreement, ‘Customer Content in Provider
   Services, or ‘Use of the Services’ sections of this Agreement, or if in
   Provider’s reasonable judgment, the Services or any component thereof are
   about to suffer a significant threat to security or functionality.

 

 * Cloud Service Termination. Customer’s use of the Cloud Service may be
   terminated if it (i) poses a security risk to the Service or any third party,
   (ii) adversely impacts the Service or the systems or Content of any other
   clients (iii) subjects Provider, Provider affiliates, or any third party to
   liability, or (iv) Client’s use is fraudulent.

 

 4. RESPONSE; REPORTING.

4.1 Response.  Provider warrants and represents that Provider will provide the
Services, and respond to any notification received by Provider of any error,
outage, alarm, or alert pertaining to the System, in the manner and within the
time period(s) designated in the applicable TOS (“Response Time”), except for
Periods of delay caused by Client Downtime (defined below) and  Vendor-Side
Downtime (defined below) periods in which Provider is required to suspend the
Services to protect the security or integrity of Client System or Provider’s
equipment or network delays caused by a force majeure event.

 

4.2 Scheduled Downtime.  For the purposes of this Agreement, Scheduled Downtime
will mean those hours, as determined by Provider which will not occur between
the Provider’s normal business hours of 9:00 AM and 5:00 PM Monday through
Friday without Client authorization or unless exigent circumstances exist,
during which time We will perform scheduled maintenance or adjustments to Client
System.  Provider will use its best efforts to provide Client with at least
twenty-four (24) hours of notice prior to scheduling Scheduled Downtime.

 

4.3 Client Downtime.  Provider will not be responsible under any circumstances
for any delays or deficiencies in the provision of, or access to, the Services
to the extent that such delays or deficiencies are caused by Client actions or
omissions (“Client Downtime”).

 

4.4 Vendor-Side Downtime.  Provider will not be responsible under any
circumstances for any delays or deficiencies in the provision of, or access to,
the Services to the extent that such delays or deficiencies are caused by
third-party service providers, third-party licensors, or “upstream” service or
product vendors.

 

Client and Provider expressly agree that this paragraph is intended to be as
broad as permitted by the laws of the State of Arizona and that this paragraph
shall be governed by and interpreted in accordance with the laws of the State of
Arizona.

 

 5. CONFIDENTIALITY AND NON-DISCLOSURE. Definition of Confidential Information.
    As used herein, “Confidential Information” means all confidential
    information disclosed by a Party (“Disclosing Party”) to the other Party
    (“Receiving Party”), in any format whether oral, written, electronic, or
    other, that is designated as confidential or that reasonably should be
    understood to be confidential given the nature of the information and the
    circumstances of disclosure.

 

5.1 Client Confidential Information shall include any personally identifiable
information or protected health information of Client employees, Client
customers, and Client Data. Client acknowledges and agrees that these Terms do
not constitute a Business Associates Agreement (“BAA”) as that term is defined
in the Health Insurance Portability and Accountability Act (HIPAA; Pub.L.
104–191, 110 Stat. 1936, enacted August 21, 1996 and as amended), and that the
requirement for any such agreement in addition to these Terms may be necessary
to provide the Services hereunder.  Client shall be solely responsible for the
consequences, if any, of moving forward with the Services hereunder without such
a BAA and shall be the sole judge of the necessity for a BAA in addition to
these Terms.

 

5.2 Furthermore, Client hereby agrees to defend, indemnify and hold harmless
Provider and any affiliated company, and Provider’s respective present and
former shareholders, officers, directors and employees and our attorneys and
agents, and our predecessors, successors, insurers, assigns, heirs, executors
and administrators (collectively referred to as the “Indemnitee”), from and
against any and all claims, demands, causes of action, actions, judgments,
liabilities, losses, costs and expenses, including attorneys’ fees and costs, as
they occur, brought against, imposed upon, or incurred or suffered by, the
Indemnitee which in any way relate to the failure of Client to comply with these
Terms in proper handling of protected health information not caused by
Provider’s gross negligence and/or due to the absence of any necessary BAA, or
failing to notify Provider of the necessity of same.

 

5.3 Confidential Information of each Party shall include the terms and
conditions of these Terms and all TOS’s, and/or other contract documents as well
as business and marketing plans, technology and technical information, products,
services, product plans and designs, trade secrets, and business processes
disclosed by such Party.

 

5.4 Confidential Information (other than Client Data) shall not include any
information that:

(i) is or becomes generally known to the public without breach of any obligation
owed to the Disclosing Party,

(ii) was known to the Receiving Party prior to its disclosure by the Disclosing
Party without breach of any obligation owed to the Disclosing Party,

(iii) is received from a third-party without breach of any obligation owed to
the Disclosing Party, or

(iv) was independently developed by the Receiving Party.

 

5.5 Protection of Confidential Information. The Receiving Party shall:

(i) protect and safeguard the confidentiality of all Confidential Information
with at least the same degree of care as the Receiving Party would protect its
own Confidential Information, but in no event with less than a commercially
reasonable degree of care,

(ii) not use any Confidential Information of the Disclosing Party for any
purpose outside the scope of this Agreement or otherwise in any manner to the
Disclosing Party’s detriment, and

(iii) except as otherwise authorized by the Disclosing Party in writing, to
limit access to Confidential Information of the Disclosing Party to those of its
and its Affiliates’ employees, subcontractors and agents who need such access
for purposes consistent with this Agreement.

 

5.6 Non-disclosure.  Neither Party shall disclose these Terms or any TOS and/or
other contract documents to any third-party other than its affiliates, legal
counsel, and accountants without the other Party’s prior written consent.

 

5.7 Compelled Disclosure. The Receiving Party may disclose Confidential
Information of the Disclosing Party if it is compelled by law to do so, provided
the Receiving Party gives the Disclosing Party prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable assistance, at the
Disclosing Party’s cost, if the Disclosing Party wishes to contest the
disclosure.

 

If the Receiving Party is compelled by law to disclose the Disclosing Party’s
Confidential Information as part of a civil proceeding to which the Disclosing
Party is a Party, and the Disclosing Party is not contesting the disclosure, the
Disclosing Party will reimburse the Receiving Party for its reasonable cost of
compiling and providing secure access to such Confidential Information.

 

5.8 Return or Destruction of Confidential Information. Upon request, each Party
agrees to promptly return the other Party’s Confidential Information in its
possession, custody or control, or to certify the deletion or destruction of
Confidential Information; provided, however, that the Receiving Party may retain
a copy of any Confidential Information to the extent (a) required by applicable
law or (b) it would be unreasonably burdensome to destroy.  In the event that
return of or destruction of Confidential Information is unduly burdensome, or
not feasible, the Parties shall extend the protections of these Terms to the
retained Confidential Information.

 

 6. PROVISION OF MATERIALS AND SERVICES TO Provider. Client agrees to timely
    furnish, at Client’s own expense, all personnel, all necessary computer
    hardware, software and related materials and appropriate and safe workspaces
    for purposes of Provider or its contracted subcontractors, performing the
    Services. Client will also provide Provider or its contracted
    subcontractors, with access to all information, passwords and facilities
    requested by Provider that is necessary for Provider or its contracted
    subcontractors, to perform the Services.  Access may be denied for any
    reason at any time, however if access to information, passwords or
    facilities is denied, Client understands that Provider or its contracted
    subcontractors, may be unable to perform their duties adequately. and if
    such a situation should exist, Client will hold the Provider harmless.

 

 7. RESPONSIBILITY FOR EQUIPMENT. Client acknowledges that from time to time (a)
    Provider may identify additional items that need to be purchased by Client,
    and (b) changes in Client system may be required in order for Provider to
    meet Client requirements. In connection therewith, Client agrees to work in
    good faith with Provider to effectuate such purchases or changes, and such
    changes shall be set forth in a new signed Quote. If Provider is required to
    purchase any assets, including computer hardware and/or software, in
    connection with Provider providing the Services, all such assets will remain
    the sole property of Provider, except that assets sold by Provider to Client
    or procured by Provider on Client’s behalf shall be the sole property of
    Client.  Client will take such reasonable precautions to ensure the quality,
    completeness and workmanship of any item or equipment or hardware furnished
    by Client, and for ensuring that the materials provided to Provider or its
    contracted subcontractors, do not infringe or violate the rights of any
    third-party.  Unless otherwise specified in the Scope of Work and/or other
    contract documents that it is not the intent, nor does the Provider provide
    any type of backup of Client data. Client will maintain adequate backup for
    all data and other items furnished to Provider.

 

It is the Customers responsibility for any failure or malfunction of electrical
or telecommunications infrastructure or services that causes damage to
Provider’s products or services and Provider disclaims all responsibility for
any loss including data.

 

 8. CLIENT DATA OWNERSHIP AND RESPONSIBILITY. Client shall have sole
    responsibility for the accuracy, quality, integrity, legality, reliability,
    appropriateness, and intellectual property ownership or right to use of any
    data, information or material proprietary submitted by Client to Provider.

 

 9. INTELLECTUAL PROPERTY. Provider retains all intellectual property rights in
    any property invented or composed in the course of or incident to the
    performance of this Agreement, as well as any software, materials, or
    methods created prior to or after conclusion of any work “Intellectual
    Property”. Client acquires no right or interest in any such intellectual
    property, by virtue of this Agreement or the work performed under this
    Agreement.

 

 * Client may only use and disclose Intellectual Property in accordance with the
   terms of this Agreement, signed Quote, applicable TOS and/or other contract
   documents. Provider reserves all rights in and to the Intellectual Property
   not expressly granted in this Agreement. Client may not disassemble or
   reverse engineer any Intellectual Property or decompile or otherwise attempt
   to derive any software source code within the Intellectual Property from
   executable code, except to the extent expressly permitted by applicable law
   despite this limitation or provide a third-party with the results of any
   functional evaluation, or benchmarking or performance tests on the
   Intellectual Property, without Provider’s prior written approval. Except as
   expressly authorized in these Terms or an TOS, signed Quote and/or other
   contract documents, Client may not (a) distribute the Intellectual Property
   to any third-party (whether by rental, lease, sublicense or other transfer),
   or (b) operate the Intellectual Property in an outsourcing or Provider
   business to process the data of third parties.  Additional usage restrictions
   may apply to certain third-party files or programs embedded in the
   Intellectual Property – applicable installation instructions or release notes
   will contain the relevant details.

 

 * LICENSE AGREEMENTS.

 

 * License. Subject to these Terms, Provider grants Client a perpetual,
   non-exclusive, non-transferable license to use all programming,
   documentation, reports, and any other product provided as part of the
   Services solely for Client own internal use. At all times, all software on
   the System must be genuine and licensed, and Client agrees to provide
   Provider with proof of such licensing upon it’s  If Provider requires Client
   to implement certain minimum hardware or software requirements (“Minimum
   Requirements”), Client agrees to do so as an ongoing requirement of Provider
   providing it’s Services to Client.

 

 * Software Installation or Replication. If Provider is required to install or
   replicate Client software as part of the Services, Client will independently
   verify that all such software is properly licensed.  Client act of providing
   any software to Provider will be deemed Client affirmative acknowledgement to
   Provider that Client have a valid license that permits Provider to perform
   the Services related thereto.  In addition, Client will retain the duty and
   obligation to monitor Client equipment for the installation of unlicensed
   software unless Provider in a written statement of work (“TOS”) expressly
   agrees to conduct such monitoring. Customer will indemnify and hold harmless
   Provider against all damages and expenses it may incur (including reasonable
   attorney’s fees and disbursements) related to Customer providing infringing
   materials to Provider or any Customer breach of this Section.

 

 * Pre-Existing License Agreements. Any software product provided to Client by
   Provider as a reseller for a third-party, which is licensed to Client under a
   separate software license agreement with such third-party, will continue to
   be governed by the third-party license agreement.

 

 * EULA. Portions of the Services may require Client to accept the terms of one
   or more third-party end user license agreements (“EULAs”).  If the acceptance
   of a EULA is required to provide the Services to Client, then Client hereby
   grants Provider permission to accept the EULA on Client behalf.  EULAs may
   contain service levels, warranties and/or liability limitations that are
   different than those contained in these Terms.  Client agrees to be bound by
   the terms of such EULAs and will look only to the applicable third-party
   provider for the enforcement of the terms of such EULAs.  If, while providing
   the Services, Provider is required to comply with a third-party EULA and the
   third-party EULA is modified or amended, Provider reserves the right to
   modify or amend any applicable TOS with Client to ensure its continued
   compliance with the terms of the third-party EUL  Client agrees to hold
   harmless and Indemnify Provider against Client violation of any of the terms
   and conditions included in the subject EULA.

 * Third-Party Products. Unless otherwise stated in a signed Quote, all
   hardware, software, peripherals or accessories purchased through Provider
   (“Third-Party Products”) are nonrefundable once the applicable signed Quote
   is placed in our queue for delivery.  Provider will use reasonable efforts to
   assign, transfer and facilitate all warranties (if any) and service level
   commitments (if any) for the Third-Party Products to Client, but will have no
   liability whatsoever for the quality, functionality or operability of any
   Third-Party Products, and Provider will not be held liable as an insurer or
   guarantor of the performance, uptime or usefulness of any Third-Party
   Products.  Unless otherwise expressly stated in a signed Quote all
   Third-Party Products are provided “as is” and without any warranty whatsoever
   as between Provider and Client (including but not limited to implied
   warranties).

 

 10. PROVIDER’S EMPLOYEE’S, AGENTS OR SUBCONTRACTORS. Client acknowledges that
     Provider has incurred substantial recruitment, screening, training, and
     administrative expenses with respect to its agents, including its
     employees, vendors and independent subcontractors.  From the Effective Date
     of the last signed quote or auto-renewal thereof and up to one (1) calendar
     year after the date of termination of any signed Quote. Client shall not
     hire or contract directly or indirectly with any of the Provider’s
     employees, agents or subcontractors who have communicated with and/or
     worked on any Service for Client.  Client and Provider mutually acknowledge
     and agree that it would be impractical and extremely difficult to ascertain
     the amount of monetary damages that would be caused by a breach by Client
     of this provision.  Therefore, Client and Provider mutually agree that in
     the event of a breach by Client in any way of this provision, Client shall
     pay to Provider as liquidated damages, an amount equal to One Hundred Fifty
     Thousand Dollars ($150,000.00).  this amount is an effort by both parties
     to properly and reasonably assess the damages that Provider would suffer as
     a direct result of a breach by Client, taking into account the following
     facts and circumstances: (a) an average employee working for Provider will
     generate significant net revenue for the Provider and remain employed by
     the Provider for an extended period of time; (b) Provider will lose
     significant revenue and incur significant costs in connection with
     attempting to replace such employee; (c) there is no guarantee that such
     employee can be replaced; and (d) accurately assessing the value of such
     employee to the Provider upon such breach is virtually impossible.  In
     light of these circumstances, Client and Provider mutually agree that this
     liquidated damages provision represents reasonable compensation to Provider
     for the losses that it would incur due to any such breach.  Client and
     Provider further acknowledge and agree that nothing in this paragraph shall
     limit Provider’s rights to obtain injunctive relief or any other damages
     including, but not limited to punitive, consequential, special, or any
     other damages, as may be appropriate in connection with Client breach of
     this section.

 

 11. WARRANTY. Provider warrants that it or its contracted subcontractors, will
     perform the services substantially in accordance with the specifications
     set forth whether under these Terms, TOS, signed Quote and/or other
     contract documents or otherwise in connection with any of them.  For any
     breach of the foregoing warranty, Provider or its contracted
     subcontractors, will exercise commercially reasonable efforts to re-perform
     any non-conforming services that were performed within the ten (10)
     business day period immediately preceding the date of Client’s written
     notice to Provider specifying in reasonable detail such non-conformance. 
     If Provider concludes that conformance is impracticable, then Provider will
     refund all fees paid by Client to Provider hereunder, if any, allocable to
     such nonconforming Services.

 

Notwithstanding any provision to the contrary in these Terms, any warranty
offered and provided directly by Provider product shall be deemed null and void
if the applicable product is:

 

(i) altered, modified or repaired by persons other than Provider, including,
without limitation, the installation of any attachments, features, or devices
not supplied or approved by  Provider

 

(ii) misused, abused, or not operated in accordance with the specifications of
Provider or the applicable manufacturer or creator of the hardware or product,
or,

 

(iii) subjected to improper site preparation or maintenance by persons other
than Provider or persons approved or designated by Provider.

 

Notwithstanding the above, Provider does not warrant its products or services
beyond a reasonable standard or skill consistent with industry standards. 
Provider does not guarantee or promise any cost savings, profits, or returns on
investment, delay in delivery or performance.

 

 

 13. CLIENT CYBER SECURITY. It is understood that within the Services provided,
     it is not the intent, nor does the Provider provide any type of internet
     security monitoring, cyber security monitoring, cyber terrorism monitoring,
     or other cyber threats for Client unless otherwise specified in the TOS. 
     As cyber threats are always evolving it is strongly recommended that Client
     engage the services of a cyber protection third-party vendor to monitor the
     cyber controls and cyber activities in Client System.  In no event,
     including the negligent act or omission on its part, shall Provider,
     whether under these Terms, an TOS, signed Quote or otherwise in connection
     with any of them, be liable in contract, tort, third-party liability,
     breach of statutory duty or otherwise, in respect of any direct, indirect
     or consequential losses or expenses, including without limitation loss of
     anticipated profits, company shut-down, third-party loss or injury, any
     loss because of data breach, any loss of personally identifiable or
     protected information, goodwill, use, market reputation, business receipts
     or contracts or commercial opportunities, whether or not foreseeable, if
     such loss was the result of or arose from any act of terrorism, strike or
     similar labor action, war, invasion, act of foreign enemy, hostilities or
     warlike operations, civil war, rebellion, revolution, insurrection, civil
     commotion assuming the proportions of or amounting to an uprising, or any
     action taken in controlling, preventing or suppressing any of these things,
     including any such act or series of acts of any person or group(s) or
     persons, whether acting alone or on behalf of or in connection with any
     organization(s), committed for political, religious or ideological purposes
     including but not limited to the intention to influence any government
     and/or to put the public in fear for such purposes by using activities
     perpetrated electronically that are directed towards the destruction,
     disruption or subversion of communication and information systems,
     infrastructure, computers, telecommunications or electronic networks and/or
     its content thereof or sabotage and or threat therefrom.

 

 14. REGULATORY COMPLIANCE. Any software or service provided by Provider is not
     intended to bring Client into full regulatory compliance with any rule,
     regulation, National Standard or requirement.  The software, service, or
     solutions may aid Client’s efforts to achieve regulatory compliance,
     however, Provider does not provide comprehensive compliance solutions.

 

 15. TELEMARKETING & UNSOLICITED EMAILS. In no event, including the negligent
     act or omission on its part, shall Provider or its contracted
     subcontractors, whether under these Terms, an TOS, signed Quote, other work
     order or otherwise in connection with any of them, be liable in contract,
     tort, third-party liability, breach of statutory duty or otherwise, in
     respect of any direct, indirect or consequential losses or expenses,
     including without limitation loss of anticipated profits, company
     shut-down, third-party loss or injury, any loss because of data breach, any
     loss of personally identifiable or protected information, goodwill, use,
     market reputation, business receipts or contracts or commercial
     opportunities, whether or not foreseeable, if Client data is breached
     because of the distribution of unsolicited email, direct mail, facsimiles,
     telemarketing or because of the collection of information by means of any
     form of electronic malware, wiretapping, bugging, video cameras or
     identification tags.

 

 16. EXTRAORDINARY EVENTS. In no event shall Provider or its contracted
     subcontractors, whether under these Terms, an TOS, signed Quote, other work
     order or otherwise in connection with any of them, be liable in contract,
     tort, third-party liability, breach of statutory duty or otherwise, in
     respect of any direct, indirect or consequential losses or expenses,
     including without limitation loss of anticipated profits, company
     shut-down, third-party loss or injury, any loss because of data breach, any
     loss of personally identifiable or protected information, goodwill, use,
     market reputation, business receipts or contracts or commercial
     opportunities, whether or not foreseeable, if such loss was the result of
     or arose from any failure or malfunction of electrical, mechanical or
     telecommunications infrastructure and equipment or services, any satellite
     failure, or from any fire, flood, earthquake, volcanic eruption, explosion,
     lighting, wind, hail, tidal wave, landslide, act of God, national or global
     pandemic, or other physical event.

 

 17. RELEASE WITH LIMITATION OF LIABILITY.THIS PARAGRAPH LIMITS THE LIABILITIES
     ARISING UNDER THESE TERMS OR ANY SIGNED QUOTE AND IS A BARGAINED-FOR AND
     MATERIAL PART OF THESE TERMS.  CLIENT ACKNOWLEDGE AND AGREE THAT PROVIDER
     WOULD NOT ENTER INTO THESE TERMS UNLESS IT COULD RELY ON THE LIMITATIONS
     DESCRIBED IN THIS PARAGR CLIENT AND ANY OF CLIENT AFFILIATES AND EACH OF
     THEIR RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS,
     SHAREHOLDERS, NOMINEES, CONSULTANTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY,
     THE “RELEASOR PARTIES”) AGREES TO THE FULLEST EXTENT PERMITTED BY LAW
     AND EXCEPT AS OTHERWISE NOTED IN THESE TERMS, AGREES TO RELEASE PROVIDER
     AND ANY OF THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES,
     EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, SHAREHOLDERS, NOMINEES,
     CONSULTANTS, SUBCONTRACTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE
     “RELEASED PARTIES”) FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
     INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE,
     DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL
     DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES. PROVIDER’S AGGREGATE
     LIABILITY RELATING TO ANY OF THE SERVICES SHALL BE QUANTIFIED IN THE SIGNED
     QUOTE OR OTHER CONTRACT DOCUMENTS TERMS OR AS DESCRIBED IN THE SIGNED QUOTE
     PROVIDER SHALL NOT BE LIABLE TO CLIENT FOR ANY DELAY IN DELIVERY OR
     PERFORMANCE, OR FAILURE TO DELIVER OR PERFORM AT OR WITHIN THE DEADLINES
     SET FORTH IN THESE TERMS.

 

 18. MUTUAL INDEMNIFICATION AND HOLD HARMLESS. EACH PARTY AGREES TO THE FULLEST
     EXTENT PERMITTED BY LAW SHALL AT ALL TIMES DEFEND, INDEMNIFY, PAY, SAVE AND
     HOLD THE OTHER PARTIES AND ANY OF THEIR AFFILIATES AND EACH OF THEIR
     RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS,
     NOMINEES, SUBCONTRACTORS, CONSULTANTS, SUCCESSORS AND ASSIGNS
     (COLLECTIVELY, THE “MUTUALLY INDEMNIFIED PARTIES”) HARMLESS FROM EACH AND
     ANY AND ALL LIABILITIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT,
     SPECIAL AND CONSEQUENTIAL DAMAGES), COSTS, EXPENSES, SUITS, CIVIL OR
     ALTERNATIVE DISPUTE RESOLUTION PROCEEDING, LOSSES, CLAIMS, ACTIONS,
     VIOLATIONS, FINES AND PENALTIES (INCLUDING WITHOUT LIMITATION, COURT COSTS,
     REASONABLE ATTORNEY’S FEES AND ANY OTHER REASONABLE COSTS OF LITIGATION)
     (HEREINAFTER COLLECTIVELY, THE “CLAIMS”) THAT ANY OF THE MUTUALLY
     INDEMNIFIED PARTIES MAY SUFFER, SUSTAIN OR INCUR TO THE EXTENT CAUSED BY
     THE NEGLIGENCE OF THE MUTUALLY INDEMNIFIED PARTIES ARISING OUT OF THESE

 

THE PRECEDING INDEMNIFICATION OBLIGATIONS ARE CONDITIONED ON ANY OF THE
INDEMNIFIED PARTIES: (I) NOTIFYING THE INDEMNIFYING PARTY PROMPTLY IN WRITING OF
SUCH ACTION; (II) REASONABLY COOPERATING AND ASSISTING IN SUCH DEFENSE; AND
(III) GIVING SOLE CONTROL OF THE DEFENSE AND ANY RELATED SETTLEMENT NEGOTIATIONS
TO THE INDEMNIFYING PARTY WITH THE UNDERSTANDING THAT THE INDEMNIFYING PARTY MAY
NOT SETTLE ANY CLAIM IN A MANNER THAT ADMITS GUILT OR OTHERWISE PREJUDICES THE
INDEMNIFIED PARTY, WITHOUT CONSENT.

 

 19. PROVIDER INSURANCE. Provider agrees to maintain sufficient insurance
     coverage to enable it to meet its obligations created by these Terms and by
     law.  Without limiting the foregoing, to the extend this Agreement creates
     exposure generally covered by the following insurance policies, Provider
     will maintain at its own sole cost and expense at least the following
     insurance covering its obligations under this Agreement: (a) Commercial
     General Liability including (i) bodily injury, (ii) property damage, (iii)
     contractual liability coverage, and (iv) personal injury, in an amount not
     less than One Million Dollars ($1,000,000) per occurrence; (b) Business
     Automobile Liability for hired and non-owned vehicles in an amount of not
     less than One Million Dollars ($1,000,000) for each accident; (c) Workers
     Compensation at statutory limits; and (d) Professional Liability Insurance
     covering errors and omissions and wrongful acts in the performance of the
     Services.  Such insurance will bear a combined single limit per occurrence
     of not less than One Million Dollars ($1,000,000). Provider shall have
     Client included in the Professional Liability policy as an additional
     insured. Such status will provide protection, subject to the policy terms
     and conditions, where liability is imposed on Client as a result of the
     wrongful act of Provider.

 

 20. CLIENT INSURANCE.

 

 * Commercial Property Insurance. Client shall secure at Client own cost and
   expense Property Insurance for Client equipment that is part of the
   provisions of the service agreement.

 

 * Cyber Insurance. Client shall secure and maintain for the duration of the
   contract Cyber Liability Insurance to insure Client cyber exposures. Specific
   limits and coverages should be evaluated by a qualified insurance broker or
   risk manager to determine Client specific coverage and policy limit
   requirements. A minimal $1,000,000 Policy per occurrence/aggregate limit is
   required.

 

 * Mutual Waiver of Subrogation. TO THE EXTENT PERMITTED BY LAW, EACH PARTY
   WAIVES ALL RIGHTS AGAINST THE OTHER FOR RECOVERY OF DAMAGES TO THE EXTENT
   THESE DAMAGES ARE COVERED BY THE WORKERS COMPENSATION (TO THE EXTENT
   PERMITTED BY LAW) AND EMPLOYERS LIABILITY, PROFESSIONAL LIABILITY, GENERAL
   LIABILITY, PROPERTY INSURANCE, COMMERCIAL UMBRELLA/EXCESS, CYBER OR OTHER
   COMMERCIAL LIABILITY INSURANCE OBTAINED BY EITHER PARTY. CLIENT WILL NOT HOLD
   PROVIDER ITS SUBCONTRACTORS AND/OR THIRD-PARTY SERVICE PROVIDERS RESPONSIBLE
   FOR SUCH LOSSES AND WILL CONFIRM THAT CLIENT INSURANCE POLICIES REFERENCED
   ABOVE PROVIDE FOR THE WAIVER OF SUBROGATION INCLUDED IN THE TERMS OF SERVICE.

 

 21. DISCLAIMERS. The express remedies set forth in these Terms will constitute
     Client’s exclusive remedies, and Provider’s sole obligation and liability,
     for any claim (a) that a Service or deliverable provided hereunder does not
     conform to specifications or is otherwise defective, or (b) that the
     Services were performed improperly.

 

EXCEPT FOR THE WARRANTIES MADE BY PROVIDER IN SECTION 10, WHICH ARE LIMITED
WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CLIENT, THE SERVICES AND
DELIVERABLES ARE PROVIDED STRICTLY “AS-IS.”  PROVIDER DOES NOT MAKE ANY
ADDITIONAL WARRANTIES, EXPRESSED, IMPLIED, ARISING FROM COURSE OF DEALING OR
USAGE OF TRADE, OR STATUTORY, AS TO THE DELIVERABLES OR SERVICES PROVIDED
HEREUNDER, OR ANY MATTER WHATSOEVER.  THE PARTIES DISCLAIM ALL WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE
AND NON-INFRINGEMENT.

 

PROVIDER DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES WILL MEET ANY OF
CLIENT REQUIREMENTS NOT SET FORTH HEREIN, THAT ANY DELIVERABLES WILL OPERATE IN
THE COMBINATIONS THAT CLIENT MAY SELECT FOR USE, THAT THE OPERATION OF ANY
DELIVERABLES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ALL ERRORS
WILL BE CORRECTED.  IF PRE-PRODUCTION (E.G., “ALPHA” OR “BETA”) RELEASES OF
SOFTWARE ARE PROVIDED TO CLIENT, SUCH COPIES ARE PROVIDED “AS-IS” WITHOUT
WARRANTY OF ANY KIND.

 

No statement by any Provider employee or agent, orally or in writing, will serve
to create any warranty or obligation not set forth herein or to otherwise modify
these Terms in any way whatsoever.

 

 22. SEVERABILITY. If any provision of these Terms is determined by a court of
     competent jurisdiction to be illegal or unenforceable, such provision shall
     be automatically reformed and construed so as to be valid, operative and
     enforceable, to the maximum extent permitted by law or equity while
     preserving its original intent. The invalidity of any part of these Terms
     shall not render invalid the remainder of the Terms.

 

 23. AMENDMENT. These Terms may not be amended except by a writing executed by
     an authorized individual of the Provider.

 

 24. RELATIONSHIP. The Parties are independent parties; and these Terms do not
     make the Parties principal and agent, partners, employer and employee; nor
     does it create a joint venture.  It is further understood that there is no
     relationship, including but not limited to a partnership, joint venture,
     subcontractor, or other commission-based relationship, between any party
     that referred Provider or Client to the other party to these Terms.

 

 25. LAW. These Terms shall be governed by and construed in accordance with the
     laws of the State of Arizona without reference to principles of conflicts
     of laws. The Parties irrevocably submit to the exclusive jurisdiction of
     the courts of the State of Arizona.

 

 26. WAIVER. Failure by either Party to insist upon strict performance of any
     provision herein shall not be deemed a waiver by such Party of its rights
     or remedies, or a waiver by it of any subsequent default by the other
     Party.

 

 27. FORCE MAJEURE. Neither party will be liable to the other party for delays
     or failures to perform its obligations under this Agreement or any TOS
     because of circumstances beyond such party’s reasonable control.  Such
     circumstances include, but will not be limited to, any intentional or
     negligent act committed by the other party, or any acts or omissions of any
     governmental authority, natural disaster, act of a public enemy, acts of
     terrorism, riot, sabotage, pandemic, disputes or differences with workmen,
     power failure, communications delays/outages, delays in transportation or
     deliveries of supplies or materials, cyberwarfare, cyberterrorism, or
     hacking, malware or virus-related incidents that circumvent then-current
     anti-virus or anti-malware software, and acts of God.

 

 28. DATA ACCESS/STORAGE. Depending on the Service provided, a portion of Client
     data may occasionally be accessed or stored on secure servers located
     outside of the United States.  Clients agree to notify Provider if Client
     company requires Provider to modify our standard access or storage
     procedures.

 

 29. ASSIGNMENT. Client may not assign Client rights or obligations under these
     Terms without Provider’s prior written consent which shall not be
     unreasonably withheld. Provider may assign these Terms, the Quote and/or
     MSA without the approval of the Client.

 

[1] TOS is defined as either Cloud TOS, IT TOS, Voice TOS, Design TOS or
Security TOS.

×


IT TERMS OF SERVICE

This IT Terms of Service (“IT-TOS”) is in conjunction with the Terms and
Conditions, the signed Quote, Addendums, or any other unique attachment(s) which
are all incorporated into the Terms and Conditions “Agreement” by this reference
and are made a part of the Agreement by all intents and purposes. This IT-TOS
does not replace the Terms and Conditions but incorporates all the provisions
and obligations set forth in the Terms and Conditions.  Should any provision of
the Terms and Conditions and this IT-TOS conflict, the IT-TOS shall take
precedence.  Provider shall provide the Services described below to the
standards stated in the Terms and Conditions.

This IT-TOS supplements the Terms and Conditions https://cloudit.co/legal by and
between Provider and Client.  Effective date and specific terms contained in the
signed Quote prevail over this IT-TOS and the Terms and Conditions, which are
all incorporated into the Agreement by reference and are made a part of the
Agreement by all intents and purposes.

 

Whereas, Client desires to contract with Provider for the provision of IT
Services, and Provider desires to provide IT Services to Client; Now therefore,
for and in consideration of the premises contained herein and good and valuable
consideration, receipt of which is hereby acknowledged, the parties agree as
follows:

 

ORDERING OF IT SERVICES

For purposes of this IT-TOS, an Order means a complete and signed Quote (either
in electronic or paper form) provided to you by Provider for acceptance that
describes the services (“Services”) you are subscribing to and the price of such
Services, signed by Client, either manually or electronically.

 

Client’s use of the Services is governed by this IT-TOS, the Terms of Service
and the terms of your Order/Quote Form. Client acknowledges and agrees to all
terms and conditions, residing at:

 

https://cloudit.co/legal

Client represents and ensures that the individual placing the Order/Quote for
Client has the legal authority to enter into contractual commitments and make
purchase(s) for the Client.

 

Commencement of Services is contingent on Client’s satisfying Provider’s credit
approval criteria.  Provider reserves the right to, in its sole discretion,
accept or reject any Order/Quote that Client submits.

 

TERM OF AGREEMENT/ AUTOMATIC RENEWAL

This IT-TOS shall automatically renew for subsequent terms (“Renewal Term”)
beginning on the day immediately following the end of the Initial Term (as set
forth in the signed Quote) unless either party gives the other notice not later
than ninety (90) days’ prior to the end of the Initial Term of its intent not to
renew this IT-TOS.

 

TERMINATION

The Services may be terminated With Cause by either Provider or Client upon
ninety (90) days’ prior written notice if the other Party:

 1. Fails to fulfill in any material respect its obligations under this IT-TOS
    and does not cure such failure within thirty (30) days of receipt of written
    notice.
 2. Breaches any material term or condition of this IT-TOS and fails to remedy
    such breach within thirty (30) days of receipt of written notice. If Client
    is the Defaulting Party, termination of the Agreement will be considered an
    Early Termination without cause and subject to the terms of this IT-TOS
    “Early Termination” below.
 3. Terminates or permanently ceases its business operations, unless it is
    succeeded by a permitted assignee under this IT-TOS.

 

Termination of IT Services covered by the Agreement before the end of the
contracted term date (except as outlined above as “With Cause”) is considered an
“Early Termination”.  Client understands that early termination creates an undue
hardship for Provider.  Early Termination damages to Provider would be difficult
or impractical to determine, and Client agrees that in such event, as Provider’s
sole and exclusive remedy therefore, Client shall pay Provider for liquidated
damages and discount repayment, and not as a penalty, an amount equal to 50% of
the remaining months of service (Damages = (non-discounted monthly recurring fee
X remaining months) divided by 2). In addition, Client agrees to repay all
discounts received retroactively.  Promotional rates will be forfeited, and
Client agrees to pay the standard rates as indicated on the applicable IT-TOS,
for all months of previously received discounted services in addition to
liquidated damages fees. (Discount repayment = ((Standard monthly recurring fee
– discounted monthly recurring fee) X number of previously paid months at the
discounted fee.  Further, some of Provider’s Third-Party Vendors including
Microsoft have begun to charge annual Licensing Fees. The services and products
offered by these third-party vendors may require Provider to purchase certain
“per seat” licenses from these third parties to provide Client with these
applications (i.e.  Microsoft 365, Office 365). As per their requirements, the
licenses cannot be canceled once they are purchased and cannot be transferred to
any other customer. If Provider purchases a license for Client on an order, then
those licenses will require a one (1) year term, or Client may be assessed
additional monthly fees for purchasing month-to-month licensing instead of
committing to the one (1) year term. For that reason, Client understands and
agrees that regardless of the reason for termination of the Services, Client is
required to pay for all applicable licenses in full for the entire term of those
licenses.  It is the Provider’s understanding that once the license is paid in
full, Client will be permitted to use the applicable applications until the
expiration of the license terms, even if Client moves to a different technology
services provider.

 

Regardless of reason for termination of the Agreement, for any reason, Provider
will assist Client in the orderly termination of services, including but not
limited to, the timely transfer of the services to another designated Provider.
Client agrees to pay Provider the actual costs of rendering such assistance.

 

Upon termination, all non-client owned hardware and software installed by
Provider that was required to conduct systems/network support services are the
property of Provider and will be surrendered and returned to Provider at the end
of the IT-TOS.

 

Managed IT Services Standard (non-discounted rates).

Managed Service Type of Support Standard / Market Monthly
Management Rates Promotional/Discounted Quote Rates Workstation Support Remote
Only




Remote + Onsite

$200.00 /per user




$300.00 /per user

Stated in signed Quote Server Support Remote Only




Remote + Onsite

$250.00 /per each




$350.00 /per each

Stated in signed Quote Firewall Support Remote Only




Remote + Onsite

$250.00 /per each




$350.00 /per each

Stated in signed Quote Switch Support Remote Only




Remote + Onsite

$250.00 /per each




$350.00 /per each

Stated in signed Quote Wireless Support Remote Only




Remote + Onsite

$250.00 /per each




$350.00 /per each

Stated in signed Quote

 

EQUIPMENT COVERED

Provider will provide Client IT Services for Client’s systems/network located at
the physical Service Address(s) listed in the signed Quote.

 

Any additional critical devices added to the systems/network at the locations
covered in this IT-TOS without the consent or acknowledgement of Provider will
not be honored or supported by Provider under this IT-TOS.

 

Provider reserves the right to renegotiate any and all rates based on additions
of locations, hardware, software, hardware support requirements, and/or changes
in IT Services as well as modify this IT-TOS (or any portion thereof) with a
30-day notice.

 

OUT OF SCOPE / LIMITATIONS

To ensure that our resources will provide fast, effective service, there are
some services that are not covered and therefore considered outside the scope of
the Agreement.  Only those Services stated in writing in the signed Quote or any
subsequent Quote are offered under the monthly rate.  Client may request
Provider’s assistance with any services that do not appear in the Quote and
Client acknowledges that they may incur additional charges. Provider will make
reasonable effort to notify client of any out-of-scope engagements requiring
separate billing before work is initiated.

 

CLIENT REPRESENTATION

Client will designate a managerial level representative to authorize all
systems/network support services as outlined in this IT-TOS.  Whenever possible,
said representative shall be present whenever a Provider service representative
is on-site.  It is Client’s responsibility to inform Provider of any changes
made to this representation two (2) weeks in advance.

 

PRICING FOR SELECTED SERVICES

Rate fees are valid for the entire duration of the term (unless stated
differently in the Order/Quote). Client may receive a promotional rate that is
lower than the standard rate in exchange for committing to a multi-year term.
Standard Rates are published in the Quote. Promotional rates can be forfeited by
Client for Early Termination of the Agreement (see above termination section).

 

FEE SCHEDULE / PAYMENT TERMS / OUT OF SCOPE WORK

 1. Monthly Fees:
    1. The Monthly Fees do not include the cost of any hardware, software,
       equipment, or supplies or any out-of-pocket expenses incurred by
       Provider.
    2. The first monthly installment is due upon execution of the Agreement.
       Each payment thereafter shall be due in the first day of each calendar
       month.
    3. Note there will be a one-time OPTIONAL on-boarding fee charged that is
       equal to one month’s fee. The on-boarding fee will be billed separately.
    4. Client shall, in addition to the other amounts payable under the
       Agreement, pay any and all sales and other taxes, federal, state, etc.
       however designated which are levied or imposed by reason of the services
       provided pursuant to the Agreement. Without limiting the foregoing,
       Client shall promptly pay to Provider an amount equal to any such taxes
       actually paid or required to be collected or paid by Provider.
    5. Client is responsible for informing Provider is responsible for informing
       Provider of changes to the number of users within five (5) business days.
       The monthly pricing will be automatically adjusted with the addition of
       any new users or software application(s).
    6. The monthly cost of IT Services is based upon a few key factors:
       1. Base program that includes monitoring of all devices and software
          applications
       2. Agreed upon support and management features in the signed Quote.

 * Inclusion of any optional modules or services over and above the base program
   that were agreed upon in the pre-sale’s discussions.

 1. Cost of any assessment, review and/or initial set up fee incurred in the
    course of setting up the Client on Provider’s IT Services plan, amortized
    over the length of the Agreement.

 2. The Monthly Fees increase three percent (3%) annually after the initial term
    of the Agreement.
 3. In the event the Agreement does not cover on site work and the problem
    requires an on-site visit Client will be billed Provider’s current labor
    rate. If the ticket cannot be resolved remotely during standard
 4. Invoices will be electronically submitted on the 1st of each month for the
    following month’s service. Payment terms are Net 15 days from invoice date
    or the FIRST day of the following month, whichever is earlier.
 5. Client also understands that the quantities listed on their signed Quote are
    the minimums for the term of the Agreement. A written change request must be
    submitted by Client to reduce any count(s) below the original minimums and
    is subject to approval at Provider’s sole discretion.
 6. Travel charges may be incurred for on-site service calls outside of
    Provider’s standard service areas. Travel charges are billed at the standard
    hourly labor rates.
 7. Remittance Method Payments to Provider must be made via automatic ACH
    transfer or credit card payment (additional convenience fee applies).

 

Provider IT SERVICES SUPPORT

Provider’s service desk provides a point of escalation when Client has an issue
or question.  Provider’s staff are available 24 hour per day/7 days per week.
365 days per year to log issues and support the Client’s team.

 

Priority Level 1 – General questions and all support requests

 * Customer Service (602) 875-5400, ticket@cloudIT.co or by clicking the Request
   Service tab from our website http://www.Provider.co.
 * Our standard business hours are 7:00AM – 5:30PM AZ time Monday through
   Friday.
 * Any of these methods will generate a service order and a system-generated
   response will be sent to your designated contacts or the requestor of the
   remote or on-site service call.
 * Service Orders will be assigned to Technician by areas of expertise. In the
   event that the technician is unable to remedy the issue the ticket will be
   reassigned and escalated to higher level technician. Provider dispatcher will
   contact the designated contact or requestor to schedule the required work,
   update status on the open service order and/or confirm that the issue has
   been resolved.

 

Priority Level 2 –After-Hours Emergency

 * After normal business hours, emergency calls are handled by a cascading
   messaging system.
 * Contact Customer Service by dialing their main number (602) 875-5400 and
   leave a message in the emergency message box. The emergency message will be
   delivered via cell phone, email and pager notification to the Provider
   on-call technician, who, within 20 minutes of receiving the message, will
   respond to the person who left the message and begin to take the appropriate
   action to resolve the emergency issue.
 * In the event that a technician does not respond within 20 minutes, the
   automated system will automatically escalate the message to Priority Level
   III status.

 

Priority Level 3 – Escalated After-Hours Service Issues

 * Notification of a no-response emergency message to the on-call technician
   after 20 minutes is sent to our Operations Manager. If the Operations Manager
   does not respond to the message within 10 minutes, the automated system then
   notifies our NOC Manager and Customer Service Manager which will ensure a
   response within our guaranteed service level agreement.

 

SERVICE TICKET / ENTRY CHANNELS:

 * Call our Customer Service (602) 875-5400
 * Send an email to ticket@cloudIT.co
 * Click the Request Service tab from our website http://www.cloudIT.co.

 

For all requests for service, including email requests to be accepted and
processed, the following information must be included:

 * Requester’s Company / Organization Name
 * Requester’s Full Name, or Name of Person they are opening the ticket on
   behalf of
 * Best / Preferred Call Back Number(s)
 * Basic Description of the Issue (for example: “My PC can’t connect to the
   Internet”)
 * Severity of the problem
 * The applications and versions you are working with
 * Any recent changes made to the computer/system/network
 * Any error messages and what was processing at the time the problem occurred
 * If inquiring about a request or question, a description of the request and
   relevant details

 

If the above required information is not in the email request, and the Client
cannot be easily determined from the email address and message contents, the
Help Desk will be unable to contact the requester and no further action will be
taken.

 

Provider shall provide services as defined in the Agreement during business
hours, unless otherwise specified in the signed Quote and in accordance with
Provider’s IT Service policies then in effect.

 

Customer service will create or update a ticket for each call received, whether
the issue is in or out of scope of the Agreement. For requests in scope, the
technician will attempt to work the issue through to resolution. If there is a
need for further investigation, Provider will follow up with the caller once
triage has been completed. When out of scope additional support is needed or the
call is regarding a project, Provider will assign the ticket to the appropriate
escalation or project resource and they will follow up with the requester
directly.  Provider current hourly labor rate will be billed for Out-of-Scope
services.

 

Periodic reboots for such devices as firewalls, routers, and servers are
required to apply/activate critical update patches and configuration changes. 
Provider’s support services within this Agreement are predicated upon the
Clients support and commitment to providing time/scheduling for network device
reboots with Client’s staff and/or user’s support.

 

Web Portal – (Portal website provided during IT Services Onboarding) Client may
request a login to Web Portal to submit service requests online. The Help Desk
can receive service requests via portal and any such requests will automatically
generate a ticket.

 

If the ticket cannot be resolved remotely during standard Service Hours, a
reasonable effort may be made by Provider to resolve the issue outside Service
Hours, depending on availability. If Client requests support outside of Service
Hours or requests work to be performed that is determined to be Out of Scope of
the Agreement. Client will be billed Provider’s current hourly labor rate.

 

CLIENT-PROVIDED BACK-UP SOLUTIONS

It is understood that Client has been fully and adequately been advised and
understands the importance of implementing and utilizing an enterprise back-up
and disaster recovery solution to protect Client’s data held within its
network.  If Client advises Provider that it has a back-up and data recovery
solution currently in place and does not choose to use Provider for this service
and Provider has vetted and approved Client’s existing back-up and disaster
recovery solution, Provider will support Client pursuant to the terms of the
Agreement herein only. Further, Client agrees to keep said approved back-up
solution in place throughout the duration of this Agreement and provide Provider
written documentation demonstrating the same.  Should the back-up and disaster
recovery solution expire and/or not be in place at any time during the duration
of the herein Agreement, Client understands that Provider cannot be held
responsible for the validity, restoration and/or protection of Client’s data.

 

Additionally, Client accepts fully responsibility for any loss of its data,
regardless of the cause, and if Client requests Provider to attempt to restore
the lost data, Client agrees to pay Provider its current normal hourly fee for
any labor expended (including Desktop labor or for Systems, Server and
Networking labor), by Provider to restore any lost data.  In addition, Client
will be solely responsible for any and all associated costs for restoration of
the data including but not limited to the retention and/or involvement of
third-party data recovery experts, travel expenses, licensing costs, etc. 
Alternatively, if at any time during the life of this agreement the customer’s
data backup solution is not working or performing adequately, Provider, at its
sole determination and discretion, may elect to install its back-up and disaster
recovery solution and Client agrees to pay Provider its standard fee for the
self-installed backup solution.

 

 

THIRD-PARTY PROVIDERS

To enhance the services and deliverables provided by Provider, we utilize
third-party providers for certain services. In addition to Provider, You MAY BE
legally bound to the third-party providers Terms and Conditions. The third-party
providers and their respective terms and conditions via a link is available at
our web site at:

 

https://Provider.co/thirdpartyTC/

 

You may also be subject to and any other agreements and documents presented by
the third-party that are required to provide the services, each as amended by
the third-party from time to time.  Provider does not guarantee the accuracy of
the third-party party links or the content of the third-party terms of service.

 

This IT-TOS is effective only upon execution by Provider and Client and each
party hereto warrants and represents that this IT-TOS, Terms and Conditions,
signed Quote and any other attached document all together comprise the Agreement
and constitute the legal, valid, and binding obligation of such party as of the
Effective Date on the signed Quote.

 

×


MASTER SERVICES AGREEMENT
TERMS AND CONDITIONS



1.These terms (“Terms”) apply to Client purchases from cloudIT, Inc. (“cloudIT”)
of services (“Services”), as well as licenses for software, hardware, support
and maintenance services, and/or subscription services (collectively,
“Product”). Client hereby engages and retains cloudIT to render Services or
provide Product, as specifically set forth and limited in the “signed Quote” or
“Terms of Service (TOS)” , or subsequent signed Quotes, or any work order as
agreed among the Parties (each a “Work Order”) under such TOS. Except as
otherwise stated therein, subsequent signed Quotes or Work Orders shall be made
a part of and subject to the terms contained herein. No Product or Services will
be provided under these Terms alone but will require the execution of a written
or electronic Quote, or other mutually acceptable Work Order documentation, each
of which must be executed by both Parties and, upon such execution, is deemed
incorporated in these Terms for all purposes. In the event of any conflict
between the signed Quote and these Terms, the terms of the signed Quote will
prevail over these Terms.

cloudIT may change these Terms at any time. Using the Services after the changes
to these Terms become effective, means Client agrees to the new terms. If Client
does not agree to the new Terms, Client must notify cloudIT in writing of its
objection to the new Terms, and cloudIT has the right to then terminate the
Services.



2. GENERAL REQUIREMENTS & CONDITIONS.



2.1 SYSTEM.

For the purposes of these Terms, “System” means, collectively, any computer
network, computer system, peripheral or device installed, maintained, monitored,
or operated by cloudIT pursuant to and further identified in the TOS. To avoid a
delay or negative impact on our provision of the Services, during the term of
each TOS Client agree to refrain from modifying or moving the System, or
installing software on the System, unless cloudIT expressly authorizes such
activity. cloudIT will not be held responsible or liable for changes made by
client without authorization.

2.2 MAINTENANCE; UPDATES.

If patches and other software-related maintenance updates (“Update(s)”) are
provided under a TOS, cloudIT will install the Updates only if cloudIT has
determined, in its reasonable discretion, that the Updates will be compatible
with the configuration of the System and materially beneficial to the features
or functionality of the affected software or hardware. cloudIT will not be
responsible for any downtime or losses arising from or related to the
installation or use of any Update, provided that the Update was installed in
accordance with the manufacturer or applicable vendor’s instructions.

2.3 THIRD-PARTY SERVICE PROVIDERS.

“Third-Party Service Providers” means Services provided by an entity or a Party
other than the cloudIT in fulfillment of the TOS requirements whose terms and
conditions cloudIT and Client may be legally bound.

Clients right to use the Third-Party Services is subject to Client’s
understanding of, compliance with and consent to these Terms and of any
Third-Party agreements, which cloudIT does not have authority to vary, alter or
amend.

Therefore, cloudIT may utilize a Third-Party Service Provider in its discretion
to provide the Services in accordance with these Terms. The Third-Party Provider
may require the cloudIT to sign a contract with the Third-Party Provider for its
services (“Third-Party Contract”) and the terms of the Third-Party Contract may
impose conditions and requirements upon Client. Access to the terms and
conditions of any such Third-Party Contract(s) will be provided to Client or
appear on our website which identifies the Third-Party Service Provider and a
link to its terms and conditions or EULA. Client hereby agrees to review all
Third-Party Terms and Conditions, and consent to those Third-Party Terms and
Conditions which Client has consented cloudIT to contract upon its behalf.

2.4 THIRD-PARTY PRODUCT VENDORS-

“Third-Party Product Vendors” means machinery, equipment and/or products
inclusive of component parts purchased from vendors in fulfillment of the TOS
requirements.

cloudIT does not own certain Third-Party Products and Client’s right to use the
Third-Party Products is subject to Client Agreement with cloudIT, and to Client
understanding of, compliance with and consent to the terms and conditions of the
Third-Party agreements, which cloudIT does not have authority to vary, alter or
amend.

cloudIT will use reasonable efforts to assign, transfer and facilitate all
warranties (if any) for the Third-Party Product Vendor to Client, but will have
no liability whatsoever for the quality, functionality, or operability of any
Third-Party Products, and cloudIT will not be held liable as an insurer or
guarantor of the performance, downtime or usefulness of any Third-Party Product.
The Third-Party Product Vendor may require the cloudIT to sign a contract with
the Third-Party Product Vendor for its products (“Third-Party Contract”) and the
terms of the Third-Party Contract may impose certain conditions and requirements
upon Client. Access to the terms and conditions of any such Third-Party
Contract(s) will be provided to Client or attached to the TOS which identifies
the Third-Party. Client hereby agrees to review all Third-Party terms and
conditions, and consent to those Third-Party terms and conditions which Client
has consented cloudIT to contract upon its behalf. Third-Party Product Vendor
terms and conditions link of PDF can be found at our website and/or TOS as
applicable.

2.5 THIRD-PARTY SUPPORT.

If, in cloudIT’s discretion, a hardware or software issue requires vendor or OEM
support, cloudIT may contact the vendor or OEM (as applicable) on Client’s
behalf and pass through to Client all fees and costs incurred in that process.
If such fees or costs are anticipated in advance or exceed $100, cloudIT will
obtain Client permission before incurring such expenses on Client behalf unless
exigent circumstances require otherwise.

2.6 SUBCONTRACTORS.

“Subcontractors” means third-party to whom cloudIT contracts to provide
specified services to complete the services indicated in the applicable TOS.

2.7 CONDITIONS OF SERVICE.

Client System is eligible for provision of cloudIT’s Services as outlined in the
TOS or other contractual documents, provided the System is in good condition and
cloudIT’s serviceability requirements and site environmental conditions are met:

2.7.1 Client shall provide adequate workspace, heat, light, ventilation,
electric current and outlets, internet, remote access, and long-distance
telephone access for use by cloudIT’s representatives.
2.7.2 cloudIT’s representatives shall have, and Client shall provide full access
to the System in order to affect the necessary monitoring and/or supplemental
services.
2.7.3 cloudIT reserves the right to suspend or terminate these Terms or any TOS
if, in its sole discretion, conditions at the service site pose a health or
safety threat to any of cloudIT’s representatives.
2.7.4 All equipment, software and licensing to be supported by cloudIT pursuant
to these Terms, must be supportable by cloudIT and subject to patching, security
updates, and manufacturer provided support.

It is the responsibility of Client to promptly notify cloudIT of any
events/incidents that may impact the services defined within these Terms and/or
any supplemental service needs.

cloudIT shall provide services as defined in these Terms during cloudIT’s
regular business hours, unless otherwise specified in any subsequent TOS, or
other contract documents, and in accordance with cloudIT’s Service policies then
in effect.

Client agrees that Client will inform cloudIT, prior to, Client making any
modification, installation, or service performed on the System by individuals
not employed or contracted by cloudIT in order to assist cloudIT in providing an
efficient and effective System support response.

Only representatives authorized by cloudIT will be eligible to access and
service Client System. Any unauthorized access or service conducted on the
System without the explicit consent of cloudIT, which results in negative System
performance, will not be covered by the monthly plan fee as documented in the
TOS or other contract documents and will be billed according to cloudIT’s labor
rates as outlined in the TOS.

cloudIT shall be obligated to provide service only at the Service Site(s) as
outlined in the signed Quote. If Client desires to relocate, add or remove
locations, Client shall give appropriate notice to cloudIT of Client’s intention
to relocate sixty (60) days in advance. cloudIT reserves the right to
renegotiate service terms with respect to any relocation and/or addition of
locations by Client. Such right includes the right to refuse service at the
relocation and/or new site.

2.8 SERVICE LIMITATIONS.

In addition to other limitations and conditions set forth in these Terms, the
following service and support limitations are expressed:
2.8.1 Cost of consumables, replacement parts, hardware, software, network
upgrades and associated services are outside the scope of this Agreement.
cloudIT will provide consultative specification, sourcing guidance and/or Time
and Material/Project offerings.
2.8.2 Any unauthorized changes made to the System without cloudIT’s written
consent which causes issues or failures to the System, are beyond the
responsibility of cloudIT and Client will be billed the full cost to restore the
System to its original state.

2.9 ONBOARDING PROCESS.

Client acknowledges and agrees that cloudIT will have no responsibility for any
deficiencies in the current operating systems and infrastructure until the
cloudIT has had a reasonable opportunity to conduct a review of the current
system and to provide Client with its recommendations, and Client has accepted
and implemented same.

2.10 OFFBOARDING PROCESS.

In the event of termination of Services by either party, cloudIT will make
reasonable accommodations to transfer Client’s account to Client or Client’s new
managed service provider or other authorized agent (the “Onboarding Provider”).
Client shall indemnify and hold harmless cloudIT, its Contracted Subcontractors
and their respective directors, officers, employees, consultants and agents for
any claims or losses resulting from the activities of Client or the Onboarding
Provider during the transition period from cloudIT to the Onboarding Provider,
inclusive of when Client obtains access to all super administrator accounts of
their infrastructure.
Transfer will require that Client’s account be fully paid at time of transfer
inclusive of any offboarding charges.

2.11 NETWORK DEVICES, HARDWARE AND SYSTEMS:

cloudIT shall only be responsible for providing services to network devices,
hardware and systems identified by the Client and cloudIT and set forth and
agreed upon in each TOS. From time to time, TOS’s will be updated with new
devices, hardware or systems that have been agreed upon by the parties. Said
updated Quotes shall be signed by both parties and dated on a quarterly basis or
per the request of cloudIT. cloudIT may, in its sole discretion, deny requests
to add devices, hardware or systems. The Client shall bear the responsibility to
isolate and protect the system by not allowing additional devices, hardware or
system on the system unless approved by cloudIT. cloudIT shall have no
responsibility for any devices, hardware or systems or damage resulting
therefrom that are added to the System without cloudIT’s approval. cloudIT shall
have the right to cancel this contract if devices, hardware or systems are added
without their approval. If Client obtains new devices, hardware or systems and
wishes to request cloudIT’s services to extend to new devices, hardware or
systems, said extension shall not take effect unless and until both Parties
agree in writing to a new signed Quote. Said written, signed Quote shall then
become an addendum to this contract and incorporated herein, and shall prevail
over the TOS. cloudIT reserves the right to deny any requests for additional
services and/or additional hardware/systems for any reason in their sole
discretion.

2.12 AUTHORIZED CONTACT(S).

Client understands and agrees that cloudIT will be entitled to rely on any
directions or consent provided to cloudIT by any of Client Authorized Contacts,
as indicated in an applicable signed Quote. If no Authorized Contact is
identified in an applicable signed Quote, then Client Authorized Contact will be
the person(s) (i) who signed the Quote. If Client desires to change Client
Authorized Contact(s), please notify cloudIT of such changes in writing which,
unless exigent circumstances are stated in the notice, will take effect three
(3) business days thereafter.

2.13 SHARED ADMINISTRATOR CREDENTIALS.

If Client shares server, network, or software application administrative
credentials, cloudIT will not be held legally liable or responsible for any
outages, errors, breaches, data loss and misconfiguration since multiple
administrators from different companies jeopardizes the integrity of the support
outlined in this agreement.

3. CLOUD SERVICES.

Customer is responsible for identifying and authenticating all users, for
approving access by such users to the Services, for controlling against
unauthorized access by users, and for maintaining the confidentiality of
usernames, passwords, and account information. By federating or otherwise
associating your usernames, passwords, and accounts with cloudIT, Customer
accepts responsibility for the timely and proper termination of user records in
Customer’s local (intranet) identity infrastructure or on Customer’s local
computers. cloudIT is not responsible for any harm caused by Customer’s users,
including individuals who were not authorized to have access to the Services but
who were able to gain access because usernames, passwords or accounts were not
terminated on a timely basis in Customer’s local identity management
infrastructure or Customer’s local computers. Customer is responsible for all
activities that occur under Customer’s users’ usernames, passwords, or accounts
or as a result of Customer’s users’ access to the Services and agree to notify
cloudIT immediately of any unauthorized use.

Customer agrees not to use or permit use of the Services, including by
uploading, emailing, posting, publishing or otherwise transmitting any material,
including Customer Content, Customer Applications and Third Party Content, for
any purpose that may (a) menace or harass any person or cause damage or injury
to any person or property, (b) involve the publication of any material that is
false, defamatory, harassing or obscene, (c) violate privacy rights or promote
bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk
mail”, “spam” or chain letters; (e) constitute an infringement of intellectual
property or other proprietary rights, or (f) otherwise violate applicable laws,
ordinances or regulations. In addition to any other rights afforded to cloudIT
under this Agreement, cloudIT reserves the right, but has no obligation, to take
remedial action if any material violates the foregoing restrictions, including
the removal or disablement of access to such material. cloudIT shall have no
liability to Customer in the event that cloudIT takes such action. Customer
shall have sole responsibility for the accuracy, quality, integrity, legality,
reliability, appropriateness, and ownership of all of Customer Content and
Customer Applications. Customer agrees to defend and indemnify cloudIT against
any claim arising out of a violation of Customer’s obligations under this
section.

3.1. END OF CLOUD SERVICES.

Upon the end of the Services, Customer will no longer have rights to access or
use the Services, including the associated cloudIT Programs and Services
Environments; however, at Customer’s request, and for a period of up to 60 days
after the end of the applicable Services, cloudIT will make available Customer’s
Content and Customer’s Applications as existing in the Services Environment on
the date of termination. At the end of such 60-day period, and except as may be
required by law, cloudIT will delete or otherwise render inaccessible any of
Customer Content and Customer Applications that remain in the Services
Environment.

3.2. SUSPENSION OF CLOUD SERVICES.

cloudIT may temporarily suspend Customer password, account, and access to or use
of the Services if Customer violates any provision within of this Agreement,
‘Customer Content in cloudIT Services, or ‘Use of the Services’ sections of this
Agreement, or if in cloudIT’s reasonable judgment, the Services or any component
thereof are about to suffer a significant threat to security or functionality.

3.3. CLOUD SERVICE TERMINATION.

Customer’s use of the Cloud Service may be terminated if it (i) poses a security
risk to the Service or any third party, (ii) adversely impacts the Service or
the systems or Content of any other clients (iii) subjects cloudIT, cloudIT
affiliates, or any third party to liability, or (iv) Client’s use is fraudulent.

4. RESPONSE; REPORTING.

4.1 RESPONSE.

cloudIT warrants and represents that cloudIT will provide the Services, and
respond to any notification received by cloudIT of any error, outage, alarm, or
alert pertaining to the System, in the manner and within the time period(s)
designated in the applicable TOS (“Response Time”), except for Periods of delay
caused by Client Downtime (defined below) and Vendor-Side Downtime (defined
below) periods in which cloudIT is required to suspend the Services to protect
the security or integrity of Client System or cloudIT’s equipment or network
delays caused by a force majeure event.

4.2 SCHEDULED DOWNTIME.

For the purposes of this Agreement, Scheduled Downtime will mean those hours, as
determined by cloudIT which will not occur between the cloudIT’s normal business
hours of 9:00 AM and 5:00 PM Monday through Friday without Client authorization
or unless exigent circumstances exist, during which time We will perform
scheduled maintenance or adjustments to Client System. cloudIT will use its best
efforts to provide Client with at least twenty-four (24) hours of notice prior
to scheduling Scheduled Downtime.

4.3 CLIENT DOWNTIME.

cloudIT will not be responsible under any circumstances for any delays or
deficiencies in the provision of, or access to, the Services to the extent that
such delays or deficiencies are caused by Client actions or omissions (“Client
Downtime”).

4.4 VENDOR-SIDE DOWNTIME.

cloudIT will not be responsible under any circumstances for any delays or
deficiencies in the provision of, or access to, the Services to the extent that
such delays or deficiencies are caused by third-party service providers,
third-party licensors, or “upstream” service or product vendors.

Client and cloudIT expressly agree that this paragraph is intended to be as
broad as permitted by the laws of the State of Arizona and that this paragraph
shall be governed by and interpreted in accordance with the laws of the State of
Arizona.

5. CONFIDENTIALITY AND NON-DISCLOSURE.

Definition of Confidential Information. As used herein, “Confidential
Information” means all confidential information disclosed by a Party
(“Disclosing Party”) to the other Party (“Receiving Party”), in any format
whether oral, written, electronic, or other, that is designated as confidential
or that reasonably should be understood to be confidential given the nature of
the information and the circumstances of disclosure.

5.1 Client Confidential Information shall include any personally identifiable
information or protected health information of Client employees, Client
customers, and Client Data. Client acknowledges and agrees that these Terms do
not constitute a Business Associates Agreement (“BAA”) as that term is defined
in the Health Insurance Portability and Accountability Act (HIPAA; Pub.L.
104–191, 110 Stat. 1936, enacted August 21, 1996 and as amended), and that the
requirement for any such agreement in addition to these Terms may be necessary
to provide the Services hereunder. Client shall be solely responsible for the
consequences, if any, of moving forward with the Services hereunder without such
a BAA and shall be the sole judge of the necessity for a BAA in addition to
these Terms.

5.2 Furthermore, Client hereby agrees to defend, indemnify and hold harmless
cloudIT and any affiliated company, and cloudIT’s respective present and former
shareholders, officers, directors and employees and our attorneys and agents,
and our predecessors, successors, insurers, assigns, heirs, executors and
administrators (collectively referred to as the “Indemnitee”), from and against
any and all claims, demands, causes of action, actions, judgments, liabilities,
losses, costs and expenses, including attorneys’ fees and costs, as they occur,
brought against, imposed upon, or incurred or suffered by, the Indemnitee which
in any way relate to the failure of Client to comply with these Terms in proper
handling of protected health information not caused by cloudIT’s gross
negligence and/or due to the absence of any necessary BAA, or failing to notify
cloudIT of the necessity of same.

5.3 Confidential Information of each Party shall include the terms and
conditions of these Terms and all TOS’s, and/or other contract documents as well
as business and marketing plans, technology and technical information, products,
services, product plans and designs, trade secrets, and business processes
disclosed by such Party.

5.4 Confidential Information (other than Client Data) shall not include any
information that:
(i) is or becomes generally known to the public without breach of any obligation
owed to the Disclosing Party,
(ii) was known to the Receiving Party prior to its disclosure by the Disclosing
Party without breach of any obligation owed to the Disclosing Party,
(iii) is received from a third-party without breach of any obligation owed to
the Disclosing Party, or
(iv) was independently developed by the Receiving Party.

5.5 Protection of Confidential Information. The Receiving Party shall:
(i) protect and safeguard the confidentiality of all Confidential Information
with at least the same degree of care as the Receiving Party would protect its
own Confidential Information, but in no event with less than a commercially
reasonable degree of care,
(ii) not use any Confidential Information of the Disclosing Party for any
purpose outside the scope of this Agreement or otherwise in any manner to the
Disclosing Party’s detriment, and
(iii) except as otherwise authorized by the Disclosing Party in writing, to
limit access to Confidential Information of the Disclosing Party to those of its
and its Affiliates’ employees, subcontractors and agents who need such access
for purposes consistent with this Agreement.

5.6 Non-disclosure. Neither Party shall disclose these Terms or any TOS and/or
other contract documents to any third-party other than its affiliates, legal
counsel, and accountants without the other Party’s prior written consent.

5.7 Compelled Disclosure. The Receiving Party may disclose Confidential
Information of the Disclosing Party if it is compelled by law to do so, provided
the Receiving Party gives the Disclosing Party prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable assistance, at the
Disclosing Party’s cost, if the Disclosing Party wishes to contest the
disclosure.

If the Receiving Party is compelled by law to disclose the Disclosing Party’s
Confidential Information as part of a civil proceeding to which the Disclosing
Party is a Party, and the Disclosing Party is not contesting the disclosure, the
Disclosing Party will reimburse the Receiving Party for its reasonable cost of
compiling and providing secure access to such Confidential Information.

5.8 Return or Destruction of Confidential Information. Upon request, each Party
agrees to promptly return the other Party’s Confidential Information in its
possession, custody or control, or to certify the deletion or destruction of
Confidential Information; provided, however, that the Receiving Party may retain
a copy of any Confidential Information to the extent (a) required by applicable
law or (b) it would be unreasonably burdensome to destroy. In the event that
return of or destruction of Confidential Information is unduly burdensome, or
not feasible, the Parties shall extend the protections of these Terms to the
retained Confidential Information.

6. PROVISION OF MATERIALS AND SERVICES TO CLOUDIT.

Client agrees to timely furnish, at Client’s own expense, all personnel, all
necessary computer hardware, software and related materials and appropriate and
safe workspaces for purposes of cloudIT or its contracted subcontractors,
performing the Services. Client will also provide cloudIT or its contracted
subcontractors, with access to all information, passwords and facilities
requested by cloudIT that is necessary for cloudIT or its contracted
subcontractors, to perform the Services. Access may be denied for any reason at
any time, however if access to information, passwords or facilities is denied,
Client understands that cloudIT or its contracted subcontractors, may be unable
to perform their duties adequately. and if such a situation should exist, Client
will hold the cloudIT harmless.

7. RESPONSIBILITY FOR EQUIPMENT.

Client acknowledges that from time to time (a) cloudIT may identify additional
items that need to be purchased by Client, and (b) changes in Client system may
be required in order for cloudIT to meet Client requirements. In connection
therewith, Client agrees to work in good faith with cloudIT to effectuate such
purchases or changes, and such changes shall be set forth in a new signed Quote.
If cloudIT is required to purchase any assets, including computer hardware
and/or software, in connection with cloudIT providing the Services, all such
assets will remain the sole property of cloudIT, except that assets sold by
cloudIT to Client or procured by cloudIT on Client’s behalf shall be the sole
property of Client. Client will take such reasonable precautions to ensure the
quality, completeness and workmanship of any item or equipment or hardware
furnished by Client, and for ensuring that the materials provided to cloudIT or
its contracted subcontractors, do not infringe or violate the rights of any
third-party. Unless otherwise specified in the Scope of Work and/or other
contract documents that it is not the intent, nor does the cloudIT provide any
type of backup of Client data. Client will maintain adequate backup for all data
and other items furnished to cloudIT.

It is the Customers responsibility for any failure or malfunction of electrical
or telecommunications infrastructure or services that causes damage to cloudIT’s
products or services and cloudIT disclaims all responsibility for any loss
including data.

8. CLIENT DATA OWNERSHIP AND RESPONSIBILITY.

Client shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness, and intellectual property ownership or
right to use of any data, information or material proprietary submitted by
Client to cloudIT.

9. INTELLECTUAL PROPERTY.

cloudIT retains all intellectual property rights in any property invented or
composed in the course of or incident to the performance of this Agreement, as
well as any software, materials, or methods created prior to or after conclusion
of any work “Intellectual Property”. Client acquires no right or interest in any
such intellectual property, by virtue of this Agreement or the work performed
under this Agreement.

9.1. Client may only use and disclose Intellectual Property in accordance with
the terms of this Agreement, signed Quote, applicable TOS and/or other contract
documents. cloudIT reserves all rights in and to the Intellectual Property not
expressly granted in this Agreement. Client may not disassemble or reverse
engineer any Intellectual Property or decompile or otherwise attempt to derive
any software source code within the Intellectual Property from executable code,
except to the extent expressly permitted by applicable law despite this
limitation or provide a third-party with the results of any functional
evaluation, or benchmarking or performance tests on the Intellectual Property,
without cloudIT’s prior written approval. Except as expressly authorized in
these Terms or an TOS, signed Quote and/or other contract documents, Client may
not (a) distribute the Intellectual Property to any third-party (whether by
rental, lease, sublicense or other transfer), or (b) operate the Intellectual
Property in an outsourcing or cloudIT business to process the data of third
parties. Additional usage restrictions may apply to certain third-party files or
programs embedded in the Intellectual Property – applicable installation
instructions or release notes will contain the relevant details.

9.2. LICENSE AGREEMENTS.

(a) License. Subject to these Terms, cloudIT grants Client a perpetual,
non-exclusive, non-transferable license to use all programming, documentation,
reports, and any other product provided as part of the Services solely for
Client own internal use. At all times, all software on the System must be
genuine and licensed, and Client agrees to provide cloudIT with proof of such
licensing upon it’s request. If cloudIT requires Client to implement certain
minimum hardware or software requirements (“Minimum Requirements”), Client
agrees to do so as an ongoing requirement of cloudIT providing it’s Services to
Client.

(b) Software Installation or Replication. If cloudIT is required to install or
replicate Client software as part of the Services, Client will independently
verify that all such software is properly licensed. Client act of providing any
software to cloudIT will be deemed Client affirmative acknowledgement to cloudIT
that Client have a valid license that permits cloudIT to perform the Services
related thereto. In addition, Client will retain the duty and obligation to
monitor Client equipment for the installation of unlicensed software unless
cloudIT in a written statement of work (“TOS”) expressly agrees to conduct such
monitoring. Customer will indemnify and hold harmless cloudIT against all
damages and expenses it may incur (including reasonable attorney’s fees and
disbursements) related to Customer providing infringing materials to cloudIT or
any Customer breach of this Section.

(c) Pre-Existing License Agreements. Any software product provided to Client by
cloudIT as a reseller for a third-party, which is licensed to Client under a
separate software license agreement with such third-party, will continue to be
governed by the third-party license agreement.

(d) EULA. Portions of the Services may require Client to accept the terms of one
or more third-party end user license agreements (“EULAs”). If the acceptance of
a EULA is required to provide the Services to Client, then Client hereby grants
cloudIT permission to accept the EULA on Client behalf. EULAs may contain
service levels, warranties and/or liability limitations that are different than
those contained in these Terms. Client agrees to be bound by the terms of such
EULAs and will look only to the applicable third-party provider for the
enforcement of the terms of such EULAs. If, while providing the Services,
cloudIT is required to comply with a third-party EULA and the third-party EULA
is modified or amended, cloudIT reserves the right to modify or amend any
applicable TOS with Client to ensure its continued compliance with the terms of
the third-party EULA. Client agrees to hold harmless and Indemnify cloudIT
against Client violation of any of the terms and conditions included in the
subject EULA.
9.3. Third-Party Products. Unless otherwise stated in a signed Quote, all
hardware, software, peripherals or accessories purchased through cloudIT
(“Third-Party Products”) are nonrefundable once the applicable signed Quote is
placed in our queue for delivery. cloudIT will use reasonable efforts to assign,
transfer and facilitate all warranties (if any) and service level commitments
(if any) for the Third-Party Products to Client, but will have no liability
whatsoever for the quality, functionality or operability of any Third-Party
Products, and cloudIT will not be held liable as an insurer or guarantor of the
performance, uptime or usefulness of any Third-Party Products. Unless otherwise
expressly stated in a signed Quote all Third-Party Products are provided “as is”
and without any warranty whatsoever as between cloudIT and Client (including but
not limited to implied warranties).

10. CLOUDIT’S EMPLOYEE’S,

AGENTS OR SUBCONTRACTORS. Client acknowledges that cloudIT has incurred
substantial recruitment, screening, training, and administrative expenses with
respect to its agents, including its employees, vendors and independent
subcontractors. From the Effective Date of the last signed quote or auto-renewal
thereof and up to one (1) calendar year after the date of termination of any
signed Quote. Client shall not hire or contract directly or indirectly with any
of the cloudIT’s employees, agents or subcontractors who have communicated with
and/or worked on any Service for Client. Client and cloudIT mutually acknowledge
and agree that it would be impractical and extremely difficult to ascertain the
amount of monetary damages that would be caused by a breach by Client of this
provision. Therefore, Client and cloudIT mutually agree that in the event of a
breach by Client in any way of this provision, Client shall pay to cloudIT as
liquidated damages, an amount equal to One Hundred Fifty Thousand Dollars
($150,000.00). this amount is an effort by both parties to properly and
reasonably assess the damages that cloudIT would suffer as a direct result of a
breach by Client, taking into account the following facts and circumstances: (a)
an average employee working for cloudIT will generate significant net revenue
for the cloudIT and remain employed by the cloudIT for an extended period of
time; (b) cloudIT will lose significant revenue and incur significant costs in
connection with attempting to replace such employee; (c) there is no guarantee
that such employee can be replaced; and (d) accurately assessing the value of
such employee to the cloudIT upon such breach is virtually impossible. In light
of these circumstances, Client and cloudIT mutually agree that this liquidated
damages provision represents reasonable compensation to cloudIT for the losses
that it would incur due to any such breach. Client and cloudIT further
acknowledge and agree that nothing in this paragraph shall limit cloudIT’s
rights to obtain injunctive relief or any other damages including, but not
limited to punitive, consequential, special, or any other damages, as may be
appropriate in connection with Client breach of this section.

11. WARRANTY.

cloudIT warrants that it or its contracted subcontractors, will perform the
services substantially in accordance with the specifications set forth whether
under these Terms, TOS, signed Quote and/or other contract documents or
otherwise in connection with any of them. For any breach of the foregoing
warranty, cloudIT or its contracted subcontractors, will exercise commercially
reasonable efforts to re-perform any non-conforming services that were performed
within the ten (10) business day period immediately preceding the date of
Client’s written notice to cloudIT specifying in reasonable detail such
non-conformance. If cloudIT concludes that conformance is impracticable, then
cloudIT will refund all fees paid by Client to cloudIT hereunder, if any,
allocable to such nonconforming Services.

Notwithstanding any provision to the contrary in these Terms, any warranty
offered and provided directly by cloudIT product shall be deemed null and void
if the applicable product is:

(i) altered, modified or repaired by persons other than cloudIT, including,
without limitation, the installation of any attachments, features, or devices
not supplied or approved by cloudIT

(ii) misused, abused, or not operated in accordance with the specifications of
cloudIT or the applicable manufacturer or creator of the hardware or product,
or,

(iii) subjected to improper site preparation or maintenance by persons other
than cloudIT or persons approved or designated by cloudIT.

Notwithstanding the above, cloudIT does not warrant its products or services
beyond a reasonable standard or skill consistent with industry standards.
cloudIT does not guarantee or promise any cost savings, profits, or returns on
investment, delay in delivery or performance.

12. SOFTWARE HARDWARE & SECURITY.

Client understands and agrees that data loss or network failures may occur,
whether or not foreseeable. In order to reduce the likelihood of a network
failure Client must maintain proper security for Client System including
software and hardware updates. Client will adhere to software and hardware
updates and maintain specific security standards, policies, procedures set forth
by the NIST Cybersecurity Framework available at
https://www.nist.gov/cyberframework.

13. CLIENT CYBER SECURITY.

It is understood that within the Services provided, it is not the intent, nor
does the cloudIT provide any type of internet security monitoring, cyber
security monitoring, cyber terrorism monitoring, or other cyber threats for
Client unless otherwise specified in the TOS. As cyber threats are always
evolving it is strongly recommended that Client engage the services of a cyber
protection third-party vendor to monitor the cyber controls and cyber activities
in Client System. In no event, including the negligent act or omission on its
part, shall cloudIT, whether under these Terms, an TOS, signed Quote or
otherwise in connection with any of them, be liable in contract, tort,
third-party liability, breach of statutory duty or otherwise, in respect of any
direct, indirect or consequential losses or expenses, including without
limitation loss of anticipated profits, company shut-down, third-party loss or
injury, any loss because of data breach, any loss of personally identifiable or
protected information, goodwill, use, market reputation, business receipts or
contracts or commercial opportunities, whether or not foreseeable, if such loss
was the result of or arose from any act of terrorism, strike or similar labor
action, war, invasion, act of foreign enemy, hostilities or warlike operations,
civil war, rebellion, revolution, insurrection, civil commotion assuming the
proportions of or amounting to an uprising, or any action taken in controlling,
preventing or suppressing any of these things, including any such act or series
of acts of any person or group(s) or persons, whether acting alone or on behalf
of or in connection with any organization(s), committed for political, religious
or ideological purposes including but not limited to the intention to influence
any government and/or to put the public in fear for such purposes by using
activities perpetrated electronically that are directed towards the destruction,
disruption or subversion of communication and information systems,
infrastructure, computers, telecommunications or electronic networks and/or its
content thereof or sabotage and or threat therefrom.

14. REGULATORY COMPLIANCE.

Any software or service provided by cloudIT is not intended to bring Client into
full regulatory compliance with any rule, regulation, National Standard or
requirement. The software, service, or solutions may aid Client’s efforts to
achieve regulatory compliance, however, cloudIT does not provide comprehensive
compliance solutions.

15. TELEMARKETING & UNSOLICITED EMAILS.

In no event, including the negligent act or omission on its part, shall cloudIT
or its contracted subcontractors, whether under these Terms, an TOS, signed
Quote, other work order or otherwise in connection with any of them, be liable
in contract, tort, third-party liability, breach of statutory duty or otherwise,
in respect of any direct, indirect or consequential losses or expenses,
including without limitation loss of anticipated profits, company shut-down,
third-party loss or injury, any loss because of data breach, any loss of
personally identifiable or protected information, goodwill, use, market
reputation, business receipts or contracts or commercial opportunities, whether
or not foreseeable, if Client data is breached because of the distribution of
unsolicited email, direct mail, facsimiles, telemarketing or because of the
collection of information by means of any form of electronic malware,
wiretapping, bugging, video cameras or identification tags.

16. EXTRAORDINARY EVENTS.

In no event shall cloudIT or its contracted subcontractors, whether under these
Terms, an TOS, signed Quote, other work order or otherwise in connection with
any of them, be liable in contract, tort, third-party liability, breach of
statutory duty or otherwise, in respect of any direct, indirect or consequential
losses or expenses, including without limitation loss of anticipated profits,
company shut-down, third-party loss or injury, any loss because of data breach,
any loss of personally identifiable or protected information, goodwill, use,
market reputation, business receipts or contracts or commercial opportunities,
whether or not foreseeable, if such loss was the result of or arose from any
failure or malfunction of electrical, mechanical or telecommunications
infrastructure and equipment or services, any satellite failure, or from any
fire, flood, earthquake, volcanic eruption, explosion, lighting, wind, hail,
tidal wave, landslide, act of God, national or global pandemic, or other
physical event.

17. RELEASE WITH LIMITATION OF LIABILITY.

THIS PARAGRAPH LIMITS THE LIABILITIES ARISING UNDER THESE TERMS OR ANY SIGNED
QUOTE AND IS A BARGAINED-FOR AND MATERIAL PART OF THESE TERMS. CLIENT
ACKNOWLEDGE AND AGREE THAT CLOUDIT WOULD NOT ENTER INTO THESE TERMS UNLESS IT
COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH. CLIENT AND ANY OF
CLIENT AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS,
DIRECTORS, MEMBERS, SHAREHOLDERS, NOMINEES, CONSULTANTS, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE “RELEASOR PARTIES”) AGREES TO THE FULLEST EXTENT PERMITTED BY
LAW AND EXCEPT AS OTHERWISE NOTED IN THESE TERMS, AGREES TO RELEASE CLOUDIT AND
ANY OF THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES, EMPLOYEES,
OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, SHAREHOLDERS, NOMINEES, CONSULTANTS,
SUBCONTRACTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”)
FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES, LOSS OF GOOD
WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR
MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR
PUNITIVE DAMAGES. CLOUDIT’S AGGREGATE LIABILITY RELATING TO ANY OF THE SERVICES
SHALL BE QUANTIFIED IN THE SIGNED QUOTE OR OTHER CONTRACT DOCUMENTS TERMS OR AS
DESCRIBED IN THE SIGNED QUOTE CLOUDIT SHALL NOT BE LIABLE TO CLIENT FOR ANY
DELAY IN DELIVERY OR PERFORMANCE, OR FAILURE TO DELIVER OR PERFORM AT OR WITHIN
THE DEADLINES SET FORTH IN THESE TERMS.

18. MUTUAL INDEMNIFICATION AND HOLD HARMLESS.

EACH PARTY AGREES TO THE FULLEST EXTENT PERMITTED BY LAW SHALL AT ALL TIMES
DEFEND, INDEMNIFY, PAY, SAVE AND HOLD THE OTHER PARTIES AND ANY OF THEIR
AFFILIATES AND EACH OF THEIR RESPECTIVE AGENCIES, EMPLOYEES, OFFICERS,
DIRECTORS, MEMBERS, SHAREHOLDERS, NOMINEES, SUBCONTRACTORS, CONSULTANTS,
SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “MUTUALLY INDEMNIFIED PARTIES”)
HARMLESS FROM EACH AND ANY AND ALL LIABILITIES, DAMAGES (INCLUDING, WITHOUT
LIMITATION, DIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES), COSTS, EXPENSES, SUITS,
CIVIL OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING, LOSSES, CLAIMS, ACTIONS,
VIOLATIONS, FINES AND PENALTIES (INCLUDING WITHOUT LIMITATION, COURT COSTS,
REASONABLE ATTORNEY’S FEES AND ANY OTHER REASONABLE COSTS OF LITIGATION)
(HEREINAFTER COLLECTIVELY, THE “CLAIMS”) THAT ANY OF THE MUTUALLY INDEMNIFIED
PARTIES MAY SUFFER, SUSTAIN OR INCUR TO THE EXTENT CAUSED BY THE NEGLIGENCE OF
THE MUTUALLY INDEMNIFIED PARTIES ARISING OUT OF THESE TERMS.

THE PRECEDING INDEMNIFICATION OBLIGATIONS ARE CONDITIONED ON ANY OF THE
INDEMNIFIED PARTIES: (I) NOTIFYING THE INDEMNIFYING PARTY PROMPTLY IN WRITING OF
SUCH ACTION; (II) REASONABLY COOPERATING AND ASSISTING IN SUCH DEFENSE; AND
(III) GIVING SOLE CONTROL OF THE DEFENSE AND ANY RELATED SETTLEMENT NEGOTIATIONS
TO THE INDEMNIFYING PARTY WITH THE UNDERSTANDING THAT THE INDEMNIFYING PARTY MAY
NOT SETTLE ANY CLAIM IN A MANNER THAT ADMITS GUILT OR OTHERWISE PREJUDICES THE
INDEMNIFIED PARTY, WITHOUT CONSENT.

19. CLOUDIT INSURANCE.

cloudIT agrees to maintain sufficient insurance coverage to enable it to meet
its obligations created by these Terms and by law. Without limiting the
foregoing, to the extend this Agreement creates exposure generally covered by
the following insurance policies, cloudIT will maintain at its own sole cost and
expense at least the following insurance covering its obligations under this
Agreement: (a) Commercial General Liability including (i) bodily injury, (ii)
property damage, (iii) contractual liability coverage, and (iv) personal injury,
in an amount not less than One Million Dollars ($1,000,000) per occurrence; (b)
Business Automobile Liability for hired and non-owned vehicles in an amount of
not less than One Million Dollars ($1,000,000) for each accident; (c) Workers
Compensation at statutory limits; and (d) Professional Liability Insurance
covering errors and omissions and wrongful acts in the performance of the
Services. Such insurance will bear a combined single limit per occurrence of not
less than One Million Dollars ($1,000,000). cloudIT shall have Client included
in the Professional Liability policy as an additional insured. Such status will
provide protection, subject to the policy terms and conditions, where liability
is imposed on Client as a result of the wrongful act of cloudIT.

20. CLIENT INSURANCE.

20.1. COMMERCIAL PROPERTY INSURANCE.

Client shall secure at Client own cost and expense Property Insurance for Client
equipment that is part of the provisions of the service agreement.

20.2. CYBER INSURANCE.

Client shall secure and maintain for the duration of the contract Cyber
Liability Insurance to insure Client cyber exposures. Specific limits and
coverages should be evaluated by a qualified insurance broker or risk manager to
determine Client specific coverage and policy limit requirements. A minimal
$1,000,000 Policy per occurrence/aggregate limit is required.

20.3. MUTUAL WAIVER OF SUBROGATION.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ALL RIGHTS AGAINST THE OTHER
FOR RECOVERY OF DAMAGES TO THE EXTENT THESE DAMAGES ARE COVERED BY THE WORKERS
COMPENSATION (TO THE EXTENT PERMITTED BY LAW) AND EMPLOYERS LIABILITY,
PROFESSIONAL LIABILITY, GENERAL LIABILITY, PROPERTY INSURANCE, COMMERCIAL
UMBRELLA/EXCESS, CYBER OR OTHER COMMERCIAL LIABILITY INSURANCE OBTAINED BY
EITHER PARTY. CLIENT WILL NOT HOLD CLOUDIT ITS SUBCONTRACTORS AND/OR THIRD-PARTY
SERVICE PROVIDERS RESPONSIBLE FOR SUCH LOSSES AND WILL CONFIRM THAT CLIENT
INSURANCE POLICIES REFERENCED ABOVE PROVIDE FOR THE WAIVER OF SUBROGATION
INCLUDED IN THE TERMS OF SERVICE.

21. DISCLAIMERS.

The express remedies set forth in these Terms will constitute Client’s exclusive
remedies, and cloudIT’s sole obligation and liability, for any claim (a) that a
Service or deliverable provided hereunder does not conform to specifications or
is otherwise defective, or (b) that the Services were performed improperly.

EXCEPT FOR THE WARRANTIES MADE BY CLOUDIT IN SECTION 10, WHICH ARE LIMITED
WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CLIENT, THE SERVICES AND
DELIVERABLES ARE PROVIDED STRICTLY “AS-IS.” CLOUDIT DOES NOT MAKE ANY ADDITIONAL
WARRANTIES, EXPRESSED, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF
TRADE, OR STATUTORY, AS TO THE DELIVERABLES OR SERVICES PROVIDED HEREUNDER, OR
ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND
NON-INFRINGEMENT.

CLOUDIT DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES WILL MEET ANY OF
CLIENT REQUIREMENTS NOT SET FORTH HEREIN, THAT ANY DELIVERABLES WILL OPERATE IN
THE COMBINATIONS THAT CLIENT MAY SELECT FOR USE, THAT THE OPERATION OF ANY
DELIVERABLES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ALL ERRORS
WILL BE CORRECTED. IF PRE-PRODUCTION (E.G., “ALPHA” OR “BETA”) RELEASES OF
SOFTWARE ARE PROVIDED TO CLIENT, SUCH COPIES ARE PROVIDED “AS-IS” WITHOUT
WARRANTY OF ANY KIND.

No statement by any cloudIT employee or agent, orally or in writing, will serve
to create any warranty or obligation not set forth herein or to otherwise modify
these Terms in any way whatsoever.

22. SEVERABILITY.

If any provision of these Terms is determined by a court of competent
jurisdiction to be illegal or unenforceable, such provision shall be
automatically reformed and construed so as to be valid, operative and
enforceable, to the maximum extent permitted by law or equity while preserving
its original intent. The invalidity of any part of these Terms shall not render
invalid the remainder of the Terms.

23. AMENDMENT.

These Terms may not be amended except by a writing executed by an authorized
individual of the cloudIT.

24. RELATIONSHIP.

The Parties are independent parties; and these Terms do not make the Parties
principal and agent, partners, employer and employee; nor does it create a joint
venture. It is further understood that there is no relationship, including but
not limited to a partnership, joint venture, subcontractor or other
commission-based relationship, between any party that referred cloudIT or Client
to the other party to these Terms.

25. LAW. These Terms shall be governed by and construed in accordance with the
laws of the State of Arizona without reference to principles of conflicts of
laws. The Parties irrevocably submit to the exclusive jurisdiction of the courts
of the State of Arizona.

26. WAIVER. Failure by either Party to insist upon strict performance of any
provision herein shall not be deemed a waiver by such Party of its rights or
remedies, or a waiver by it of any subsequent default by the other Party.

27. FORCE MAJEURE.

Neither party will be liable to the other party for delays or failures to
perform its obligations under this Agreement or any TOS because of circumstances
beyond such party’s reasonable control. Such circumstances include, but will not
be limited to, any intentional or negligent act committed by the other party, or
any acts or omissions of any governmental authority, natural disaster, act of a
public enemy, acts of terrorism, riot, sabotage, pandemic, disputes or
differences with workmen, power failure, communications delays/outages, delays
in transportation or deliveries of supplies or materials, cyberwarfare,
cyberterrorism, or hacking, malware or virus-related incidents that circumvent
then-current anti-virus or anti-malware software, and acts of God.

28. DATA ACCESS/STORAGE.

Depending on the Service provided, a portion of Client data may occasionally be
accessed or stored on secure servers located outside of the United States.
Clients agree to notify cloudIT if Client company requires cloudIT to modify our
standard access or storage procedures.

29. ASSIGNMENT.

Client may not assign Client rights or obligations under these Terms without
cloudIT’s prior written consent which shall not be unreasonably withheld.

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