These terms and conditions apply to all information, communication and related services (the “Services”) provided by Cloud Compliance Solutions, Inc., or its affiliates to its customer or its affiliates (“Customer”) under the Master Service Agreement or Service Order (“Contract”) in which this agreement is incorporated.

1. Term. The term of the Contract shall commence upon the Acceptance Date of the initial Service, and shall continue in full force and effect for the time period indicated in the Contract (“Term”), unless terminated earlier pursuant to the provisions outlined in section 6. Termination.  After expiration of the Term, the Contract shall automatically renew for successive renewal terms of one (1) year each, unless either Party gives written notice of such Party’s intent not to renew the Contract at least (60) days before the expiration of the then-current Term.
2. Completion. Cloud Compliance Solutions shall provide notice of completion when the initial installation and configuration is finished, and services are available for Customer use.  The Customer shall be deemed to have accepted the Services on the “Acceptance Date”, which shall be defined as the earlier of (a) the date Customer delivers an Acceptance Notice, or (b) the delivery of the Completion Notice by Cloud Compliance Solutions to Customer, or (c) the date when Customer uses the services for purposes other than testing.  Customer shall have five (5) business days from receipt of the Completion Notice to test the Service.  In the event that non conformities are discovered, Customer may deliver to Cloud Compliance Solutions a failure notice (“Failure Notice”) within such five (5) business day period.  If a Failure Notice is served, Cloud Compliance Solutions shall correct the failure, and Customer shall have five (5) business days within which to re-test until the service meets acceptance and performs as specified.  Cloud Compliance Solutions shall also have the right at any time to test the Service and provide the results to Customer.  In the event that the Customer orders multiple services, or related items under a single Contract order, each service or item will be independent and will follow the acceptance process.  In the event that completion is delayed by Customer more than thirty (30) days past the committed delivery date, then the Service shall be deemed Accepted and commencement of the Term and billing shall begin.  Cloud Compliance Solutions shall work in good faith to finish the installation once Customer has removed impediments to installation.
3. Rates and Charges. The rates and charges for the Services shall be those set forth in the Contract or other appropriate addendum thereto.  The rates and charges in the Contract apply only to the Services provided at the service address(es) listed on the Contract.  Each additional Customer location added after the execution of the Contract shall require its own Service Contract.  In the event that Cloud Compliance Solutions experiences significant costs in resolving a service interruption that is ultimately determined to be the fault of the Customer, Cloud Compliance Solutions has the right to charge for those costs, in part or in whole. Any new services requested by the Customer during the term of the Contract shall be considered an addition to the existing Contract and will be coterminous with the current term.
4. Taxes and Surcharges. In addition to the rates and charges for the Services, Customer shall be responsible for payment of all applicable local, state and federal taxes, fees and surcharges, however designated, imposed on or based upon the provision, sale, or use of the Services.  Customer shall be responsible for the payment of all surcharges in effect from time to time, including but not limited to USF, as required or permitted by applicable law, regulation or tariff.  If Customer provides Cloud Compliance Solutions with an acceptable tax exemption certificate, Cloud Compliance Solutions agrees to exempt Customer from the collection of taxes to the extent warranted by such certificate.  No exemption will be available to Customer for any period prior to the date that the Customer presents a valid certificate to Cloud Compliance Solutions.

5. Billing and Payment. Billing for a service shall commence on the Acceptance Date of the Service as defined in Section 2. Completion.  All bills are due and payable upon receipt.  If Customer’s bill is not paid within thirty (30) days after the invoice date listed on the bill (the “Due Date”), Customer shall also pay to Cloud Compliance Solutions a monthly late charge amount equal to 1.5% of the unpaid balance due (or the maximum amount permitted under applicable law, whichever is less).  Customer must provide Cloud Compliance Solutions with written notice of any disputed charge(s) within ninety (90) days after the invoice date listed on the bill or shall be deemed to have waived its rights to dispute the charges.  If the dispute is filed on or before the Due Date for the respective invoice, Customer shall pay the invoice amount minus the disputed amount by the Due Date.  Customer shall have no right to withhold amounts not disputed by the Due Date, provided that payment of an invoice shall not be deemed a waiver of Customer’s rights to later dispute an invoice within the time period established in this Section.  The dispute notice set forth in writing in reasonable detail the information concerning the disputed charges and reasons for the dispute.  Cloud Compliance Solutions and Customer shall attempt in good faith to promptly resolve any objection to the invoiced amount.  If the dispute is subsequently resolved in favor of Cloud Compliance Solutions, Customer shall pay the disputed amount previously held within ten (10) days of such resolution, including interest at the rate of 1.5% per month from the original due date.  If the dispute is subsequently resolved in favor of the Customer, Cloud Compliance Solutions shall issue a credit on Customer’s next invoice for the disputed amount, including interest at the rate of 1.5% per month for the disputed amount that the customer paid.  If Cloud Compliance Solutions initiates legal proceedings to collect any amount due hereunder and Cloud Compliance Solutions prevails in such proceedings then Customer shall pay reasonable attorney’s fees, expenses and costs incurred by Cloud Compliance Solutions in prosecuting such proceedings and any related appeals.
6. Termination.

(a)  A Party may terminate the Contract on thirty (30) days written notice if the other Party materially breaches the Contract and such breaching Party fails to cure the breach within such notice period, provided in the case of non-payment of any monies owed the notice and cure period for such breach shall be ten (10) days.

(b)  Either Party may terminate the Contract upon written notice to the other Party if (i) the other Party dissolves or becomes insolvent or bankrupt, or (ii) any bankruptcy, reorganization, insolvency or similar proceeding is instituted by or against the other Party and not dismissed within thirty (30) days, (iii) the other Party makes and assignment for the benefit of creditors, (iv) the other Party suspends the transaction of its usual business or consents to the appointment of a trustee or receiver, or (v) a trustee or receiver of the other Party is appointed.

(c)  If Customer is in default of the terms of any other agreement between Cloud Compliance Solutions and Customer, including but not limited to any payment obligation to Cloud Compliance Solutions, then Cloud Compliance Solutions, at its sole option, may consider such default as a default under this agreement and/or the Contract and provide notice of default in accordance with the terms of such agreement.  Further, Customer acknowledges and agrees that any breach by Customer of its obligations under this agreement or the Contract shall also be deemed a breach by the Customer of its obligations under any other agreements it has entered into with Cloud Compliance Solutions, and that any such breach shall authorize Cloud Compliance Solutions to immediately suspend performance under, and/or terminate, said agreements with Customer for default.

(d)  In addition to Cloud Compliance Solutions’ remedies under Section 5 Billing and Payment and Section 6(a) hereof, Cloud Compliance Solutions shall have the right, upon ten (10) days prior written notice, to immediately and without further notice, suspend or terminate Services to Customer in the event of nonpayment by the Due Date of any charges not disputed in accordance with the provisions of Section 5 Billing and Payment.

7. Termination Liability. If the Contract is terminated any time prior to the expiration of the Term (unless terminated by the Customer pursuant to Section 1 or Section 6 above), then Customer shall pay to Cloud Compliance Solutions, immediately upon demand, (a) all sums then due and owing plus (b) an amount equal to the recurring Monthly Charges (as listed in the Contract) multiplied by the number of months remaining in the Term.  No termination liability will apply in the event that Contract is terminated by Customer pursuant to Section 1 or Section 6 above; provided, however, that in any such event Customer will be responsible for payment of all charges incurred prior to the termination date.
8. Compliance with Laws. Each Party shall comply with all applicable laws, regulations, court decisions or administrative rulings regarding the provision or use of the Services.  Failure to do so shall constitute a material breach of the Contract.
9. Right of Way. At its sole cost and expense, Cloud Compliance Solutions shall be responsible for all public rights of way, public licenses, and public easements.  At its sole cost and expense, Customer shall be responsible for securing all private rights of way, private licenses, and private easement (such as building entries and interior pathways).
10. Warranty. THE QUALITY OF SERVICE PROVIDED HEREUNDER SHALL BE CONSISTENT WITH INDUSTRY STANDARDS AND GOVERNMENT REGULATIONS.  CLOUD COMPLIANCE SOLUTIONS MAKES NO OTHER WARRANTIES ABOUT THE SERVICES PROVIDED HEREUNDER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CUSTOMER MAY NOT RELY ON ANY STATEMENT TO THE CONTRARY BY ANY PERSON.  THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
11. Unauthorized Use of Services. Customer, and not Cloud Compliance Solutions, shall bear the risk of loss arising from any unauthorized or fraudulent usage of Services provided under the Contract Documents to Customer.  The Services are provided subject to Cloud Compliance Solutions’ Acceptable Use Policy.
12. Limitations of Liability.

(a)  IN NO EVENT SHALL EITHER PARTY (OR ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS) BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF CUSTOMERS, CLIENTS OR GOODWILL ARISING IN ANY MANNER FROM THE CONTRACT DOCUMENTS AND/OR THE PERFORMANCE OR NONPERFORMANCE THEREUNDER.  THIS DOES NOT LIMIT CUSTOMERS RESPONSIBILITY FOR PAYMENT OF ALL APPROPRIATE CHARGES UNDER THE CONTRACT DOCUMENTS.  THIS SECTION SHALL SURVIVE THE TERMINATION OF THE CONTRACT DOCUMENTS.

(b)   CLOUD COMPLIANCE SOLUTIONS’ ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES WITH RESPECT TO ANY SERVICE PROVIDED TO CUSTOMER (INCLUDING BUT NOT LIMITED TO THE MAINTENANCE, INSTALLATION, TERMINATION, DELAY, INTERRUPTION, OR RESORATION OF ANY SUCH SERVICE) OR BREACH OF THE CONTRACT DOCUMENTS, WHETHER IN AN ACTION FOR OR ARISING OUT OF CONTRACT, TORT, INDEMNITY OR STRICT LIABILITY, IS LIMITED AS FOLLOWS: (i) FOR A SERVICE QUALITY CLAIM (INCLUDING INTERRUPTION IN SERVICE), THE OUTAGE CREDIT UNDER THE SERVICE LEVEL AGREEMENT; (ii) FOR TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY CAUSED BY CLOUD COMPLIANCE SOLUTIONS’ NEGLIGENT ACTS OR OMISSIONS, OR FOR ANY DAMAGES ARISING FROM THE WILLFUL MISCONDUCT OF CLOUD COMPLIANCE SOLUTIONS, THE AMOUNT OF PROVEN DAMAGES; AND (iii) FOR ALL OTHER CLAIMS NOT OTHERWISE COVERED ABOVE, THE AMOUNT OF PROVEN DAMAGES NOT TO EXCEED THE AMOUNT OF CHARGES APPLICABLE UNDER THE CONTRACT FOR THE PERIOD DURING WHICH SERVICES WERE AFFECTED.  IN NO EVENT SHALL CLOUD COMPLIANCE SOLUTIONS CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF THE CONTRACT DOCUMENTS EXCEED THE TOTAL AMOUNT OF ALL FEES PAID BY CUSTOMER TO CLOUD COMPLIANCE SOLUTIONS THEREUNDER.  THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

(c)   CLOUD COMPLIANCE SOLUTIONS ALSO SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO:  INTEROPERABILITY, INTERACTION, ACCESS OR INTERCONNECTION PROBLEMS WITH APPLCATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS NOT PROVIDED BY CLOUD COMPLIANCE SOLUTIONS; SERVICE INTERRUPTIONS OR LOST OR ALTERED MESSAGES OR TRANSMISSIONS (EXCEPT TO THE EXTENT CREDIT ALLOWANCES ARE SPECIFIED IN THE APPLICABLE SERVICE LEVEL AGREEMENT); OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER’S, USERS’ OR THIRD PARTIES’ APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS.

13. Force Majeure. Except with respect to Customer’s payment obligations, notwithstanding any other provision of the Contract Documents, neither Party shall be liable to the other Party for any delay or failure in performance of the Contract to the extent such delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, act of terror, government requirement, civil or military authority, Act of God, inability to secure materials or labor or any other causes beyond its reasonable control.  Any such delay or failure shall suspend the Contract until the Force Majeure ceases.
14. Relationship of Parties. Neither the Contract nor the provision of Service hereunder shall be deemed to create any joint venture, partnership or agency between Cloud Compliance Solutions and Customer.  The Parties are independent contractors and shall not be deemed to have any other relationship.  Neither Party shall have, or hold itself out as having the power or authority to bind or create liability for the other by its intentional or negligent act.
15. Cloud Compliance Solutions Facilities. Equipment furnished by Cloud Compliance Solutions shall remain its property and shall be returned to Cloud Compliance Solutions on expiration or termination of the Contract or as earlier requested by Cloud Compliance Solutions, in good condition, reasonable wear and tear expected. Customer shall reimburse Cloud Compliance Solutions for any loss of, or damage to, Cloud Compliance Solutions’ facilities or equipment on the Customer’s premises, except loss or damage caused by Cloud Compliance Solutions’ own employees, agents or contractors.
16. Notices. All notices or other communications under this agreement or the Contract shall be in writing and shall be given by email, personal delivery, certified mail, or by a nationally recognized courier, addressed to Cloud Compliance Solutions, Inc. at 7777 Glades Road, Suite 100; Boca Raton, FL 33343 or to the Customer at the address set forth in the Contract, or to either Party at such other address as may be designated in writing by such Party.  Notice shall be deemed given upon receipt.
17. Entire Agreement. The Contract, these Terms and Conditions, the SLAs, and any Addendum attached thereto (collectively the “Contract Documents”), represent the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other agreements, written or oral, between the Parties relating to the Service.  Any modification to the Contract Documents shall be in writing signed by authorized representatives of both Parties.  In case of any conflict between the provisions of these Terms and Conditions and any other document, the provisions of these Terms and Conditions shall take precedence unless otherwise indicated in a writing signed by both Parties, except that specific information in a Service Contract shall prevail as to that Service with respect to price, Service Contract Term, renewal terms, locations and availability and other Service specific items contained in the Service Order.  The Contract, and any amendment of the terms thereof, may be signed in counterparts, each of which (including fax or PDF versions) shall constitute an original and all of which together shall constitute one and the same instrument.
18. Waiver. No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the Party to which it is attributed.  No consent by the Party to, or waiver of, a breach or default by the other, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.
19. CPNI. Under federal law, Customer has the right, and Cloud Compliance Solutions has a duty, to protect the confidentiality of information about the type, usage, amount and destination of Customer Proprietary Network Information (“CPNI”).  Customer hereby consents to the sharing of the Customer’s CPNI or other information with Cloud Compliance Solutions and its affiliates, agents and contractors, solely for the purpose of providing services, or in the event of any merger, sale of some or all of the company assets, or in any proceeding in which CPNI or other information would be transferred as one of the business assets of the company.  The consent survives the termination of Customer’s Service and is valid until revoked by Customer.  To remove this consent at any time, Customer must notify Cloud Compliance Solutions in writing to 7777 Glades Rd, Suite 100; Boca Raton FL 33343.  Removing consent will not affect the Customer’s current Service
20. Assignment. Either Party may assign the Contract Documents with the written consent of the other Party; provided, however, that no such assignment shall be valid if the assignee lacks the financial ability to carry out its obligations under the Contract Documents.  Specifically, in the event of any assignment by Customer as permitted hereunder, the assignee must comply with Cloud Compliance Solutions’s credit and security requirements.
21. Governing Law. The Contract Documents shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflicts of law principles.  The Parties each hereby consent to personal jurisdiction in the state and federal courts in Cuyahoga County, Ohio.
22. Partial Invalidity. If any provision of the Contract Documents shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render the Contract Documents or such individual agreement unenforceable, but instead such agreement(s) shall be construed as if not containing the invalid or unenforceable provision.  However, if such provision is an essential element of such agreement(s), the Parties shall promptly engage in good faith negotiations to agree upon a substitute for such provision.