TERMS OF SERVICE

These terms (“Terms”) cover the use of those cloudIT products and services listed below. You have accepted these Terms by executing your agreement with cloudIT, through your use of the cloudIT Services, or by continuing to use the Services after being notified of a change to these Terms.

The General Terms apply to all products and services listed below from cloudIT. Depending upon the services contracted by you through cloudIT, you also agree to the specific terms for each service below.

v cloudManage

v cloudServer/cloudservices

v cloudUnified

v cloudSecure

v cloudDesign

GENERAL TERMS:

ORDERING OF IT SERVICES.

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

TERMINATION.

The Services may be terminated With Cause by either cloudIT or Client if the other Party:

i. Fails to fulfill in any material respect its obligations under the Agreement and does not cure such failure within thirty (30) days of receipt of written notice.

ii. Breaches any material term or condition of the Agreement 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 “Early Termination” below.

iii. Terminates or permanently ceases its business operations, unless it is succeeded by a permitted assignee under the Agreement.

The Services may be terminated by the Client at any time after the first 90 days from the Effective Date in the Quote, by giving cloudIT 30 days’ written notice of termination and payment of a termination fee equal to three times the total monthly fee set forth in the Quote or most recent monthly statement, whichever is higher (“Termination Fee”). It is agreed that the Termination Fee does not include the current monthly fee or any discounts for special projects as discussed below. The parties agree that this Termination Fee is not a penalty, but is to compensate cloudIT for Client’s failure to complete the term of the Agreement. cloudIT has higher costs involved in the initial months of the Agreement. The termination fee is an agreed upon amount of liquidated damages necessary because the actual amount of damages that cloudIT may suffer as a result of early termination prior to the end of the term are not easily determined, but parties agree that the above fee is a reasonable estimate of such damages.

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 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. If Client has engaged cloudIT in additional services such as a special project which is outside the monthly service agreement, and the special project is not completed, and Client has terminated the agreement with cloudIT, Client will pay (in addition to the liquidated damages above) the standard hourly rate from cloudIT times the number of hours expended by cloudIT on the special
project.

Further, some of cloudIT’s Third-Party Vendors and Services including Microsoft and cloudSecure(+) have begun to charge annual Licensing Fees. The services and products offered by these third-party vendors may require cloudIT to purchase certain “per seat” or “per device” licenses from these third parties to provide Client with these applications [i.e. Microsoft 365, Office 365, cloudSecure(+)]. As per the vendors requirements, the licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. If cloudIT 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 cloudIT’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, cloudIT will assist Client in the orderly termination of services, including but not limited to, the timely transfer of the services to another designated cloudIT. Client agrees to pay cloudIT the actual costs of rendering such assistance.

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

THIRD-PARTY PROVIDERS

To enhance the services and deliverables provided by cloudIT, we utilize third-party providers for certain services. In addition to cloudIT, 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://cloudIT.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. cloudIT
does not guarantee the accuracy of the third-party party links or the content of the third-party terms of service.

CLIENT REPRESENTATION

Client will designate a managerial level representative to authorize all systems/network support services as outlined in this TOS. Whenever possible, said representative shall be present whenever a cloudIT service representative is on-site. It is Client’s responsibility to inform cloudIT 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:

a. The Monthly Fees do not include the cost of any hardware, software, equipment, or supplies or any out-of-pocket expenses incurred by cloudIT.

b. 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.

c. 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.

d. 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 cloudIT an amount equal to any such taxes actually paid or required to be collected or paid by cloudIT.

e. Client is responsible for informing cloudIT 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).

f. The monthly cost of IT Services is based upon a few key factors:

i. Base program that includes monitoring of all devices and software applications

ii. Agreed upon support and management features in the signed Quote.

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

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

2. The Monthly Fees increase five percent (5%) 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 cloudIT’s current labor rate.

4. Invoices will be electronically submitted for the following month’s service on the 15th of each month. Payment terms are Net 15 days from invoice date or the FIRST day of the following month, whichever is earlier. Payments that are past due are subject to 1.5% interest per month.

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 cloudIT’s sole discretion.

6. Travel charges may be incurred for on-site service calls outside of cloudIT’s standard service areas. Travel charges are billed at the standard hourly labor rates.

7. Remittance Method Payments to cloudIT must be made via automatic ACH transfer or credit card payment (additional convenience fee applies).

cloudMANAGE TERMS OF SERVICE

Managed IT Services Standard (non-discounted rates).

EQUIPMENT COVERED

cloudIT 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 the Quote without the consent or acknowledgement of cloudIT will not be honored or supported by cloudIT.

cloudIT 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 the Agreement (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 cloudIT’s assistance with any services that do not appear in the Quote and Client acknowledges that they may incur additional charges. cloudIT will make reasonable effort to notify client of any out-of-scope engagements requiring separate billing before work is initiated.

cloudIT IT SERVICES SUPPORT

cloudIT’s service desk provides a point of escalation when Client has an issue or question. cloudIT’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 – 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.

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 the call will be answered by our after hours technicians or leave a message in the emergency message box. The emergency message will be delivered via cell phone, and email to the cloudIT 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 1 status.

Priority Level 3 – 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.cloudIT.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. cloudIT 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.

SERVICE TICKET / ENTRY CHANNELS:

· Thru the customer portal https://portal.cloudit.help

· 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.

cloudIT shall provide services as defined in the Agreement during business hours, unless otherwise specified in the signed Quote and in accordance with cloudIT’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, cloudIT 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, cloudIT will assign the ticket to the appropriate escalation or project resource and they will follow up with the requester directly. cloudIT’s 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. cloudIT’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 cloudIT 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 cloudIT’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 cloudIT that it has a back-up and data recovery solution currently in place and does not choose to use cloudIT for this service and cloudIT has vetted and approved Client’s existing back-up and disaster recovery solution, cloudIT 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 cloudIT 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 cloudIT 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 cloudIT to attempt to restore the lost data, Client agrees to pay cloudIT its current normal hourly fee for any labor expended (including Desktop labor or for Systems, Server and Networking labor), by cloudIT 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, cloudIT, at its sole determination and discretion, may elect to install its back-up and disaster recovery solution and Client agrees to pay cloudIT its standard fee for the self-installed backup solution.

cloudUnified SERVICES AND DEVICES TERMS OF SERVICE

Business Plans. Service is provided to Client as a business user, for Client business office use. This means that Client is not using it for any personal, residential, non-business and nonprofessional purpose. This also means that Client is prohibited from reselling or transferring the Service to any other person or entity for any purpose or make any charge for the use of the Service. cloudIT reserves the right to immediately terminate, or modify the Service if cloudIT determines, in its sole discretion, that Client is using the Service for non-business or non-commercial use.

Hosted/Resale of Services. If Client plans to resell the Service to other customers, Client must have a Reseller/Dealer Terms of Service with cloudIT and agree to its terms and conditions.

User Responsibility. Client agrees that Client is responsible for all use(s) related to it’s account. Client understands this means that Client accepts full liability and responsibility for it’s actions or the actions of anyone who uses the Service via the Client account with or without Client’s permission. Client acknowledges that cloudIT might send Client information, including Client Password, via e-mail over the Internet. Client agrees that the Internet is not a secure network and that third parties may be able to intercept, access, use or corrupt the information and telephone calls Client transmits over the Internet. In order to maintain the security of Client Service, Client should safeguard it’s User IDs and routinely change Passwords.

Use of Service and Device by Clients Outside the United States. cloudUnified Voice Service is not a SIP service. Client will need to contract separately with a local and long-distance provider for VoIP SIP Services before cloudUnified Services can be installed and used. cloudIT’s Services are designed to work with unencumbered high-speed internet connections. Use of cloudUnified Voice Services outside of the United States is not permitted or supported. If the high-speed internet connection Client is using is outside the United States and/or Client’s Internet Service Provider (“ISP”) places restrictions on the usage of VoIP services, cloudIT does not represent or warrant that use of the Service by Client is permitted or supported by any other jurisdictions or by any or all the ISP’s. Client is solely liable for all use of the Service and/or device by any person making use of the Service or device provided to Client.

LOA / LOCAL NUMBER PORTABILITY

In the event Client is transferring an existing phone number that currently is subscribed to another local phone carrier, the following terms and conditions apply:

Responsibility. Client is hereby authorizes cloudIT to speak with Client’s current local phone carrier or SIP provider on Client’s behalf, when necessary, but Client understands that cloudIT is not a phone carrier or SIP provider and that it is ultimately Client’s responsibility to ensure the Letter of Authorization (“LOA”) is processed and/or Client number(s) are ported. cloudIT shall not be responsible for any delay in the LOA process or port of your number(s) and cloudIT will not delay billing or provide credit for any such delays.

Client understands that cloudIT will help prepare the LOA for the carrier or SIP provider(s), however, Client must provide 100% accurate information to cloudIT about the carrier or SIP account name, account address and account existing phone numbers to ensure the LOA is not rejected. It’s imperative that the LOA is correct and that ALL existing phone numbers are provided initially or Service disruptions will occur.

Activation. Client agrees and acknowledges that Client must install and activate it’s Equipment prior to the date that the number switch becomes effective (“Port Effective Date”).

SERVICE DISTINCTIONS

Client acknowledges and understands that the Service is not a telephone service, and cloudIT provides the cloud based VOIP Service on a best-efforts basis. Important distinctions exist between telephone service and the hosted cloudUnified Service offering provided by cloudIT. The Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect Client’s rights of redress before Federal and State telecommunications regulatory agencies or judicial forums. Events beyond cloudIT’s control may affect cloudIT’s service, such as power outages, fluctuations on the internet, Client’s underlying ISP or broadband service, Client’s SIP provider or maintenance. cloudIT will act in good faith to minimize disruptions to Client use of and access to our service.

Emergency Service – Dialing 911. Client acknowledges and understands that E 911 dialing is different than traditional 911 service. Client acknowledges and understands that it’s the Client responsibility to check with Client’s SIP provider for their E 911 disclosure documentation, policies, and functionality.

No 0+ or Operator Assisted Calling; May Not Support 411 (information) Calling. Client acknowledges and understands that the SIP provider Client choses may or may not support 0+ or operator assisted
calling, including, without limitation, collect calls, third-party billing calls, 900, calling card calls or dial-around calls. It is solely Client’s responsibility to access operator assisted calls and 411 (information) calling with the SIP provider.

Directory Listing. Client acknowledges and understands that it is the Client’s responsibility to check it’s SIP provider to understand the options for directory listings and that cloudIT does not provide this as a Service.

Incompatibility with Other Services.

Non-Voice Equipment Limitations. Client acknowledges and understands that the Service may not be compatible with all non-voice communications equipment, including but not limited to, office security systems that are set up to make automatic phone calls, emergency phones in elevators, some aspects of satellite TV systems, digital entertainment systems, fax machines, modems and medical monitoring devices. Client is responsible for identifying and reviewing with cloudIT all communications equipment that is or might be affected by the resulting changes to their communication network when changing to cloudUnified. By accepting this Terms of Service, Client waives any claim Client may have against cloudIT for interference with or disruption of such systems due to the Service.

Certain Broadband, Cable Modem, and Other Services. There may also be other services with which cloudIT’s Service may be incompatible. Some providers of broadband service may provide modems that prevent the transmission of communications using the Service. cloudIT does not warrant that the Service will be compatible with all broadband services and expressly disclaim any expressed or implied warranties regarding the compatibility of the Service with any particular broadband service.

Use Outside of the United States. As previously noted, use of Service outside of the United States is not permitted or supported. cloudIT’s Service does not provide access to emergency services in any country outside of the United States. cloudIT disclaims any obligation to provide Client with access to emergency services. When using cloudIT cloudUnified, Client acknowledge and understand that it is necessary for Client to use a VoIP SIP Provider.

Access to Premises – To the extent that Services are performed at Client’s service address (“Premises”), Client hereby grants to cloudIT or Provider, the right of ingress and egress over the Premises and further grants cloudIT a license to provide the Services described in the signed Quote, including Addendum’s and attachments, within the Premises. To the extent that Services are provided to Client on a property other than the Premises, it shall be Client’s responsibility to secure, at Client’s own cost, prior to the commencement of any Services, any necessary rights of entry, licenses, permits or other permission necessary for cloudIT or Provider to provide Services at such location(s). Client shall provide cloudIT or Provider with any passwords or keys (physical, virtual, or otherwise) that cloudIT or Provider requires in order to provide the Services to Client. cloudIT or Provider shall not be liable for delay in performance or nonperformance of any term or condition of their Agreement directly or indirectly resulting from Client’s denial to cloudIT or Provider of full and free access to Client’s systems and components thereof, or Client’s denial to cloudIT or Provider of full and free access to Client’s personnel or Premises pursuant to the Agreement.

Equipment Removal – Upon termination of this Agreement for any reason, Client shall provide cloudIT or Provider with access, during normal business hours, to Client’s premises (or any other locations at which cloudIT or Provider-owned equipment is located) to enable cloudIT or Provider to remove all cloudIT or Provider-owned equipment from such premises.

Client will be provided with up to a rolling 12 months of call recording at no extra charge. Normally, the Service will automatically purge the 1st Month’s call recordings on the 13th month. If Client requires call recording storage beyond 12 months, cloudIT will quote additional charges, if any, based upon storage size and length of time needed.

Client is solely responsible for notifying caller they are being recorded. Client must research appropriate state laws and abide by call recording notification requirements. cloudIT is not responsible for corrupted files or poor call recording quality.

DEVICES

Ownership and Risk of Loss. In the event cloudIT provides Client with phone equipment on a monthly rental basis, cloudIT retains ownership of the Device(s), and Client bears all the risk of loss, theft, or damage. Client is required to report any Device that has been lost, damaged or stolen within 15 days. Refer to replacement Device charges Section 9 “Fees and Charges”.

Replacement of a Defective Device. Equipment and devices provided as a service by cloudIT will be covered for the length of the service. Coverage is for defective units and normal wear and tear only. Devices that are lost, stolen or damaged due to user error and not considered normal wear and tear by cloudIT are not covered. Final determination of normal wear and tear is at the sole discretion of cloudIT. Defective Devices will be replaced with a comparable model within 5 days of receiving the Defective Device.

Tampering with the Device. Client may not change the electronic serial number or equipment identifier of Client Device or perform a factory reset of Client Device.

Prohibited Devices. Client is prohibited from using cloudIT services with any devices other than cloudIT-provided devices.

FEES AND CHARGES

Equipment Replacement Values and Service Standard Market Rates

BILLING AND COLLECTION

Collection. If cloudIT disconnects the Service, Client will remain liable to cloudIT for all charges under this cloudUnified -TOS, MSA and Quote together known as the “Agreement” and all the costs cloudIT incurs to collect these charges, including, without limitation, collection costs and attorney’s fees.

PROMOTIONS AND CANCELLATION

Promotions. cloudIT may offer Client a promotional rate in exchange for a multi-year Service Agreement. Promotions may be retro-actively forfeited should Client default on the terms of this or any other Agreement or obligation with cloudIT.

POWER OUTAGES

Client Outages due to Electrical, Internet or other General Failures. Client acknowledges that the Services will not function in the absence of electrical power, access to the Internet or other general failures

associated with the VOIP network. Client acknowledges that the Services will not function if there is an interruption of Client’s high-speed Internet access service.

cloudDESIGN SERVICES TERMS OF SERVICE

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

Upon termination, all non-client owned hardware and software installed by cloudIT that was required to conduct cloudDesign/cloudSite Services are the property of cloudIT and will be surrendered and returned to cloudIT at the end of the cloudDesign/cloudSite-TOS.

Upon termination of the project, ownership of all copyrights and the original artwork shall be retained by cloudIT. cloudIT retains ownership of all originals and copies of the artwork, whether preliminary or final, and the Client shall return such artwork, including digital media, and shall permanently delete all digital copies thereof within 10 days of termination.

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 cloudIT Quote or any subsequent Quote are offered under the monthly rate. Client may request cloudIT’s assistance with any services that do not appear in the Quote and Client acknowledges that they may incur additional charges. cloudIT 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 cloudDesign/cloudSite-TOS. Whenever possible, said representative shall be present whenever a cloudIT service representative is on-site. It is Client’s responsibility to inform cloudIT 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 CloudIT 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).

ESTIMATES

The fees and expenses shown are the minimum estimate only. Final fees and expenses shall be shown when the invoice is rendered. The Client’s approval shall be obtained for any increases in fees or
expenses that exceed the original amount by 10% or more.

ALTERATIONS

Any electronic alteration of artwork or graphic design comprising cloudIT’s work products (color shift, mirroring, flopping, combination cut and paste, deletion) is prohibited without the express permission of cloudIT. cloudIT will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.

ORIGINAL WORK

cloudIT warrants and represents that, to the best of it’s knowledge, the final work products delivered hereunder are original and have not been previously published, or that consent to use has been obtained consistent with the rights granted to Client herein; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained consistent with the rights granted to Client herein; that cloudIT has full authority to make this Agreement; and that the final work products prepared by cloudIT do not contain any scandalous,
libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of cloudIT’s work products that may infringe on the rights of others. Client expressly agrees that it will hold cloudIT harmless for all liability caused by the Client’s use of cloudIT’s work products to the extent such use infringes on the rights of others.

cloudSECURE SERVICES TERMS OF SERVICE

Definitions of Service:

cloudIT will perform cloudsecure cyber security management services as (must be a cloudsecure, cloudsecure+ or cloudSASE Client for cloudsecure services): (cloudIT reserves the right to change supported services as needed)

Secure remote connection of end users and administrators.

(a) Security patches and updates

(b) Workstation and server antivirus

(c) Assistance with Cyber Insurance (via survey)

(d) Endpoint Detection with 24×7 response

(e) Endpoint Web Filtering

(f) Server Multi-Factor Authentication

(g) Annual Virtual Chief Security Officer Review and Meeting

cloudIT will perform cloudsecure+ cyber security management services (Client is not required to be a cloudsecure, cloudsecure+ or cloudSASE existing client) as: (cloudIT reserves the right to change supported services as needed)

(a) All above services for cloudsecure are included in cloudsecure+ with the following additional services:

(b) 24x7x365 Office 365 Security Threat Monitoring

(c) Compliance Audit Guidance

(d) Disk Encryption

(e) Enterprise Spam Filter

(f) Email Security (encryption, anti-phishing, attachment sandboxing

(g) Mobile Device Management

(h) Quarterly simulated phishing attacks (Office 365 setup required)

(i) Workstation Multi-Factor Authentication

cloudsecure and cloudsecure+ do not include Security Incident Recovery. cloudIT encourages Client to purchase a separate Cyber Security Insurance Policy and a robust data back up system either through cloudIT or self-managed on-site back up. cloudIT encourages Client to subscribe to cloudBackup (flexible offsite backup), cloudFirewall (managed Enterprise Firewall), and cloudArchive (email).

All devices, whether personally owned or company-issued, that connect to the network must have the approved security suite installed and actively maintained. Failure to comply with this requirement constitutes a breach of these Terms of Service and releases cloudIT from any liability for security incidents, data breaches, or system compromises that may occur as a result. Furthermore, any remediation, support, or recovery services provided by cloudIT in response to such an incident will be rendered as billable services at the prevailing support rates.