CLOUD SERVICES AGREEMENT
THIS CLOUD SERVICES AGREEMENT IS A BINDING CONTRACT between IT Cloudvision, LLC (“IT Cloudvision”, “we” or “us”) and you, and if applicable, the company or other legal entity that you represent. You or the company you represent are referred to in this Agreement as “Client” or “you”. IT Cloudvision and Client are also referred to individually as a “party” and collectively as the “parties”. If you are entering into this Agreement as an individual, you represent and warrant that you are over the age of eighteen (18) and possess the legal capacity to bind yourself to its terms and conditions. If you are entering into this Agreement on behalf of a business organization or entity, you represent and warrant that you are duly authorized to bind that entity to this Agreement.
- AGREEMENT. As referred to herein, “Agreement” means this Cloud Services Agreement, together with all policies and addenda that are incorporated herein by reference, including the Addendum of Services and the Acceptable Use Policy (“AUP”) found at IT Cloudvision’s website, www.itcloudvision.com.
- SERVICES. All cloud servers that we make available to you, including any related support services we may provide, are collectively referred to in this Agreement as the “Cloud Services”. We reserve the right to modify the Cloud Services at any time and without advance notice. You understand and agree that Content (as defined below) used in connection with a prior version of the Cloud Services may be incompatible with a subsequent version of the Cloud Services.
- TERM. The term of this Agreement (“Term”) will begin when both parties have signed this agreement and the Cloud Services are made available for your use. This Agreement will remain in effect until terminated by you or us in accordance with Section
- SUSPENSION AND TERMINATION BY IT CLOUDVISION. (a) FOR CAUSE. We may immediately (and without prior notice) suspend or terminate all or part of the Cloud Services by sending you notice in accordance with the notice provisions in Section 30 below if one or more of the following occurs: (i) we discover that you provided us with false information when you registered for Cloud Services, or that you lacked the capacity to enter into this Agreement at the time of its consummation; (ii) we determine, in our sole discretion, that your use of the Cloud Services poses a threat to the security or performance of our network or to any of our clients or suppliers; (iii) we determine, in our sole discretion, that your use of the Cloud Services is illegal, or that it misappropriates or infringes the property rights of a third party; (iv) we reasonably believe that your use of the Cloud Services has or will subject IT Cloudvision to civil or criminal liability; (v) you become the subject of an involuntary or voluntary bankruptcy or similar proceeding, or you assign all or substantially all of your assets for the benefit of creditors; (vi) you fail to make any payment when due or if your credit card is declined; (vii) you use cloud resources in an attempt to gain unauthorized access to computer systems (i.e., “hacking”); or (viii) you breach any of the other terms and conditions in this Agreement, including the AUP. (b) WITHOUT CAUSE. We may suspend or terminate all or part of the Cloud Services in the absence of cause by providing you with thirty (30) days advance notice in accordance with the notice provisions in Section 30 below.
- TERMINATION BY YOU. You may terminate this Agreement at any time and for any reason (or no reason at all) by providing us with a written notice of termination in accordance with the notice provisions in Section 30 below. However, in the event you chose to terminate (for any reason with or without cause) this agreement during the first twelve (12) months of the initial term, you agree to pay us a termination fee of $____.
- EFFECT OF SUSPENSION AND TERMINATION. (a) SUSPENSION. The Cloud Services will be unavailable in whole or in part during any suspension, and you may not have access to your data. Fees may continue to accrue during a suspension, and we may charge you a reinstatement fee following any suspension of your Cloud Services. (b) TERMINATION. Effective immediately upon the termination of this Agreement, the Cloud Services will no longer be available. However, we will make the necessary arrangements to copy or transfer your Content to you on a medium acceptable to IT Cloudvision within five (5) business days following termination. In the event you wish to have your Content extracted and delivered to you on a more expedited basis, you agree that, in addition to any charges under this Agreement, you will pay IT Cloudvision $150/hour for such expedited service. At your direction, we will permanently destroy your Content. All terms of this Agreement that should by their nature survive termination shall survive.
- AMENDMENTS. Except as provided in this Section 7, no amendment to this Agreement will be effective unless it is in writing and signed by both parties. However, IT Cloudvision may amend this Agreement, the AUP and the SLA by posting the modified version online at www.itcloudvision.com and providing you with written notice of any such amendment in writing. Amendments to this Agreement will become effective fifteen (15) days after IT Cloudvision provides you with notice of the amendment in accordance with the notice provisions in Section 30.
- FEES AND BILLING. (a) You agree to pay all fees for the Cloud Services at the applicable rate set forth in the Addendum of Services. All fees for Cloud Services are payable in U.S. dollars via credit card or ACH without invoice unless otherwise agreed to in the Addendum of Services. In our discretion, we may charge your credit card or ACH your account once per month or more frequently if we determine it to be warranted based upon the fees you incur. In our sole discretion, we may also place an authorization hold on your credit card at any time for fees that you have already incurred. The calculation of all fees for Cloud Services will be based solely on our records and data. If for any reason we cannot process your credit card or ACH tour account or you fail to make a payment, you agree to pay our costs of collection, including all reasonable attorneys’ fees and expenses. We may charge interest on overdue fees at the lesser of 1.5% per month or the maximum rate permitted by law. It is your sole responsibility to provide accurate billing contact information and to notify us of any changes to your billing contact information in accordance with the notice provisions in Section 30 below. (b) FEE INCREASES. We may increase your fees for the Cloud Services on thirty (30) days’ prior notice sent in accordance with the notice provisions in Section 30.
- TAXES You agree to pay all taxes on the Cloud Services that we are required by law to collect, including transaction, local, value-added, sales, and service taxes. If you are exempt from paying taxes on the Cloud Services, you agree to provide us with reasonable proof of your tax-exempt status
- ACCEPTABLE USE POLICY. “Acceptable Use Policy” and “AUP” each mean the acceptable use policy posted at www.itcloudvision.com on the day your Term commences, as we may amend it in accordance with the amendment procedures described in Section 7 above. The AUP is part of this Agreement and is incorporated herein by reference. You are required to use the Cloud Services in accordance with the AUP. You agree to cooperate with any reasonable investigation by us regarding an actual or potential violation of the AUP
- SERVICE LEVEL AGREEMENT. When we use the term “Service Level Agreement” or “SLA” anywhere in this Agreement, we are referring to the service level agreement posted at www.itcloudvision.com on the day your term commences, as it may be amended by us in accordance with the amendment procedures described in Section 7 above. The SLA is part of this Agreement and is incorporated herein by reference.
- SECURITY. Except as expressly provided in this Agreement, you acknowledge that you bear the sole responsibility for the security of the Cloud Services provided to you. You agree to implement security measures that are commercially reasonable for your use of the Cloud Services, including encryption technologies, password and user ID requirements, and procedures regarding the application of security patches and updates. NEITHER WE NOR ANY OF OUR EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE SUPPLIERS OR LICENSORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS (I.E., HACKING) INTO THE CLOUD SERVERS OR YOUR TRANSMISSION FACILITIES, PREMISES OR EQUIPMENT, OR FOR UNAUTHORIZED ACCESS TO DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THEREON, UNLESS AND ONLY TO THE EXTENT THAT THIS DISCLAIMER IS PROHIBITED BY APPLICABLE LAW.
- FEES FOR UNAUTHORIZED USE. You are required to pay all fees for Cloud Services accessed through your account, including all fees resulting from unauthorized use.
- DISCLAIMERS. (a) ALL GOODS AND SERVICES ARE PROVIDED “AS-IS”. EXCEPT AS EXPRESSLY REQUIRED BY LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER, WE AND OUR SERVICE SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. YOU ARE SOLELY RESPONSIBLE FOR THE SUITABILITY OF ALL GOODS AND SERVICES CHOSEN AND FOR DETERMINING WHETHER THEY MEET YOUR CAPACITY, PERFORMANCE AND SCALABILITY NEEDS. (b) WE AND OUR SERVICE SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL OR MONITOR THE TRANSFER OF DATA OVER THE INTERNET, AND THAT INTERNET ACCESSIBILITY CARRIES WITH IT THE RISK THAT YOUR PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY MAY BE LOST OR COMPROMISED.
- LIMITATION OF DAMAGES. EXCEPT AS EXPRESSLY REQUIRED BY LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER (A) NEITHER WE NOR ANY OF OUR EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE SUPPLIERS, OR LICENSORS, WILL BE LIABLE FOR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST DATA, LOST BUSINESS, LOST REVENUES, DAMAGE TO GOODWILL, LOST OPPORTUNITIES OR LOSS OF ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SAME, AND REGARDLESS OF WHETHER THE CLAIMS ARE BASED IN CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT, OR ANY OTHER LEGAL OR EQUITABLE THEORY; AND (B) THE AGGREGATE LIABILITY OF US AND OUR EMPLOYEES, AGENTS AND REPRESENTATIVES TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO US FOR THE CLOUD SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST EVENT GIVING RISE TO YOUR CLAIM(S) OCCURRED.
- INDEMNIFICATION.You agree to indemnify, defend and hold IT Cloudvision and its employees, agents, shareholders, officers, directors, successors and assigns harmless from and against any and all claims, damages, liabilities, costs, settlements, penalties and expenses (including attorneys’ fees, expert’s fees and settlement costs) arising out of or relating to any suit, action, proceeding, arbitration, subpoena, claim or demand brought or asserted by a third party pursuant to any theory of liability against IT Cloudvision arising out of or relating to any one or more of the following: (i) a breach by you of this Agreement; (ii) the use of the Cloud Services by you or your end users, or any Content or information on the Cloud Services; (iii) the alleged or actual infringement or misappropriation of any intellectual property right or other proprietary right by you, or by your agents, representatives or end users; (iv) your relationship with the manufacturer of any software installed or stored on the cloud servers; or (v) your failure to use reasonable security precautions. We will provide you with written notice of the existence of any basis for indemnification and we will select our defense counsel. You will have the right to approve any settlement, but you may not unreasonably withhold your approval. You agree to indemnify us from all costs, expenses and liabilities as they become due.
- CONTENT.You are solely responsible for the selection, compatibility, licensing, performance, operation, maintenance, and support of all applications, information, software, and data, that you (or that you authorize the Company) to install, upload or transfer on, from or through the Cloud Servers (“Content”). We may immediately (and without prior notice) block access to any Content on the cloud servers (i) that we believe violates the law, misappropriates or infringes the intellectual property rights of a third party, or violates the terms and conditions of this Agreement; or (ii) pursuant to the Digital Millennium Copyright Act, a subpoena, or an order issued by a court or government agency.
- BACKUPS. . It is understood that, unless you have entered into a separate agreement for backup services, (i) IT Cloudvision undertakes no responsibility for the back up of any Content, (ii) it is Client’s sole responsibility to properly and routinely back up its Content and data, and (iii) you are solely responsible for backing up all Content on the cloud servers and all other computer equipment that you use. You agree to independently create and maintain outside of the Cloud Services a current backup copy of all Content stored on the cloud servers.
- SOFTWARE. We will provide you with access to certain software products as described on the Addendum of Services as part of the Cloud Services. WE MAKE NO REPRESENTATIONS OR WARRANTY WHATSOEVER REGARDING ANY SOFTWARE PRODUCT OR RELATED SUPPORT SERVICES THAT WE MAY PROVIDE AND, AS BETWEEN YOU AND US, SUCH PRODUCTS AND RELATED SUPPORT SERVICES ARE PROVIDED “AS IS.” You are not granted any title or intellectual property rights in or to any software provided as part of the Cloud Services, and you may only use that software in connection with the Cloud Services as permitted under this Agreement. Your acceptance or use of software provided as part of the Cloud Services is deemed to be an acceptance by you of the license or other agreement that governs the use of that software. You shall not (i) copy any software; (ii) remove, modify, or obscure any copyright, trademark or other proprietary rights notices that appear on any software or appear during its use; or (iii) reverse engineer, decompile or disassemble any software. You shall obtain all consents and licenses required for both parties to legally access and use all software that is placed on the cloud servers without infringing any ownership or intellectual property rights. Upon our request, you shall provide reasonable proof to us that you have obtained such consents and licenses. We will be relieved of any obligations under this Agreement that are adversely affected by your failure to obtain any required consents or licenses, or to promptly furnish reasonable evidence you have obtained those consents or licenses.
- MAINTENANCE; SERVICE MODIFICATIONS AND DISCONTINUANCE. In addition to our right to suspend or terminate the Cloud Services in accordance with Section 4, we may suspend all or part of the Cloud Services without liability or prior notice to you (i) in order to maintain (i.e., modify, upgrade, patch, or repair) our Infrastructure or any cloud servers; (ii) as we determine may be required by law or regulation; or (iii) as we determine to be necessary to protect our Infrastructure and clients from unauthorized access or an attack on the cloud servers or the Cloud Services. Notwithstanding the foregoing, we will endeavor in good faith to provide you with advance notice of any suspension or termination under this Section in accordance with the notice provisions in Section 30 and we will provide you with notice of the suspension or termination as soon as it becomes practicable for us to do so.
- SUPPORT. The Cloud Services will be provided with live support. NO SUPPORT, ADVICE OR INFORMATION RELATING TO THE CLOUD SERVICES THAT YOU OBTAIN FROM IT CLOUDVISION OR FROM ANY THIRD PARTY, OR THAT YOU OBTAIN THROUGH THE CLOUD SERVICES, WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY WRITTEN IN THIS AGREEMENT.
- HIGH RISK USE. You may not use the cloud servers or the Cloud Services for any application where a failure of the cloud servers or Cloud Services could result in death, serious injury, and environmental damage or property damage. Examples of prohibited uses include medical life support devices, water treatment facilities, nuclear facilities, weapons systems, chemical facilities, mass transportation, aviation and flammable environments. You acknowledge that we make no assurances that the Cloud Services are suitable for any high-risk use.
- GOVERNING LAW; VENUE; JURISDICTION. The laws of the State of Florida, without reference to its choice of law principles, govern this Agreement and any claims arising out of or relating to this Agreement or our relationship. All disputes and controversies arising out of or relating to this Agreement or our relationship must be resolved in the state and federal courts in the Jacksonville, Duval County, Florida, and each of us irrevocably consents to the exclusive venue and personal jurisdiction of those courts for the resolution of such disputes and waives all objections thereto.
- WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTIES’ RELATIONSHIP.
- INTELLECTUAL PROPERTY. Except for the rights provided in this Section, this Agreement does not convey to either of us any ownership right or license to use, sell, exploit, copy or further develop the other party’s Confidential Information (as defined below) or intellectual property, including patents, copyrights, trademarks, trade names and trade secrets. We have the exclusive right and title to any intellectual property developed by us during and in connection with providing the Cloud Services to you. (a) IT CLOUDVISION CONTENT. The Cloud Services may include various utility and deployment scripts, customizations to templates, code extending the functionality of third-party applications licensed to us, printed and electronic documentation, and other data that we have or may develop at our own expense before and during the Term (the “IT Cloudvision Content”). Subject to your compliance with this Agreement, we grant to you a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use IT Cloudvision Content during the Term solely to access and use the Cloud Services in accordance with the terms and conditions of this Agreement. You may not translate, reverse engineer, decompile, disassemble, rent, lease, assign, transfer, redistribute, or sublicense any IT Cloudvision Content. (b) IT CLOUDVISION TRADEMARKS. Subject to our prior written approval as to form, content, use, and appearance, you may only use our trademarks, service marks, service or trade names, logos, and other designations in accordance with any trademark guidelines that we may publish on the Cloud Services Website from time to time.
- RELATIONSHIP OF THE PARTIES We on one hand, and you on the other, are each independent parties. This Agreement, and any transaction under hereunder, does not create an agency, joint venture, or partnership between us and you. We do not have a landlord-tenant relationship with you, and we are not your bailee or warehouseman with respect to any data or Content. You have no right to access our premises or data centers and no right to possess or own any IP address, software, server hardware or other equipment included in the Cloud Services.
- IP ADDRESSES. Any public or private IP address allocated for you to use as a part of the Cloud Services will remain allocated to you until your Cloud Services are terminated for any reason; or we decide to change any IP address, which we may do at any time and in our sole discretion by providing you with five (5) days’ prior notice of the change in accordance with the notice provisions in Section 30 below. Upon termination of this Agreement, you may no longer use any IP addresses that we provided for your use in connection with the Cloud Services.
- REPRESENTATIONS. You represent and warrant to us that (i) the information you provide in connection with your registration for Cloud Services is accurate and complete; (ii) no Content on the Cloud Servers is illegal, defamatory, malicious, harmful, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) you will not attempt to circumvent or disable any of the security-related, management, or administrative features of the Cloud Services; (iv) you have obtained all consents and licenses required for both of us to legally access and use all software you place on the Cloud Servers that was not provided by us and listed on the Addendum of Services without infringing any ownership or intellectual property rights; (v) the execution and delivery of this Agreement will not conflict with or violate any provision of your charter, by-laws or other governing documents; and (vi) you have otherwise taken all necessary steps to legally execute this Agreement.
- FORCE MAJEURE. If the performance of any part of this Agreement, other than the payment of money, is prevented or delayed by reason of an act of God, act of war, act of terrorism, fire, governmental action, labor dispute or other cause beyond the performing party’s control, then that party will be excused from performance for the length of that prevention or delay.If the performance of any part of this Agreement, other than the payment of money, is prevented or delayed by reason of an act of God, act of war, act of terrorism, fire, governmental action, labor dispute or other cause beyond the performing party’s control, then that party will be excused from performance for the length of that prevention or delay.
- NOTICES. (a) FROM US. Except as otherwise provided herein, notices we send to you under this Agreement may be sent by certified mail, return receipt requested, or nationally recognized courier (e.g., FedEx or U.P.S.) with a signature required or by electronic mail to the email address included on the signature page below. You are responsible for keeping your email address current and accurate at all times. Any notice we send to the then-current email address shall be deemed received when it is sent even if you do not actually receive it. (b) FROM YOU. Except as otherwise provided herein, notices you send to us under this Agreement must be in writing and sent at your own cost either (i) by certified mail, return receipt requested, or nationally recognized courier (e.g., FedEx or U.P.S.) with a signature required to the following address:
IT Cloudvision, LLC 11512 Lake Mead Avenue, Suite 102, Jacksonville, Florida 32256. (c) WHEN EFFECTIVE. A notice under this Agreement is effective when received. An email notice under this Agreement will be deemed received when sent. All other notices will be deemed received when signed for as indicated by the signed delivery receipt.
- NEUTRAL INTERPRETATION. This Agreement will be construed and interpreted in a neutral manner. No rule of construction or interpretation will apply against either you or us.
CONFIDENTIALITY. As used in this Agreement, “Confidential Information” means (i) with respect to us, server configurations, software configurations, proprietary information, proprietary technology, proprietary software, audit reports, information regarding product development, information regarding IT Cloudvision’s datacenters, and information contained in manuals, proposals or memoranda; (ii) with respect to you, non-public Content transmitted to or from, or stored on, the cloud servers; and (iii) with respect to both of us, information that is conspicuously marked as “confidential” or “proprietary,” information disclosed verbally that is designated as “confidential” or “proprietary” at the time of disclosure, and information that, by its nature, would reasonably be considered as confidential to any other person, firm or corporation. Confidential Information does not include (i) information that is independently developed by a non-disclosing party without the use of the disclosing party’s Confidential Information as shown by the non-disclosing party’s written business records; (ii) information that is known by a non-disclosing party prior to disclosure by the disclosing party as shown by the non-disclosing party’s written business records; or (iii) information that is or becomes generally available to the non-disclosing party or the public other than through a violation of this Agreement.
RESTRICTIONS ON USE AND DISCLOSURE. A party shall not disclose the other party’s Confidential Information except (i) on a need-to-know basis, to its agents, employees and representatives who are bound by confidentiality restrictions at least as stringent as those stated in this Agreement; or (ii) as required by law, governmental regulation or requirement, court order, or subpoena, in which case and subject to applicable law, the non-disclosing party shall provide prompt notice to the disclosing party so as to allow sufficient time for the other party to seek a protective order or other appropriate remedy. A party shall not use Confidential Information except as required to perform its obligations under this Agreement.
STANDARD OF CARE. Each party shall use the same degree of care to protect the other party’s Confidential Information that it uses to protect its own highly confidential information from unauthorized disclosure, but in no event shall either party use less than a commercially reasonable degree of care. The non-disclosing party shall notify the disclosing party promptly upon its discovery of any unauthorized use or disclosure of Confidential Information by the non-disclosing party’s employees, representatives, or agents, and will use commercially reasonable efforts to cooperate with the disclosing party to regain possession of all Confidential Information and to prevent any further unauthorized use or disclosure.
- ASSIGNMENT; RESALE; BINDING EFFECT. You may not assign this Agreement or resell the right to use the Cloud Services without our prior written consent. We may assign this Agreement at any time. This Agreement will be binding upon and inure to the benefit of all of our and your successors and assigns, who shall be bound by all of the obligations of their predecessors or assignors.
- SUBCONTRACT. We may subcontract any portion of the Cloud Services to a third-party contractor, provided that we will remain fully responsible to you for the Cloud Services pursuant to this Agreement. Any subcontractor will be deemed to be an independent contractor and not our partner, agent, or employee. We may collect and report anonymous information regarding your use of the Cloud Services to our subcontractors, licensors or suppliers as required to provide you with the Cloud Services.
- MISCELLANEOUS. The headings in this Agreement are solely for convenience of reference and will not affect its interpretation. This Agreement does not create any third-party beneficiary rights. If any term, provision, covenant, or condition of this Agreement is held invalid or unenforceable in a valid legal proceeding, that term or provision may be modified only to the extent necessary for enforcement, that term or provision will be enforced to the maximum extent permitted by law, and the rest of this Agreement will remain in full force and effect and will in no way be affected or invalidated. No waiver of any provision of this Agreement will be effective unless in writing signed by the waiving party, and no delay or failure to exercise or enforce any right or remedy hereunder will constitute a waiver of that right or remedy. Express waiver of any right or remedy in a particular instance will not constitute a waiver of that right or remedy in any other instance, or a waiver of any other right or remedy. The word “including” is a term of expansion, not limitation. Unless otherwise indicated, all references to a day are references to a calendar day and all references to a time of day are references to Eastern Standard Time.
- SCOPE OF AGREEMENT; ENTIRE AGREEMENT. This Agreement constitutes the final and entire agreement between the parties regarding its subject matter, and it supersedes all other oral or written agreements or policies relating thereto. If there is a conflict between or among any of the parts of this Agreement, they will govern in the following order: an addendum signed by both parties, this Cloud Services Agreement and the AUP. Additional or different terms in any written communication from you, including any purchase order or request for Cloud Services, are void.
IT CLOUDVISION, LLC