Terms of Sale

Introduction

cloud&more, its affiliates and their successors and assigns (collectively referred to as "cloud&more") makes available the cloud hosting and related services described in cloud&more's published service descriptions subject to these Terms of Service (the "TOS").

For the purposes of the TOS, the word "you" means the individual requesting one or more services provided by cloud&more, and, if applicable, includes any other legal entity on behalf of which an individual makes such a request. Additionally, you agree not to make such a request on behalf of any other legal entity unless you have the authority to bind that legal entity to the TOS.

Acceptance of Terms

Capacity

You represent and warrant to cloud&more that you have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside. If you do not have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside, do not request services from cloud&more unless your parent or guardian enters into the TOS on your behalf.

You represent and warrant to cloud&more that your use of any service that it provides will not violate any applicable law or regulation in the province, state, territory or country in which you reside. If you are unable or unwilling to do so, do not request services from cloud&more.

Your Relationship with Cloud&More

This Cloud Solutions Agreement is entered into between you and cloud&more and governs your use of and access to the Solution. The term "Agreement" refers collectively to these terms and conditions and, as applicable, (i) the Solution Description for the applicable Solution; (ii) if you purchased directly from cloud&more, any order form referencing the Solution Description (an "Order Form"); and (iii) the attached or referenced Acceptable Use Policy ("AUP").

You agree that your purchase of the Solution is solely for your internal business use which may include providing a Customer Solution to an End User for that End User's internal business use. The Solutions purchased under this Agreement are not for resale.

Definitions

"Activation Instructions"

means any instructions, user IDs, software license keys or passwords that we may provide you in respect of specific Solutions to enable you to activate or access the Solution.

"Cloud"

means a combination of hardware, services, software and networking elements made available by us under a Solution Description that comprise an information technology system.

"Confidential Information"

means (i) for you, information provided to us on an Order Form; (ii) for us, pricing and other Solution terms, Activation Instructions, marketing and sales information, know-how, audit and security reports, product development plans, data center designs, or other proprietary information or technology provided to you (including Software).

"Services"

means any and all services performed by us as described in one or more Solution Descriptions, including our providing access to and use of the Cloud.

"Software"

means any software, library, utility, tool or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by us in connection with a Solution.

"Solution"

means the combination of the Services performed and Software provided by us to you pursuant to a Solution Description, including use of the Cloud in connection with the provision of a Solution.

Quotes, Ordering and Payment

If you purchased a Solution through a reseller, the terms and conditions of sale (including pricing) for the purchase will be as agreed between you and the reseller. We will charge amounts for Solutions as set forth in the applicable Solution Description or Order Form or, if not specified, the current list pricing provided on our website. Quoted prices will remain in effect only until the expiration date of the quote. All orders are subject to our acceptance.

Payment must be made by credit card, wire transfer or other prearranged payment method unless we agree in writing to credit terms. Solutions are invoiced monthly beginning on the Activation Date. Invoices are due and payable within thirty (30) days from the invoice date. We reserve the right to charge a late payment fee of 1.5% per month (or 18% per year) against overdue amounts or the maximum rate permitted by law, whichever is less.

The charges stated in any Order Form or invoice will exclude GST, HST, PST or other similar VAT, sales or use tax. You are responsible for the payment of all taxes and fees assessed or imposed on the Solution in any geography in which you or an End User receives the benefit of the Solution.

Activation

With respect to certain Solutions, after our receipt and acceptance of an order (whether placed directly with cloud&more or through a reseller), you will receive Activation Instructions. The date Activation Instructions are transmitted or, in the event Activation Instructions are not required, the effective date of the applicable Solution Description or the date an online order is executed is the "Activation Date."

You are responsible for providing, maintaining and monitoring one dedicated email address for the receipt of notices and other communications related to the Solution.

Term; Renewals

The "Term" for any Solution begins on the Activation Date and extends for the period indicated in the Solution Description or Order Form. Unless you decline auto-renewal in writing at least thirty (30) days prior to the expiration of the Term, we may automatically renew this Agreement and the related Solution(s) for a successive Term at our then-current list price.

Termination

Either party may terminate this Agreement if the other party commits a material breach and the breach is not cured within ninety (90) days of receipt of written notice describing the nature of the breach.

We may terminate this Agreement or the affected Solutions upon written notice to you if:

• You are delinquent on your payment obligations for thirty (30) days or more
• You violate the AUP
• A change in our relationship with a third-party Software or technology provider has had a material adverse effect on our ability to provide the Solution
• You declare bankruptcy, are adjudicated bankrupt or a receiver or trustee is appointed for you or substantially all of your assets

Proprietary Rights

Except for information created or otherwise owned by you or licensed by you from third-parties, all right, title, and interest in the Intellectual Property embodied in the Solution, including the know-how and methods by which the Solution is provided and the processes that make up the Solution, will belong solely and exclusively to us or our licensors.

Limited Warranty

Limitation of Liability

THE cloud&more PARTIES WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOLUTIONS PROVIDED HEREUNDER. OUR TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY cloud&more DURING THE PRIOR TWELVE (12) MONTHS OF THIS AGREEMENT FOR THE SPECIFIC SOLUTION GIVING RISE TO SUCH CLAIM(S).

Privacy

For information about our privacy practices, please read our privacy policy at cloudandmore.ca/privacy. This policy explains how we treat your personal information and protect your privacy. If your Solution Description specifies the region in which your data will be stored, we will not move the data from the specified region without notifying you.

Customer Obligations

You are responsible for keeping your account permissions, billing and other account information up to date. You represent, warrant and covenant that you have obtained all rights, permissions and consents necessary to use and transfer any Customer data or End User data within and outside of the country in which you are located in connection with our performance of the Service or your use of the Software.

Unless indicated otherwise in the Solution Description, Services will be provided from facilities located inside of Canada and any data, or information you provide through the Services (including personal information) will be transmitted and stored inside of Canada.