The Terms of Service agreement is the guideline for the appropriate and prohibited usage resale and usage of CLOUDPLUS Services.

TERMS OF USE, SERVICE and NOTICES
AGREEMENT BETWEEN RESELLER AND CLOUDPLUS (“CLOUDPLUS”)

The resale and private‐labeling of CLOUDPLUS products and services (“CLOUDPLUS Service”) is offered to private label partner/white label partner/parent account/VAR (Value Added Reseller)/reseller (“RESELLER”) conditioned on RESELLER acceptance without modification of the terms, conditions, and notices contained herein.

The resale and private‐labeling of CLOUDPLUS services constitutes RESELLER agreement to all such terms, conditions, and notices. RESELLING or use of a particular CLOUDPLUS Service included within the CLOUDPLUS Network may also be subject to additional terms. The RESELLER agreement, this Terms of Service Agreement, Master SLA, and SLA Addendums must be agreed to prior to the resale and private‐ labeling of CLOUDPLUS Service. Additionally, CLOUDPLUS may contain additional terms, codes of conduct, policies or guidelines that govern use of services, including without limitation, particular features or offers.

Reseller Terms of Use Agreement

1. MODIFICATION

CLOUDPLUS reserves the right to change the terms, conditions, and notices under which the CLOUDPLUS Sites/Services are offered, including but not limited to the charges associated with the use of the CLOUDPLUS Sites/Services. RESELLER is responsible for regularly reviewing these terms and conditions and additional terms posted on particular websites. RESELLER continued use of the CLOUDPLUS Sites/Services constitutes RESELLER agreement to all such terms, conditions, and notices.

2. RESELLER ACCOUNT

2.1 APPLICATION

RESELLER must complete the application process by providing CLOUDPLUS with current, complete and accurate information as prompted by the applicable sign up form. Your current and up to date contact and billing information must be provided at all times.

2.2 PRIVATE LABELING

RESELLER may private label the CLOUDPLUS Control Panel, Support Site, Agreements and Collateral with RESELLER branding. Custom URL’s must be configured with the DNS settings and or IP addresses provided by CLOUDPLUS. CLOUDPLUS is not responsible for any malfunction or failure of any private labeled tools caused by RESELLER configuration negligence.

2.3 END USER MANAGEMENT AND SUPPORT

RESELLER is responsible for the provisioning of END USER accounts. RESELLER is responsible for managing, or training END USER to manage END USER accounts. CLOUDPLUS shall provide RESELLER with the guides and F.A.Q’s needed to manage RESELLER account and END USER accounts. RESELLER

agrees that RESELLER is responsible for the level 1 support of its END USER accounts. At no time should the END USER contact CLOUDPLUS for support as all support issues for END USERS must be handled by RESELLER. RESELLER may contact CLOUDPLUS support team for level 2 support. It is RESELLER responsibility to relay any resolution gathered from CLOUDPLUS to END USER.

2.4 SALES AND MARKETING

RESELLER is responsible for all marketing and sales of CLOUDPLUS Services to END USER. CLOUDPLUS channel management team will provide tools and collateral to assist RESELLER marketing efforts. When resources are available CLOUDPLUS can assist RESELLER in sales efforts as an extension of RESELLER brand.

2.5 EXPENSES

Unless otherwise specified herein to the contrary, RESELLER agrees that all costs and expenses incurred by RESELLER in connection with the performance of its services hereunder shall be at RESELLER own expense and without cost or charge to CLOUDPLUS.

3. FEES & BILLING

3.1 FEES

The fees associated with Services are effective once Services have been provisioned/enabled. Provisioned services are invoiced on a recurring basis. RESELLER will receive sixty (60) days prior notice of any increase or decrease in such fees.

3.2 LIABILITY

The Individual agreeing to this service is personally and financially liable for all any and all non‐payment of RESELLER account. Any END USER services enabled by request or in the Control Panel are billable and cannot be refunded due to END USER/RESELLER negligence. The individual agreeing to this service also assumes all fees associated with non‐payment.

3.3 PAYMENT TERMS

RESELLER accounts are allotted 45 days in which to remit payment for newly generated invoices. This has been designed for your benefit and to allow ample time to collect payment from your customers. If consecutive delinquent payments are received, CLOUDPLUS reserves the right to adjust the payment terms as seen fit by management. Underpayment of the top level Partner Invoice is not accepted.
Overpayments will be applied to the following invoice.

Partner Invoices are generated once a month for the designated billing contact for the RESELLER account. The first page of the Partner Invoice (in PDF format) will contain a summary of all billable services, for all END USER accounts existing in RESELLER Control Panel. The Partner Invoice Summary Page contains a unique Partner Invoice Number that must be paid in full by RESELLER. All proceeding pages are dedicated to each individual END USER account associated with

RESELLER, and will contain the details for all billable services.

3.4 PAYMENT METHODS

Payments must be remitted in USD currency by one of the following methods:

a. Credit Card/ACH. Fees that RESELLER incurs for the use of services will be charged to the payment method RESELLER provides. If CLOUDPLUS is unable to debit valid charges, CLOUDPLUS will notify RESELLER of this problem and reserves the right to terminate RESELLER access to the Services within thirty (30) days of such notice, unless RESELLER provide CLOUDPLUS with an alternative method of payment acceptable to CLOUDPLUS, in its sole discretion, within such thirty (30) day period.

b. Check. Checks may be used in lieu of auto payment methods. Partial payments are accepted, however payment in full is required before the due date.

3.5 OTHER FEES

Other fees assessed on a one‐time or as needed basis and are as follows:

a. Set up. If a set up fee is associated with any service this fee is due on the Partner Invoice following the set up of service.

b. Professional Services Fees. Professional services fees are determined based on the services rendered. Once the initial quote is agreed to by RESELLER payment must be remitted before the services will be performed. Restoration of deleted mailboxes is an example of an instance when a professional services fee would be assessed.

c. Late Fees. Partner Invoices that are unpaid within 10 days will incur a late fee. The late fee is 3% of the Partner Invoice total multiplied by the days past the due date that the payment is not received. If the balance is not paid within 30 days the END USER accounts could be suspended.

d. Returned Check Fees. Accounts with returned checks will be assessed with a late fee (based on bank charge). If the balance is not paid within 30 days the END USER accounts could be suspended.

e. Administrative Fees. Administrative fees can be assessed when CLOUDPLUS incurs expenses or resources based solely on an individual RESELLER account and not the entire RESELLER base. Fees incurred if an unpaid balance must be sent to a third party collection agency is an example of an in instance when an administrative fee would be assessed.

3.6 ACCOUNT SUSPENSION & COLLECTION

If an RESELLER account exceeds Net 60 terms all END USER accounts will automatically be suspended due to non-payment. A suspended account entails being locked out of all hosted services and the Control Panel. In order to lift the suspension, any outstanding balances must be paid in full along with late fees, and a reactivation fee of $5 per END USER account. Unpaid balances will be sent to a third
party collection agency after 60 days past due date and an additional administrative fee will be assessed.

3.7 FEE DISPUTE

All billing discrepancies and disputes must be provided in email/writing along with a spreadsheet detailing charges and juxtaposing charges of the Credit Card statement. Application of credits or refunds can only be done within 120 days of the invoice disputed. Any disputes after 90 days will not be considered without management approval and the possible assessment of an additional administrative fee.

4. RESELLER TERM AND TERMINATION

4.1 TERM

This Agreement will commence on the Effective Date and will continue for a period of six (6) months (Initial Term), unless earlier terminated as provided in this Section 8. Upon the expiration of the Initial Term, this Agreement shall automatically renew for consecutive, additional one (1) year terms (Renewal Terms, collectively with the Initial Term, Term) unless: (a) the Agreement has been earlier terminated pursuant to this Agreement or (b) either Party has provided the other Party with written notice at least ninety (90) days prior to the expiration of the end of the Initial Term or any Renewal Term of its intent not to renew this Agreement or (c) the activity audit results in no activity from the RESELLER. This applies to moving, transitioning, transferring, or migrating customers and/or sub resellers to alternate distributors outside of CloudPlus. 

4.2 TERMINATION FOR NON PAYMENT

If Payment is not received from RESELLER for sixty (60) days from invoice date, CLOUDPLUS has the right to terminate the Agreement.

4.3 TERMINATION FOR CAUSE

Either party may terminate this Agreement at any time if one or more of the following conditions occur:
(a) the other party is in material breach of any representation, warranty, term, condition or covenant of this Agreement and fails to cure such breach within thirty (30) days; or (b) the other party (1) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (2) admits in writing its insolvency or inability to pay its debts or perform its obligations as they mature; or (3) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or general assignment for the benefit of creditors; provided that if such condition is assumed involuntarily it has not been dismissed with prejudice within thirty (30) days after it begins.

4.4 Effect of Termination

Upon termination of this Agreement, RESELLER shall cease offering the Services to all Customers and CLOUDPLUS has the right to refer END USERS to an active RESELLER. All pending invoices owed may be submitted to a Collection service if not paid in full after Termination Date. The Partner shall immediately destroy or deliver all copies of Confidential Information and materials embodying or containing Confidential Information disclosed to it pursuant to this Agreement to CLOUDPLUS, and if destroyed, shall provide the Disclosing Party with written confirmation that such Confidential Information has been destroyed.

Reseller‐End User Terms of Use Agreement

1. ACCEPTANCE OF AGREEMENT

The following terms must be accepted by the RESELLER and the and the RESELLER’S sub‐ accounts/customers/clients/sub‐resellers/end users (“END USER”). RESELLER is responsible for the END USER compliance and agreement of the following terms. RESELLER is liable for any and all END USER breach of agreement.

2. USE LIMITATION

Unless otherwise specified, CLOUDPLUS is for END USER personal and commercial use.

2.1 THIRD PARTY LICENSES

Use of software and documentation is subject to the terms and conditions of any applicable END USER license agreements of CLOUDPLUS and third party licensors. CLOUDPLUS makes no representations or warranties regarding software and documentation provided under the terms of any applicable END USER license agreements with third party licensors.

2.2 RESTRICTIONS

END USER acknowledges that the Services and the source code contain valuable proprietary information and trade secrets of CLOUDPLUS and its third party licensors. END USER may not and will not permit any third party to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from CLOUDPLUS.

3. TERM AND TERMINATION

3.1 TERM

Unless terminated earlier as set forth herein, this Agreement shall commence on the date Services are provisioned.

3.3 TERMINATION BY CLOUDPLUS

CLOUDPLUS reserves the right, in its sole discretion, to terminate END USER access to any or all CLOUDPLUS Service and the related services or any portion thereof at any time, without notice. CLOUDPLUS shall have no obligation to maintain any content or to forward any unread or unsent messages to END USER or any third party.

3.4 UPON TERMINATION

Upon termination CLOUDPLUS has no obligation to continue to hold, export, or return END USER data and no liability for the deletion of END USER data pursuant to the foregoing terms. END USER is responsible for securing data prior to termination.

Software supplied by CLOUDPLUS must be uninstalled immediately and END USER domain cannot be placed back onto CLOUDPLUS network for a minimum of 90 days in order to prevent fraudulent activity.

4. ACCOUNT MANAGEMENT

4.2 PASSWORDS

CLOUDPLUS Services are accessed by use of passwords. END USER will receive generated and or choose passwords for the account. END USER is entirely responsible for maintaining the confidentiality of END USER password and account. Furthermore, END USER is entirely responsible for any and all activities that occur under END USER account.

CLOUDPLUS will not be liable for any loss that END USER may incur as a result of someone else obtaining END USER password or account, either with or without END USER knowledge. However, END USER could be held liable for losses incurred by CLOUDPLUS or another party due to someone else using END USER account or password. END USER may not use anyone else’s account at any time, without the permission of the account holder.

4.3 LEGAL USE

By using the CLOUDPLUS Service, END USER is representing and warranting that END USER is of legal age to form a binding contract and is not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.

As a condition of END USER use of the CLOUDPLUS services, END USER will not use the CLOUDPLUS Service for any purpose that is unlawful or prohibited by these terms, conditions, and notices. END USER may not use CLOUDPLUS in any manner which could damage, disable, overburden, or impair CLOUDPLUS (or the network(s) connected to CLOUDPLUS) or interfere with any other party’s use and enjoyment of CLOUDPLUS.

END USER may not attempt to gain unauthorized access to CLOUDPLUS, other accounts, computer systems or networks connected to CLOUDPLUS, through hacking, password mining or any other means. END USER may not obtain or attempt to obtain any materials or information through any means not intentionally made available through CLOUDPLUS.

END USER is liable for the content of the data passing through CLOUDPLUS network or Services and for all actions performed by use of Services provisioned including that which may be illegal, obscene, defamatory, threatening or that may violate any trademark or copyright.

4.4 END USER RESPONSIBILITY

END USER agrees that it is END USER responsibility to obtain access to the CLOUDPLUS Service and that no equipment (e.g., computer hardware) or internet access will be provided to END USER by CLOUDPLUS.

END USER is responsible for informing CLOUDPLUS of any changes to email address, contact information, and billing details to ensure receipt of notification and invoices.

5. PRIVACY

CLOUDPLUS will not, under any circumstances share any public or private information about its END USERs with any party outside of CLOUDPLUS, nor will it share any of END USER private data.

If it were to become necessary to do so, the END USER in question would be notified and asked for approval. Provided however, that END USER acknowledge, in addition to any additional rights set forth below in these terms and conditions, consent and agree that CLOUDPLUS may access, preserve, and disclose END USER account information and the contents of END USER account (including, without limitation, e‐mails) if CLOUDPLUS is required to do so by law or if CLOUDPLUS, in its discretion, believes that disclosure is reasonably necessary to (a) comply with the legal process, (b) enforce these terms and provisions, (c) respond to END USER requests for customer service or (d) protect the rights, property, or personal safety of CLOUDPLUS, its employees and END USER, and the public.

6. SPAM

CLOUDPLUS will immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated then END USER account may be assessed for liquidated damages of $3 (U.S. Currency) for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with END USER account, otherwise END USER account may be assessed actual damages, to the extent such actual damages can be reasonably calculated.

7. LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE

THROUGH CLOUDPLUS MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO CLOUDPLUS AND TO THE INFORMATION THEREIN. CLOUDPLUS AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN CLOUDPLUS AT ANY TIME. ADVICE RECEIVED VIA CLOUDPLUS SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND END USER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO END USER SITUATION. CLOUDPLUS AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN CLOUDPLUS FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED
“AS IS” WITHOUT WARRANTY OF ANY KIND. CLOUDPLUS AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION,
SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON‐INFRINGEMENT. END USER SPECIFICALLY AGREE THAT CLOUDPLUS SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF END USER TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH CLOUDPLUS. END USER SPECIFICALLY AGREE THAT CLOUDPLUS IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. END USER SPECIFICALLY AGREE THAT CLOUDPLUS IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN CLOUDPLUS BY ANY THIRD PARTY. IN NO EVENT SHALL CLOUDPLUS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF CLOUDPLUS, WITH THE DELAY OR INABILITY TO USE CLOUDPLUS OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH CLOUDPLUS, OR OTHERWISE ARISING OUT OF THE USE OF CLOUDPLUS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CLOUDPLUS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO END USER. IF END USER IS DISSATISFIED WITH ANY PORTION OF CLOUDPLUS, OR WITH ANY OF THESE TERMS OF USE, END USER SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING CLOUDPLUS.

8. GENERAL

This agreement is governed by the laws of the State of California, U.S.A. END USER hereby irrevocably
consent to the exclusive jurisdiction and venue of courts in Santa Clara County, California, U.S.A. in all
disputes arising out of or relating to the use of the CLOUDPLUS Service. Use of CLOUDPLUS is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

END USER agree that no joint venture, partnership, employment, or agency relationship exists between END USER and CLOUDPLUS as a result of this agreement or END USER use of CLOUDPLUS Service.

END USER agree to indemnify and hold CLOUDPLUS, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of END USER use of or conduct while using CLOUDPLUS Service.

CLOUDPLUS reserves the right to disclose any personal information about END USER or END USER use of CLOUDPLUS, including its contents, without END USER prior permission if CLOUDPLUS has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process;
(2) protect and defend the rights or property of CLOUDPLUS or its affiliated companies; (3) enforce the terms or use; or (4) act to protect the interests of its members or others.

CLOUDPLUS’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of CLOUDPLUS’s right to comply with governmental, court and law enforcement requests or requirements relating to END USER use of CLOUDPLUS or information provided to or gathered by CLOUDPLUS with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the END USER and CLOUDPLUS with respect to CLOUDPLUS and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the END USER and CLOUDPLUS with respect to CLOUDPLUS.

A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Any rights not expressly granted herein are reserved.s