Master Service Agreement

June 02, 2019 – Present

This Master Service Agreement is incorporated by reference into the Service Order, Supplemental Services Agreement and/or SOW (collectively, each an “Ordering Document”) entered into by and between Cloudnosys Inc. (“Cloudnosys”, “Us”, “We” or “Our”), located at 205 Market Place, Suite 200, Atlanta, GA 30075, USA, and the entity listed on the Ordering Document (“You”, “Your”, or “Customer”) as of the date of execution of the Ordering Document (the “Effective Date”). This Master Services Agreement together with any Ordering Document entered thereunder are collectively referred to as the “Agreement.” The parties agree as follows:

By executing the Ordering Document, You are agreeing to these terms. You agree that You are entering into this Agreement on behalf of Customer, and represent and warrant that You have the right and authority to do so. All other Users (defined below) from Your organization will be subject to the terms of this Agreement.

Our product, content, and services (the “Services”) are diverse and sometimes additional terms may be required for new Services that We introduce. If additional terms are required, those terms will be presented to You for approval in a separate amendment, order schedule, or agreement (“Supplemental Services Agreement”) which upon both parties’ acceptance will become part of this Agreement.

Description of Services

Cloudnosys retrieves, stores and analyzes data for a variety of third party cloud infrastructure, platform and software providers. Services include analytics, data, reporting and optimization tools made available from Our website, as well as consulting and professional services (in which case, the terms of Addendum 1 apply). Such Services will be further detailed in a Service Order (defined below). We reserve the right to change the Services (including the content, appearance, design, functionality and all other aspects thereof), access procedures, and documentation at any time for any reason as long as the overall functionality of the Services do not materially decrease.

Use of Services, Your Responsibilities

Account Creation. In order to access and use the Services, You will need to open an account with Us (“Account”). When creating an Account, You will be required to provide certain personal information about Yourself and establish a user identification and password (“Registration Information”). Please see Our privacy policy, available at https://www.cloudnosys.com/privacy/, which governs Our handling and use of data and information (including Registration Information and Account Service Information) that You may provide Us. You are responsible for maintaining the confidentiality, accuracy, and truthfulness of Your and Your Users’ Registration Data.

Additional Users. You may choose to allow Your employees, contractors or other agents access to Your Account (“Users”) by supplying them with their own user identifications and passwords. You will be responsible for the actions of all Users added to Your Account, including their compliance with this Agreement and any Supplemental Services Agreement, applicable laws and regulations.

Account Notifications. All Account notifications will be sent electronically to the email address provided in Your Registration Information. These communications are considered part of the Services and You may not be able to opt-out from receiving them.

Cloud Service Account Information. By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content (including Registration Information) through the Services about Your use of third-party cloud services (“Cloud Service Account Information”), You grant to Us a worldwide, non-exclusive, royalty-free, license to use, distribute, reproduce, and store the Cloud Service Account Information solely for the purposes expressly authorized herein. This license may also be exercised on behalf of Us by third parties acting on Our behalf (e.g., technology partners, service providers and independent contractors). You are responsible for the accuracy, quality, integrity and legality of Your Cloud Service Account Information (and of the means through which it was acquired by You or Your Users).

Service Data. You are responsible for authorizing and enabling Us to submit Your Cloud Service Account Information (including usernames and passwords) to third party services, websites or APIs that You designate, for the purposes of retrieving cost, usage, billing, and other data, statistics, or information necessary for providing the Services (“Service Data”). Such access will be read-only, and You acknowledge and agree that when We access and retrieve Service Data from third parties, We do so at Your request.

Acceptable Use. You are responsible for Your and Your Users’ compliance with the acceptable use of Our Services as defined in Our Acceptable Use Policy located at https://cloudnosys.com/acceptable-use-policy/.

Suspension of Services. We may suspend the provision of Services in the event You violate the terms of this Agreement (including any Supplemental Services Agreement or Service Order), including failure to pay amounts due. We may also temporarily suspend Your access to the Services in the event that We deem it necessary to prevent harm to Your data or the Services. Any suspension will only be for the scope and duration necessary to limit harm to You, Cloudnosys, the Services or third parties.

Our Responsibilities

Operation of Purchased Services. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week except for (i) planned downtime for routine maintenance or periodic updating, or (ii) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), equipment failures, denial of service attacks, periodic updating or any service provider failures or delays.

Support. We will provide Our standard level of technical support for the Services free of charge during Our regular business hours.

Data Protection. Cloudnosys will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Your Cloud Service Account Information, in accordance with applicable industry standards. Cloudnosys may access Cloud Service Account Information or Service Data as necessary to identify or resolve technical problems or to provide Users with support.

License Grant

License to You. So long as You comply with the terms of this Agreement, We grant You and Your authorized Users a limited, royalty-free, non-exclusive, non-transferable license to use, access, input data into, process data through and display the Services for Your internal business purposes. Your (nor Your Users) may not use, copy, modify, rent, loan, lease, sublicense, create derivative works or distribute the Services for any other purposes or make the Services available to non-authorized users. You will not, and will not authorize Users to: (i) sell, resell, lease, lend, or the functional equivalent thereof, the Services in whole or in part, to a third party, (ii) alter, change, modify, adapt, translate or make derivative works of the Services, (iii) transmit any viruses or malware through the Services, or (iv) decompile, disassemble, or reverse engineer the Services or any elements thereof, or otherwise derive source or object code from the Services or any elements thereof. You agree not to access the Services by any means other than through the interfaces that We provide.

Fees and Payment for Purchased Services

Purchased Services. Cloudnosys offers access to the Services for a fee. To enable and use the Services, You are required to execute an order for such Services (“Service Order”), and pay the fees detailed in the Service Order. The Subscription Term and fees for the Services can be found in the Service Order executed when procuring the Service.

Usage Limits. Some of Our Services are subject to usage limits specified in the Service Order. Subscriptions to the Cloudnosys platform contain a limit on the aggregate amount You have elected to be monitored by the Services for a specific period of time (“Monitored Costs Plan Limit”). “Monitored Costs” are all fees from third-party cloud providers as reflected in Customer’s billing data including, without limitation, support, taxes, and third party marketplace products, and prior to the application of any one-time or recurring credits, discounts and refunds. Your Monitored Costs Plan Limit may be increased by executing an updated Service Order that will include any resulting changes in fees and the Subscription Term. The changes will become effective on the billing period following execution of the Service Order.

Fees. Subscriptions to the Cloudnosys platform include a flat fee for use of the Services up to the Monitored Costs Plan Limit specified in the Service Order (“Subscription Fee”). Unless otherwise specified in the Service Order, Subscription Fees are billed and payable annually in advance of the Subscription Term. Subscriptions also include fees for additional usage above and beyond the Monitored Costs Plan Limit (“Additional Usage Fees”). Unless otherwise specified in the Service Order, Additional Usage Fees are billed (i) as a percentage of the Monitored Costs, and (ii) in each month as they occur. Unless otherwise specified in the Service Order, all fees are quoted, billed and payable in U.S. Dollars.

Invoicing and Payments. Invoices for Services are presented and delivered electronically to You. All payment obligations are non-cancelable and all amounts paid are nonrefundable. If payment is made via credit card or electronic money transfer, such payment shall be chargeable upon invoice date and no receipt will be provided. Cloudnosys reserves the right to charge You directly via another method if reasonable efforts made to obtain a valid credit card or electronic payment authorizations fail. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

Taxes. Cloudnosys’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You are responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Cloudnosys’s income. You are responsible for paying all taxes associated with Your purchase of any Services. If Cloudnosys has the legal obligation to pay or collect taxes for which You are responsible, the appropriate amount shall be invoiced to and paid by You unless You provide Cloudnosys with a valid tax exemption certificate authorized by the appropriate taxing authority.

Billing Disputes. If You believe Your bill is incorrect, You must contact Cloudnosys in writing within thirty (30) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Functionality. You agree that Your purchases are not contingent on the delivery of any future release of new features, functionality, nor are Your purchases dependent on any oral, written or public comments made by Cloudnosys regarding such features, functionality or services.

Changes to Pricing and Fees. We reserve the right to modify Our prices and fees and to introduce new fees upon thirty (30) days prior notice to You. Any such changes will only become effective upon renewal of a Subscription Term.

Free Trials

Free Trial. We offer free trials of Our Services as a way for You to conduct an evaluation. Trials may be extended or terminated by Us for any reason at any time. If You are using Our Services as part of a free trial, any data or information You enter into the Services, and any customizations made to the Services by or for You during Your trial period will be permanently lost unless You purchase a Subscription to the same Service as those covered by the trial before the end of the trial period. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, DURING THE FREE TRIAL PERIOD, THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY SUPPORT, REPRESENTATIONS, WARRANTIES OR INDEMNITIES.

Indemnification

Indemnification by Us. We agree to defend You (and Your affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents and representatives) (together, “Your Indemnified Parties”) against any claim or suit made or brought against any of Your Indemnified Parties by a third party arising out of: (i) any grossly negligent or more culpable act or omission by Us or our personnel that results in personal injury or death, or damage to tangible personal property, and (ii) Our infringement of any third party’s intellectual property rights or other proprietary right (including of publicity and privacy) rights (“Claim Against You”), and will indemnify You from damages and reasonable attorney fees finally awarded against You or for amounts paid by You under a court-approved settlement of a Claim Against You. If We receive notice of any infringement, We may (a) modify Our Services so that it no longer infringes (without substantively diminishing the features or functionality of the Services You have subscribed to) or, (b) procure a license that enables You to continue to use the Services, or (c) terminate Your Service Order(s) with 30 days’ notice and provide You a refund of any prepaid fees covering the unused portion of the Monitored Costs Plan Limit of those terminated Service Order(s).

Indemnification by You. You agree to defend, indemnify and hold harmless Cloudnosys (and its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents and representatives) (together, “Cloudnosys Indemnified Parties”), from and against all claims or suit made or brought against any of the Cloudnosys Indemnified Parties by a third party, to the extent such claim arises from: (i) Your access or use of the Services in violation of this Agreement, or (ii) Cloudnosys’s use, in accordance with this Agreement, of Your Cloud Service Account Information, Registration Information, or other data You provide Us under this Agreement violates applicable law or the intellectual property rights or other proprietary rights (including rights of publicity and privacy) (“Claim Against Us”), and will indemnify Us from any damages and reasonable attorney fees finally awarded against Us or for amounts paid by Us under a court-approved settlement of a Claim Against Us.

Procedure. The indemnification and duties to defend described in this section are subject to the indemnified party: (i) promptly providing the indemnifying party with written notice of any claim, (ii) giving the indemnifying party sole control over the defense and settlement of the claim (provided that any settlement fully releases the indemnified party from all liability), and (iii) providing the indemnifying party with all reasonably necessary assistance to prepare and execute a defense, at its expense.

Representations

Representations. Each party to this Agreement represents and warrants to the other party that: (i) such party has the full corporate right, power and authority to enter into this Agreement and to perform that acts required of it hereunder, and (ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which such party is otherwise bound.

Warranties. We represent and warrant that, at all times during the applicable subscription term, the Cloudnosys software-as-a-service solution (“Saas Solution”) will conform to the Cloudnosys-provided user and technical manuals and operator instructions relating to the Saas Solution in all material respects. If We receive a written notice and description of what is a material non-conformity in the SaaS Solution, then We will correct such non-conformity at no additional charge. At any time, You may terminate this Agreement for cause in conformity with the Term and Termination section below for a material breach of this warranty. Any efforts to cure the material non-conformity during the cure period detailed in the Term and Termination section below will be performed at no additional cost to You.. We do not warrant that the Services will be provided without interruption or be completely error free. We do warrant that We will use commercially reasonable efforts to ensure that the Services are free of infection from viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept or expropriate any system, data or personal information.

Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CLOUDNOSYS DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF a COURSE OF DEALING OR USAGE OF TRADE.

Proprietary Rights

Proprietary Rights. Cloudnosys owns all worldwide right, title and interest in and to the Services including the underlying software platform including all worldwide intellectual property rights therein, that Cloudnosys uses to provide the Services and any and all improvements, modifications, or enhancements to the same (“Cloudnosys IP”). This Agreement does not convey any proprietary interest in or to any Cloudnosys IP or rights of entitlement to the use thereof except as expressly set forth herein.

Customer Data. As between Cloudnosys and Customer, Customer shall own all intellectual property rights in or to all Customer Data (as defined below), and nothing contained in this Agreement shall be construed to convey any intellectual property rights in or to the Customer Data to Cloudnosys. Customer warrants that it owns any and all rights necessary for the parties to use the Customer Data as contemplated hereunder. Notwithstanding the foregoing, Customer grants to Cloudnosys the limited rights to use, compile, process, and store Customer Data to the extent necessary to provide the Services to Customer pursuant to the provisions of this Agreement; further, such data may also be used to compile industry metrics that may be shared with third parties to the extent the shared metrics are anonymized and aggregated with other third party sources. “Customer Data” means all of Customer’s data, statistics and information entered or uploaded into the SaaS Solution by or on behalf of Customer.

Feedback. You may voluntarily provide feedback, comments and suggestions regarding improvements to the Services (“Feedback”). Cloudnosys will be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, on a royalty-free irrevocable basis, entirely without obligation or restriction of any kind.

Trademarks. The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Use of Your Logo and Trademarks by Us. You agree that Cloudnosys may display Your company name, and logo or trademark on Our website and in connection with routine marketing of the Services.

We may choose to decline an access request if it jeopardizes the privacy of others, is extreme in its practicality, or for which access is not required by local law. You may make access, correction, or deletion requests by contacting us at [email protected]
We only store data about you for as long as it’s reasonably required to fulfill the purposes under which it was first provided by you unless a longer retention period is required or permitted by law.

Confidentiality

Definition of Confidential Information. Each party understands that it will have access to or be directly or indirectly exposed to certain non-public information relating to the disclosing party’s business that is marked as “confidential” at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure in connection with the use and/or performance of the Services (“Confidential Information”). Confidential Information does not include any information that the receiving party can show: (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the disclosing party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Confidential Information of the disclosing party.

Protection of Confidential Information. The receiving party agrees: (i) to use reasonable measures and reasonable efforts to provide protection for each other’s Confidential Information, including measures at least as strict as those each party uses to protect its own confidential information, and (ii) not to use (except as expressly permitted herein) or disclose to any third person any such Confidential Information.

Compelled Disclosure. Notwithstanding any other provision, the receiving party may disclose Confidential Information it receives if compelled to do so by law, regulatory requirement or legal process. Unless prohibited by law or legal process, the receiving party will use its commercially reasonable efforts to give the disclosing party prior notice of the request for such disclosure and a reasonable period of time to respond to such request.

Limitation of Liability

Limitation of Liability. EXCEPT FOR ANY INDEMNITY OBLIGATIONS OR BREACH OF CONFIDENTIALITY OBLIGATIONS ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR USE OF THE SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR BREACH OF CONFIDENTIALITY AND INDEMNITY OBLIGATIONS ABOVE, EACH PARTY’S LIABILITY FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE SUM OF ALL PAYMENTS YOU HAVE MADE TO CLOUDNOSYS UNDER ALL SERVICE ORDERS IN THE LAST TWELVE (12) MONTHS OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

Non-Cloudnosys Content and Services

Links to Third Parties. The Services may contain links to third-party sites or resources. Cloudnosys provides these links as a convenience and does not endorse the companies or contents of any such sites. Cloudnosys is not responsible for the content of such sites or resources. If You decide to access any of the third-party web sites linked to the Services, You do this entirely at Your own risk.

Term and Termination

This Agreement commences on the Effective Date and continues until all Service Orders hereunder have expired or have been terminated (the “Term”). The term of each Service Order is specified in the applicable Service Order (the “Subscription Term”).

A Subscription Term will automatically renew for a subsequent renewal term of the same length, unless either party notifies the other party of its intent not to renew. In the case of Service Orders where the Subscription Term is greater than sixty (60) days, notice of non-renewal must be given at least sixty (60) days prior to the end of the then-current Subscription Term.

Termination for cause. Either party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other party of a material breach unless the breaching party cures such breach within thirty (30) days of the date of such notice, or (ii) the other party becomes insolvent, enters into receivership, files a petition for bankruptcy, or any other proceeding related to the liquidation or assignment for the benefit of creditors.

Data Portability and Deletion. Upon any termination of Service Order, the Services and/or Your Account (whichever is applicable) will no longer be accessible and all Cloud Service Account Information will be scheduled for deletion as soon as possible, in accordance with applicable laws. Any cancellation request to Us will be handled within thirty (30) days of receipt of such request, and in accordance with this Agreement. Upon any termination, Cloudnosys will have no obligation to maintain any Cloud Service Account Information, data or any related information that was stored in Our database related to Your use of the Services, delete any Service Data, or forward any information to You (or to any third party).

Refund Upon Termination. If You choose to terminate this Agreement for cause as defined herein, in the event that there are prepaid fees covering the unused portion of the Monitored Costs Plan Limit for Service Orders with active subscriptions, You will not be refunded. If this Agreement, or any individual Service Order, is terminated for any other reason, You will pay any and all unpaid fees covering the remainder of the current Subscription Term(s). In no event will any termination relieve You of any obligation to pay fees owed to Us for the unused portion of the Monitored Costs Plan Limit as of the effective date of termination.

Surviving Provisions. Any termination will not affect Your obligations, licenses to Cloudnosys under this Agreement or either party’s rights and obligations concerning certain terms (including, without limitation, proprietary rights, confidentiality, indemnification, and limitation of liability), which by their nature are intended to survive such termination.

Notices, Jurisdiction and Miscellaneous

Modification. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought.

Jurisdiction. This Agreement, and Your relationship with Cloudnosys, shall be governed by the laws of the State of Georgia without regard to its conflicts or choice of law provisions. Any dispute with Cloudnosys, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the state and federal courts in Fulton County, Georgia

Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between Us regarding its subject matter and supersedes all prior or contemporaneous Agreements (other than Service Orders) or understandings, written or oral, relating to its subject matter.

Assignment. Neither party may assign its rights, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that either party may assign this Agreement without the other party’s consent to a successor by way of merger, acquisition, sale of assets, or operation of law.

Relationship of the Parties. Nothing expressed by the acceptance of this Agreement is intended imply or create a partnership, association, joint venture, employee-employer, or franchisor-franchisee relationship.

Severability. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions will remain in full force and effect.

Order of Precedence. To the extent that conflicts occur between the terms contained in this Agreement and those defined in a Service Order or a Supplemental Service Agreement, the order of precedence shall be: Service Order, then Supplemental Service Agreement, then Master Service Agreement.

Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in the introductory paragraph of this Agreement and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier. Notwithstanding the above, other than for termination, an indemnifiable claim, or as expressly stated otherwise herein, all other general notifications may be made via email and such Customer notices will be sent via email to the administrative users of Your Account.

Terms and Conditions for Consulting Services

Addendum 1

If You have engaged Us for the provision of professional or consulting services, including, without limitation, any training, customization, and implementation services (“Consulting Services”), such Consulting Services will be governed by the Agreement and these additional terms and conditions.

Performance of Consulting Services

Description of Consulting Services. Consulting Services will be memorialized in a Statement of Work (“SOW”) executed by both parties, or identified in a Service Order. The SOW or Service Order will include reasonable details about the Consulting Services, including the Consulting Fees (as defined below) related to the engagement.

Change Orders. If You seek to change the scope of Consulting Services provided under any SOW or Service Order (including, but not limited to, any changes to the project schedule), You agree to discuss such proposed changes with Us. If We agree to the changes, the parties shall work together in good faith to execute a written change order. We shall not be obligated to perform any differing or additional Consulting Services unless the parties have executed a change order.

Cooperation. You will cooperate in good faith with Us in Our performance of the Consulting Services by, without limitation: (a) allocating sufficient resources and timely performing any tasks necessary for Us to perform Our obligations under this Agreement; (b) timely delivering any materials required under this Agreement; (c) timely responding to Our inquiries related to the Consulting Services; (d) assigning an internal project manager to serve as a primary point of contact for Us; (e) actively participating in scheduled project meetings; (f) providing, in a timely manner and at no charge to Us, office workspace, telephone and other facilities, suitably configured computer equipment with internet access, access to Your appropriate and knowledgeable employees and agents, and coordination of onsite, online and telephonic meetings as required by Us; and (g) providing complete, accurate and timely information, data and feedback as reasonably required. Any delays in Your performance of any of the foregoing obligations may result in additional charges for resource time.

On-Site Services. If We provide Services on Your premises, We will abide by Your rules, policies, and procedures regarding such matters as safety, security, health, environmental and hazardous material management, misconduct, physical aggression, harassment and theft (collectively, “Rules”) made available to Us with reasonable advanced, written notice.

Consulting Fees

Fees. As consideration for Our performance of the Consulting Services. You will pay Us the fees set forth in the SOW or Service Order (“Consulting Fees”).

Expenses. You agree to reimburse Us for any reasonable expenses for travel, lodging, communications, shipping charges and out-of-pocket expenses in connection with providing the Consulting Services (“Expenses”). At your written request, We agree to provide You with reasonable supporting documentation for invoiced Expenses.

Personnel

Independent Contractors. We are an independent contractor and will maintain complete control of and responsibility for personnel performing the Consulting Services, and methods and operations in providing the Consulting Services. We will not hold or represent ourselves as Your agent, subsidiary or affiliate for any purpose, including reporting to any government authority. Any Consulting Fees, Expenses or other amounts paid by You hereunder shall not be considered salary for pension or wage tax purposes and neither We nor Our personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits, unless otherwise required by law.

Subcontractors. We will engage and utilize the personnel We deem necessary to perform the Consulting Services or any portion thereof, including authorized subcontractors. We may replace personnel as necessary in the normal course of business, provided that We will be responsible for the performance of Consulting Services by any reassigned Personnel.

Warranty

We warrant that the Consulting Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the above warranty, Your exclusive remedy and Our entire liability will be Our re-performance of the nonconforming Consulting Services. If We are unable to re-perform the nonconforming Consulting Services as warranted, You will be entitled to recover the fees paid to Us for the deficient Consulting Services. You must make any claim under the foregoing warranty to Us in writing within ninety (90) days of performance of such Consulting Services in order to receive this warranty remedy. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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