Cloud Services Agreement

1 – The CLOUD SOLUTIONS AGREEMENT (full version is located as a PDF DOWNLOAD, down below in this webpage, at: https://www.allithost.com/documents/csa, henceforth called CSA) is a BINDING CONTRACT by and between All IT Host Inc. and you, the CUSTOMER.

2 – This is a summary of that CSA, for facilitate its understanding by both parties.

3 – Both parties entering the CSA warrant they have the LEGAL CAPACITY to do so, in the terms of the CSA.

4 – The CSA terms and provisions include its full version text (available online at the aforementioned address, and all the ANCILLARY DOCUMENTS, in the terms of the CSA.

5 – The CSA, alongside any STATEMENT OF WORK or SERVICE ORDER (henceforth called ORDERS), will be the document governing any relationship between the parties related to UNMANAGED CLOUD SERVICES, in the terms of the CSA.

6 – MANAGED CLOUD SERVICES and I.T. SERVICES shall be governed by this CSA, alongside any ORDERS and also a MANAGED SERVICES ADDENDUM or a I.T. SERVICES ADDENDUM, respectively, in the terms of the CSA.

7 – The CSA may be signed in MULTIPLE COUNTERPARTS, in the terms of the CSA.

8 – As both parties will remain independent parties, no party will have authority to bind the other party to any deal, agreement, or any third-party relationship, without the express written consent of the other party, in the terms of the CSA.

9 – No landlord-tenant, custody, joint venture or partnership relationship of any kind is created by the CSA, as express in the terms of the same CSA.

10 – Parties will have the right to disclaim the relationship governed by the CSA, accordingly to the terms set forth in the CSA.

11 – NOTICES shall be deemed as received when sent, accordingly to the terms set forth in the CSA.

12 – No AMENDMENT to the CSA shall be valid, unless it is in writing and signed by both parties, saved the exceptions, as, for instance, TACIT ACCEPTANCE, as set forth in the CSA.

13 – CUSTOMER may NOT ASSIGN the CSA, without ALLITHOST prior written consent.

14 – ALLITHOST may ASSIGN the CSA, anytime, after sending a thirty (30) day notice to CUSTOMER, in the terms of the CSA.

15 – The CSA will be binding upon and inure to the benefit of all successors and assigns of the parties, in the terms of the CSA.

16 – The CSA TERM will begin upon CUSTOMER acceptance or use of any services, in the terms of the CSA.

17 – The initial term will end after the first service period (three months), and will be automatically renewed for equal periods of time, under the terms of the CSA.

18 – During the initial term, the CUSTOMER CANNOT terminate the CSA without cause, without paying the remaining service fees for that first initial service period, under the terms of the CSA.

19 – After the initial term, termination may be done by the CUSTOMER, anytime, respected the terms set forth in the CSA.

20 – ALLITHOST can terminate or suspend the CSA, with cause or without cause, anytime, respected the terms set forth in the CSA.

21 – During SUSPENSION of any services or of the CSA, systems or services provided to the CUSTOMER, may be placed in QUARANTINE, in the terms set forth in the CSA.

22 – Suspended or terminated services may incur REINSTATEMENT FEES or SECURITY DEPOSITS prior being reactivated, depending on the cause originating the suspension or termination, in the terms set forth in the CSA.

23 – Some of the obligations established for the parties in the CSA, will survive its termination,  accordingly to the terms set forth in the CSA.

24 – Upon definitive termination ALLITHOST will provide free data transition procedures,  accordingly to the terms set forth in the CSA.

25 – ALLITHOST will have no further obligations on regards of CUSTOMER, after the CSA is terminated, except for those set forth in the CSA.

26 – If any conflict arises between the CSA and other documents, the governance order will be as such:

(i)            an addendum signed by both parties;

(ii)           the CSA;

(iii)          the AUP;

(iv)          the Responsibility Matrix, and;

(v)           the Privacy Policy.

27 – This summary is just a shorter version of the CSA and DOES NOT CONSTITUTE a legally binding document PER SE, as such, if there is any conflict between this summary and the CSA, the CSA will always prevail.

28 – Any other conflicts between any documents and the CSA shall be resolved accordingly to the terms set forth in the CSA.

29 – The CLOUD SERVICES may have to be upgraded from time to time, and ALLITHOST will provide a thirty (30) days written advance notice, prior performing any upgrade that disrupts or affect CUSTOMER’s systems, and will follow the upgrade procedures, accordingly to the terms set forth in the CSA.

30 – SUPPORT to the CLOUD SERVICES will be provided accordingly to the terms set forth in the CSA.

31 – ALLITHOST provides the ability for CUSTOMERS to label specific virtualized, or physical, services or systems they use as CRITICAL, accordingly to the terms set forth in the CSA.

32 – Systems and services labeled as CRITICAL will undergo different procedures in response to suspension procedures or incident handling procedures, including, sometimes, exclusion of QUARENTINE, accordingly to the terms set forth in the CSA.

33 – ALLITHOST will not incur in any liability for failure of the CUSTOMER to label a CRITICAL service or system properly, or for any incident arising from its compliance with a CUSTOMER CRITICAL SERVICE or SYSTEM request, accordingly to the terms set forth in the CSA.

34 – Under the terms of the CSA, and of its ANCILLARY DOCUMENT, the SERVICE LEVEL AGREEMENT (henceforth called SLA), ALLITHOST will provide credits for CUSTOMERS for any shortcomings on achieve at least 99.95% Uptime for CUSTOMER allocated services and systems, respected the exclusions set forth in the CSA.

35 – To obtain such credits, CUSTOMER MUST follow, strictly, the procedures set forth in the CSA.

36 – SERVICE CREDITS will be the sole remedy for the unavailability of any SERVICE OR SYSTEM, accordingly to the terms set forth in the CSA.

37 – CUSTOMER shall not tamper with any software provided by ALLITHOST under the purpose of delivering the services and systems, accordingly to the terms set forth in the CSA.

38 – CUSTOMER shall hold the proper licenses and authorizations for all third-party software installed by CUSTOMER in the systems and services, accordingly to the terms set forth in the CSA.

39 – CUSTOMER grants to ALLITHOST a non-exclusive, royalty-free license to install, deploy, use, execute, reproduce, display, perform, store and run any SOFTWARE of which the CUSTOMER holds rights, as necessary for ALLITHOST to provide the systems and services, accordingly to the terms set forth in the CSA.

40 – CUSTOMER agrees to RELEASE, INDEMNIFY, AND HOLD HARMLESS ALLITHOST from and against any claims, demands, actions, liens, rights, subrogated or contribution interests, debts, liabilities, judgments, costs, and attorney’s fees, arising out of, claimed on account of, or in any manner predicated upon the installation, use, and access of any and all software CUSTOMER places, transmit, uses or install on the systems and services allocated by ALLITHOST.

41 – CUSTOMER warrants that CUSTOMER detains all rights over any CONTENT transmitted, seen or used with the systems and services, and that such CONTENT is legal, accordingly to the terms set forth in the CSA.

42 – ALLITHOST may concede to CUSTOMER some SPECIAL AUDITING RIGHTS, accordingly to the terms set forth in the CSA.

43 – To obtain such rights, CUSTOMER MUST follow the procedures set forth in the CSA.

44 – Backups shall be governed by the terms set forth in the CSA.

45 – CUSTOMER agrees to pay the fees and charges accordingly to the terms set forth in the CSA.

46 – Fees for a particular service or system will begin to accrue, immediately, in the moment when it is associated with CUSTOMER’s account, accordingly to the terms set forth in the CSA.

47 – Fees shall be governed by the terms set forth in the CSA.

48 – Fee disputes shall be governed by the terms set forth in the CSA.

49 – No fee credits will be paid as a refund, but instead will be applied as discounts over any future fees to be charged for the use of the services and systems, accordingly to the terms set forth in the CSA.

50 – Credit Card billing shall be governed by the terms set forth in the CSA.

51 – Invoice billing shall be governed by the terms set forth in the CSA.

52 – CUSTOMER agrees to pay all fees and surcharges on regards of overdue fees, accordingly to the terms set forth in the CSA.

51 – ALLITHOST will strive to govern its FEE INCREASES by a FEE INCREASE CAP, based in the variation of the PRODUCER PRICE INDEX for FINISHED GOODS, accordingly to the terms set forth in the CSA.

52 – CUSTOMER may earn discounts based on such FEE INCREASE CAP, accordingly to the terms set forth in the CSA.

53 – Discount request procedures shall be governed by the terms set forth in the CSA.

54 – CUSTOMER is responsible to pay all taxes or other third-party claimed debts accrued by CUSTOMER when using CUSTOMER’s products in the services or systems.

55 – CUSTOMER releases, indemnifies and hold harmless ALLITHOST from any claims, actions, liens or any other liabilities on regards of CUSTOMER owed taxes or third-party claims, accordingly to the terms set forth in the CSA.

56 – ALL ALLITHOST PRODUCTS 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.

57 – CUSTOMER understands that is no warranty of suitability for any service or system, or that those systems and services will be error-free, uninterrupted, or completely secure, unless specifically established in written by ALLITHOST, accordingly to the terms set forth in the CSA.

58 – CUSTOMER understands that the services and systems are not recommended for use in HIGH-RISK activities, unless specifically established in written by ALLITHOST, accordingly to the terms set forth in the CSA.

59 – Events understood as FORCE MAJEURE shall be handled accordingly to the terms set forth in the CSA.

60 – Parties agree to follow all NON DISCLOSURE AND CONFIDENTIALITY RULES AND PRINCIPLES set forth in the CSA.

61 – INTELLECTUAL PROPERTY matters shall be handled accordingly to the terms set forth in the CSA.

62 – INFORMATION AND DATA PRIVACY matters shall be handled accordingly to the terms set forth in the CSA, and on the PRIVACY POLICY.

63 – INFORMATION AND DATA SAFETY, especially on regards of PII (Personal Identifiable Information), PHI (Personal Healthcare Information) and European Union, Canadian and other laws and regulations compliance, shall be handled accordingly to the terms set forth in the CSA, the PRIVACY POLICY, and on the SECURITY POLICY.

64 – CUSTOMER represents and warrants that the services and systems will not be accessed, downloaded, used, exported or re-exported, directly or indirectly, to any location, entity, government or person prohibited or restricted by the applicable laws or regulations of any jurisdiction, international, regional or local including the U.S., without prior authorization from all such relevant government and/or international or regional organization authorities.

65 – CUSTOMER will indemnify, defend and hold harmless ALLITHOST and its employees, agents, shareholders, officers, directors, successors and assigns, 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 ALLITHOST arising out of the relationship established by the CSA, and, specifically, from any issue originating from the events described in the CSA.

66 – Any damage that ALLITHOST may be forced to pay is limited to the greater of:

(i)            THE TOTAL AMOUNT YOU ACTUALLY PAID TO US FOR THE CLOUD SERVICES DURING THE SERVICE PERIOD IMMEDIATELY PRECEDING THE MONTH THE FIRST EVENT GIVING RISE TO YOUR CLAIM(S) OCCURRED, OR;

(ii)           FIVE HUNDRED US Dollars ($500.00).

67 – If any provision, covenant, or condition of the CSA is held invalid or unenforceable, through a valid legal decision, such provision may be rewritten only to the extent necessary to enforce the modification determined by that given legal decision, on order for that provision to keep its capacity to be enforced to the maximum extent allowed by law.

68 – If any provision, covenant, or condition of the CSA is held invalid or unenforceable, the rest of the CSA will remain in full force and effect, as it is, and in no way will be affected or invalidated.

69 – No waiver of any provision of the CSA will be effective unless given in writing and signed by the waiving party.

70 – No delay or failure to exercise or enforce any right or remedy established in the CSA will constitute a waiver of that right or remedy, unless provided otherwise in the CSA.

71 – 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, nor limit a party right to enforce such provision at a later time, unless provided otherwise in the CSA.

72 – The CSA not be governed or influenced by the UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.

73 – The laws of the State of Florida, without reference to its choice of law principles, govern the CSA and any claims arising out of or relating to the CSA or the relationship set forth by it.

74 – Any dispute arising from the CSA will be resolved through binding arbitration, in the terms set forth in the CSA.