Privacy Policy

Effective date: July 27, 2018

American Technologies Management Services, LLC ("us", "we", or "our") operates the https://www.cloudcopartner.com website (hereinafter referred to as the "Service").

This page informs you of our policies regarding the collection, use and disclosure of personal data when you use our Service and the choices you have associated with that data.

We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, the terms used in this Privacy Policy have the same meanings as in our Terms and Conditions, accessible from https://www.cloudcopartner.com

Definitions

Service

Service is the https://www.cloudcopartner.com website operated by American Technologies Management Services, LLC
Personal Data

Personal Data means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).
Usage Data

Usage Data is data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Cookies

Cookies are small files stored on your device (computer or mobile device).
Data Controller

Data Controller means the natural or legal person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal information are, or are to be, processed.

For the purpose of this Privacy Policy, we are a Data Controller of your Personal Data.
Data Processors (or Service Providers)

Data Processor (or Service Provider) means any natural or legal person who processes the data on behalf of the Data Controller.

We may use the services of various Service Providers in order to process your data more effectively.
Data Subject (or User)

Data Subject is any living individual who is using our Service and is the subject of Personal Data.

Information Collection and Use

We collect several different types of information for various purposes to provide and improve our Service to you.

Types of Data Collected

Personal Data

While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you ("Personal Data"). Personally identifiable information may include, but is not limited to:

Email address
First name and last name
Phone number
Address, State, Province, ZIP/Postal code, City
Cookies and Usage Data

We may use your Personal Data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or the instructions provided in any email we send.

Usage Data

We may also collect information on how the Service is accessed and used ("Usage Data"). This Usage Data may include information such as your computer's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

Location Data

We may use and store information about your location if you give us permission to do so (“Location Data”). We use this data to provide features of our Service, to improve and customize our Service.

You can enable or disable location services when you use our Service at any time by way of your device settings.

Tracking & Cookies Data

We use cookies and similar tracking technologies to track the activity on our Service and we hold certain information.

Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Other tracking technologies are also used such as beacons, tags and scripts to collect and track information and to improve and analyze our Service.

You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.

Examples of Cookies we use:

Session Cookies. We use Session Cookies to operate our Service.
Preference Cookies. We use Preference Cookies to remember your preferences and various settings.
Security Cookies. We use Security Cookies for security purposes.

Use of Data

American Technologies Management Services, LLC uses the collected data for various purposes:

To provide and maintain our Service
To notify you about changes to our Service
To allow you to participate in interactive features of our Service when you choose to do so
To provide customer support
To gather analysis or valuable information so that we can improve our Service
To monitor the usage of our Service
To detect, prevent and address technical issues
To provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information

Legal Basis for Processing Personal Data under the General Data Protection Regulation (GDPR)

If you are from the European Economic Area (EEA), American Technologies Management Services, LLC legal basis for collecting and using the personal information described in this Privacy Policy depends on the Personal Data we collect and the specific context in which we collect it.

American Technologies Management Services, LLC may process your Personal Data because:

We need to perform a contract with you
You have given us permission to do so
The processing is in our legitimate interests and it is not overridden by your rights
For payment processing purposes
To comply with the law

Retention of Data

American Technologies Management Services, LLC will retain your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes and enforce our legal agreements and policies.

American Technologies Management Services, LLC will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer periods.

Transfer of Data

Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction.

If you are located outside United States and choose to provide information to us, please note that we transfer the data, including Personal Data, to United States and process it there.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

American Technologies Management Services, LLC will take all the steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.

Disclosure of Data

Business Transaction

If American Technologies Management Services, LLC is involved in a merger, acquisition or asset sale, your Personal Data may be transferred. We will provide notice before your Personal Data is transferred and becomes subject to a different Privacy Policy.

Disclosure for Law Enforcement

Under certain circumstances, American Technologies Management Services, LLC may be required to disclose your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Legal Requirements

American Technologies Management Services, LLC may disclose your Personal Data in the good faith belief that such action is necessary to:

To comply with a legal obligation
To protect and defend the rights or property of American Technologies Management Services, LLC
To prevent or investigate possible wrongdoing in connection with the Service
To protect the personal safety of users of the Service or the public
To protect against legal liability

Security of Data

The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.

Our Policy on "Do Not Track" Signals under the California Online Protection Act (CalOPPA)

We do not support Do Not Track ("DNT"). Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked.

You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.

Your Data Protection Rights under the General Data Protection Regulation (GDPR)

If you are a resident of the European Economic Area (EEA), you have certain data protection rights. American Technologies Management Services, LLC aims to take reasonable steps to allow you to correct, amend, delete or limit the use of your Personal Data.

If you wish to be informed about what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.

In certain circumstances, you have the following data protection rights:

The right to access, update or delete the information we have on you. Whenever made possible, you can access, update or request deletion of your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you.
The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
The right to object. You have the right to object to our processing of your Personal Data.
The right of restriction. You have the right to request that we restrict the processing of your personal information.
The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable and commonly used format.
The right to withdraw consent. You also have the right to withdraw your consent at any time where American Technologies Management Services, LLC relied on your consent to process your personal information.

Please note that we may ask you to verify your identity before responding to such requests.

You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).

Service Providers

We may employ third-party companies and individuals to facilitate our Service ("Service Providers"), provide the Service on our behalf, perform Service-related services or assist us in analyzing how our Service is used.

These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

Analytics

We may use third-party Service Providers to monitor and analyze the use of our Service.

Google Analytics

Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.

You can opt-out of having made your activity on the Service available to Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (ga.js, analytics.js and dc.js) from sharing information with Google Analytics about visits activity.

For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy?hl=en

Behavioral Remarketing

American Technologies Management Services, LLC uses remarketing services to advertise on third-party websites to you after you visited our Service. We and our third-party vendors use cookies to inform, optimize and serve ads based on your past visits to our Service.

Google AdWords

Google AdWords remarketing service is provided by Google Inc.

You can opt-out of Google Analytics for Display Advertising and customize the Google Display Network ads by visiting the Google Ads Settings page: http://www.google.com/settings/ads

Google also recommends installing the Google Analytics Opt-out Browser Add-on - https://tools.google.com/dlpage/gaoptout - for your web browser. Google Analytics Opt-out Browser Add-on provides visitors with the ability to prevent their data from being collected and used by Google Analytics.

For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy?hl=en

Payments

We may provide paid products and/or services within the Service. In that case, we use third-party services for payment processing (e.g. payment processors).

We will not store or collect your payment card details. That information is provided directly to our third-party payment processors whose use of your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, MasterCard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.

The payment processors we work with are:

PayPal or Braintree

Their Privacy Policy can be viewed at https://www.paypal.com/webapps/mpp/ua/privacy-full
Authorize.net

Their Privacy Policy can be viewed at https://www.authorize.net/company/privacy/

Links to Other Sites

Our Service may contain links to other sites that are not operated by us. If you click a third-party link, you will be directed to that third-party's site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party sites or services.

Children's Privacy

Our Service does not address anyone under the age of 18 ("Children").

We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your Child has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.

Changes to This Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.

We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the "effective date" at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, please contact us:

By email: [email protected]

End-User Terms and Conditions

All services or products (“Services”) made available to you (“End-User”) by CloudCo Partner, Inc. (“Provider”) shall be governed by the terms and conditions herein. By activating the Services, End-User acknowledges receiving, reading and understanding this Agreement and accepts the terms and conditions herein. End-User acknowledges that he or she is of legal age (18 years or older) to enter into this Agreement.

TERMS AND CONDITIONS. The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End-User, including, without limitation, purchase orders and specifications. Any additional, different, or conflicting terms and conditions on any such document issued by End-User at any time are hereby objected to by Provider, and any such documents shall be wholly inapplicable to any sale made or service rendered hereunder and shall not be binding in any way on Provider. No waiver or amendment to this contract or these terms and conditions shall be binding on Provider, unless made in writing expressly stating that it is such a waiver or amendment and signed by a duly authorized representative of Provider.
TERM. Unless otherwise indicated, the Service is month-to-month with no term. The term of this Agreement (“Term”) begins on the date that End-User purchases Services and continues monthly for the duration of the service period. At the end of each month, the Term is automatically renewed for the following month unless End-User provides Provider, prior to the end of the current Term, notification of intention to terminate the service. End-User agrees to pay for Services for the duration of the Term. Expiration of the Term does not alleviate End-User of responsibility for paying all unpaid, accrued charges due hereunder.
911 EMERGENCY DIALING. 911 Dialing will be implemented and operational with the Service. Service may not be used in any geographical area different from that reported to Provider as the Customer’s installation site. With E911 service, when you dial 911, your telephone number and registered address is simultaneously sent to the local emergency center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary. By using this Service, you authorize us to disclose your name and address to third-parties involved with providing 911 Dialing to you, including, without limitation, call routers, call centers and local emergency centers.
REGISTRATION OF PHYSICAL LOCATION REQUIRED. For each phone number that you use for the Service, you must register with Provider the physical location where you will be using the Service with that phone number. When you move the Device to another location, you must register your new location. If you do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your old address.
SERVICE LEVEL AGREEMENTS; OUTAGES DUE TO ELECTRICAL, INTERNET OR OTHER GENERAL FAILURES. End-User acknowledges that the Services will not function in the absence of electrical power, access to the Internet or other general failures associated with the VOIP network. End-User acknowledges that the Services will not function if there is an interruption of End-User’s broadband or high-speed Internet access service. All Services are subject to the Service Level Agreements identified in Schedule A.
NON-VOICE SYSTEMS. End-User acknowledges that the Services are not set up to function with out-dialing systems including home security systems, medical monitoring equipment, satellite television systems and some facsimile systems. By consenting to these terms and conditions, End-User waives any claim against Provider for interruption or disruption of such systems by the Services.
EQUIPMENT. In offering the Services, Provider may supply Equipment to End-User. The Provider shall maintain ownership of all provided equipment. End-User shall be required to obtain authorization from Provider to return any Equipment. Provider will replace Equipment only if the Equipment is deemed to be defective and covered under the warranty. Provider will not cover replacement for lost, stolen, mistreated or modified equipment. Equipment returned by End-User that is not covered under warranty may be refused by Provider, and End-User will be responsible to pay return shipping charges.
BILLING, CHARGES AND PAYMENT. Upon purchase of the Service and delivery of the equipment, End-User must provide a valid form of payment (Credit Card or Checking Account routing number) End-User authorizes Provider to charge the End-User for all charges arising from End-User’s use of the Services. End-User agrees to notify Provider of any change to the credit card or checking information including, but not limited to, changes in account number, expiration date or billing address. Provider shall not be responsible for any charges made by the credit card issuer or bank to End-User’s credit card or checking account for exceeding credit limit, insufficient funds or other reasons.
CREDIT TERMS. All Services provided to End-User and covered by the Agreement shall at all times be subjected to credit approval or review by Provider. End-User will provide such credit information or assurance as is requested by Provider at any time. Provider, in its sole discretion and judgment, may discontinue credit at any time without notice.
Provider will send or make available to End-User a monthly on-line invoice for the Services and bill all charges invoiced to End-User’s account to the End-User. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly service fees are paid in advance of each month’s service; toll charges and any other applicable charges are billed at the end of each month’s service. Provider reserves the right to charge the End-User for toll charges at any time if End-User’s cumulative toll charges for the current month exceed [$250.00]. Billing for monthly service fees commences upon purchase of the Services, and the first month’s monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated. Thereafter, billing for monthly phone services will occur in advance of the month the Services are provided, whereas billing for any toll or long-distance charges will occur in arrears.
LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined End-User credit card charges, Provider may suspend or terminate the Services and all accrued charges shall be immediately due. Provider may charge End-User a $25 late fee if payment is not received by the 15th of each month. If End-User fails to pay Provider within [60 days] of billing date, Provider has the right to disconnect the Services without notice and/or send to collection. Upon disconnect, End-User agrees to immediately pay all amounts owed to Provider. Provider reserves the right to charge End-User a $50.00 re-establishment of service fee. Upon disconnect a valid credit or debit card will be required to reinstate service. Prices for the Services do not include any applicable customs duties, sales, use, value added, excise, federal, state, local, public utility or other similar taxes. End-User acknowledges and agrees that the Services are provided “as is, where is.” Credit allowances are under the sole discretion of Provider. From time to time in its sole discretion, Provider may offer promotions or discounts on activation or other fees. Any promotion or discount codes must be entered by End-User upon purchase of the Services. End-User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.
BILLING DISPUTES. End-User must dispute any charges for the Services within thirty (30) days of receipt of the monthly on-line invoice or End-User waives any objection.
TOLLS. If applicable, every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network (“PSTN”) is subject to the then-applicable toll charges that are associated with the respective Plan ordered by End-User. Every call to or from Equipment using the Services that originates or terminates with a SIP service provider that is not affiliated or associated with Provider will also count as PSTN minutes and be subject to the then-applicable toll charges that are associated with the respective Plan ordered by End-User. As applicable, domestic long distance calls are billed in six (6) second increments. As applicable, calls to a phone number outside the United States and Canada to a non-Provider account will be charged at the current rates published on the Provider related website. The duration of each call from the US to international destination is to be calculated in six (6) second increments after a thirty (30) second minimum. As applicable, calls to Mexico are rounded to the minute.
TELEPHONE NUMBER. Telephone numbers provided by Provider (“Number”) to the End-User shall be leased and not sold. End-User is not to use the Number with any other device other than the Equipment without the express written permission of Provider. Provider reserves the right to change, cancel or move the Number at its sole discretion. If, however, the End-User chooses to ‘port’ their existing phone number into the Provider VoIP service, the End-User shall also be able to ‘port’ the number out of the Provider network upon termination of service if the End-User has maintained an account in good standing with Provider.
LOST, STOLEN, ALTERED OR BROKEN. End-User shall not modify the Equipment in any way without the express written permission of Provider. End-User shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, End-User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. End-User shall immediately notify Partner of any lost or stolen Equipment and shall cooperate with Provider in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At Provider’s sole option, failure to report lost or stolen equipment in a timely manner will cause End-User to be responsible for all service fees accrued until the time that Provider is informed of the loss or theft and can affect a termination of the Services.
PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of Provider or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services. End-User understands that neither Provider nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End-User agrees that it will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the network. End-User agrees and represents that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of Provider. Use of service shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with residential or small business usage, unless specifically agreed to otherwise in writing by Provider and End-User.
UNLIMITED MINUTE USAGE PLANS. “Unlimited” usage includes local and long distance calls to the U.S. (Hawaii and Alaska included) and to Canada. Unlimited usage includes up to 5000 minutes. Overage is billed at $0.05 per minute. Studies show that the average customer uses about 1000 minutes per month. Provider reserves the right to review usage of unlimited minute usage plans to ensure that there is no End-User abuse of such plans. End-User agrees to use unlimited minute plans for normal voice calls and will not employ methods or devices to take advantage of unlimited plans by using service excessively or for means not intended by Provider. Provider may terminate service immediately if, in its sole discretion, End-User is abusively using the unlimited minute plan.
CHANGES TO THE AGREEMENT, SERVICES OR PLAN Provider reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan (“Change of Service”). In the event of a Change of Service, Provider will post changes to this agreement listed at https://www.cloudcopartner.com. Notice will be considered received by End-Users and such changes will become binding to End-Users, on the date the changes are posted to the website (“Change Date”), and no additional notice will be required. Provider will post all changes thirty (30) days in advance of the effective date of change, with the exception of international calling rates, which require only 24 hours notice. If End-User does not send Provider notification of its desire to terminate this agreement or uses the Service after the Change Date, End-User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End-User does not consent to the change of service and terminates this agreement, End-User will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee. End-User may request a Plan change at any time, subject to any applicable change of service fee and additional terms and conditions. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge may apply. Provider may decrease prices for the Services or Plans without providing any prior notice to End-User.
TERMINATION. End-User agrees to provide Provider with thirty (30) days notice of termination. End-User shall be responsible for the full monthly service fee for the month during which the notice of termination of service is provided to Provider. Provider reserves the right, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, End-User’s breach of this Agreement, End-User’s failure to pay any sum due hereunder, suspected fraud or other activity by End-User that adversely affects the Services, Provider, Provider’s network or other End-Users’ use of the Services. Provider reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End-User agrees that Provider’s determination is final and binding on End-User. Provider may require an activation fee to change or resume a terminated or suspended account.
PRIVACY. Provider utilizes the public Internet and third party networks to provide voice and video communication services. Accordingly, Provider cannot guarantee the security of voice and video communications of End-User. Provider is committed to respecting End-User’s privacy. Once End-User chooses to provide personally identifiable information, it will only be used in the context of the End-User’s relationship with Provider. Provider will not sell, rent, or lease End-Users’ personally identifiable information to others. Unless required by law or subpoena or if End-User’s prior permission is obtained, Provider will only share the personal data of End-User with business partners that are acting on Provider’s behalf to complete the activities described herein. Such Provider entities and/or national or international business partners are governed by Provider’s privacy policies with respect to the use of this data. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Provider may disclose personally identifiable information.
TECHNICAL SUPPORT. Provider will make available technical support to End-Users via telephone and e-mail for the Services and the Equipment provided. Support for other applications and uses is not provided or implied unless agreed to in writing by Provider and End-User.
BREACH. In the event of End-User’s breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End-User shall reimburse Provider for all attorney, court, collection and other costs incurred by Provider in the enforcement of Provider’s rights hereunder and Provider may keep any deposits or other payments made by End-User
INDEMNIFICATION. End-User agrees to defend, indemnify and hold Provider, its affiliates and its vendors harmless from any claims or damages relating to this Agreement or End- User’s use of the Services.
DISCLAIMER OF CONSEQUENTIAL DAMAGES. In no event shall Provider or its vendors be liable for any special, incidental, indirect, punitive or consequential damages or for any damages, including but not limited to loss of data, loss of revenue or profits, or arising out of or in connection with the use or inability to use services or products provided hereunder whether due to a breach of contract, breach of warranty, the negligence of Provider or its vendors or otherwise.
WARRANTY AND LIABILITY LIMITATIONS. Provider makes no warranties, express or implied, including, but not limited to, and implied warranties of merchantability or fitness for a particular purpose. Neither Provider nor its vendors will be liable for unauthorized access to Provider’s or End-User’s transmission facilities or premise equipment or for unauthorized access to or alteration, theft or destruction of End-User’s data files, programs, procedures or information through accident, fraudulent means or devices, or and other method, regardless of whether such damage occurs as a result of Provider’s or its vendors’ negligence. Any claim against Provider must be made within 90 days of the event of the claim and Provider has no liability thereafter. Provider’s liability is limited to repair, replacement, credit or refund. Provider may elect to provide a refund in lieu of credit, replacement or repair. All warranties cover only defects arising under normal use and do not include malfunctions or failures resulting from misuse, abuse, neglect, alteration, modification, improper installation, or repairs by anyone other than Provider. In no event shall Provider’s total liability hereunder exceed the amounts paid by the End-User to Provider in the prior twelve (12) months from the date of claim.
EXPORT COMPLIANCE. End-User agrees to comply with U. S. Export laws concerning the transmission of technical data and other regulated materials via the Services. End-User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.
PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End-User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End-User by Provider or its vendors.
SOFTWARE COPYRIGHT. Any software used by Provider in connection with the Services and any software provided to End-User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End-User may not copy the software or any portion of it.
SURVIVAL. The provisions of sections 22, 23 and 24 shall survive any termination of the Agreement.
NOTICES. Provider communicates with its End-Users primarily via email. Notices to End-User shall be sent to the email address specified by End-User at the time of registration for the Services or as subsequently specified by End-User (“Email Address”). End-User is responsible for notifying Provider of any Email Address changes. End-User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that End-User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.
FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Provider shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of nature, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Provider that may occur in spite of Provider’s best efforts.
GOVERNING LAW / RESOLUTION OF DISPUTES. Mandatory Arbitration. Any dispute or claim between End-User and Provider arising out of or relating to the Service or Equipment provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules . The arbitrator’s decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial. Arbitration shall be held in Buffalo, New York. Governing Law. The Agreement and the relationship between you and Provider shall be governed by the laws of the State of New York without regard to its conflict of law provisions. End-User and Provider agree to submit to the exclusive jurisdiction of the courts located within the state of Utah for purposes of entering any arbitration award hereunder or for any other litigation hereunder. The failure of Provider to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. End-User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
ENTIRE AGREEMENT. The terms and conditions of this Agreement constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of Provider and End-User.
INTERPRETATION OF AGREEMENT. No provision of this Agreement will be interpreted in favor of End-User or against Provider by reason of the fact that Provider has drafted this Agreement.

Schedule A - Service Level Agreements

A. SERVICE LEVEL AGREEMENT FOR DATA SERVICES:

Service Level - We will use commercially reasonable efforts to ensure that the CloudCo cloud data platform (the “Cloud Platform”) provides Service Availability of at least 99.95% measured over a calendar month, subject to the terms and conditions set out in this Appendix.

"Service Availability" describes the availability of: (a) a cloud instance (where the instance is up and available to the internet); and (b) the hosting environment (being the servers, storage, routers, switches and internet connectivity) under our exclusive control. Service Availability is measured as a percentage of time that the Cloud Platform is operational and contactable from the internet, calculated over a calendar month (based on minutes), excluding any Scheduled Outages.

Service Level Inclusions and Exclusions:

The Service Level applies only to a product(s) released by us for general commercial use and deployment.
The Service Level does not apply to:

(a) any scheduled outages, being any outage windows scheduled by us when maintenance is required to be performed on the Cloud Platform ("Scheduled Outages");
(b) any services running within the cloud instances;
(c) any Beta product (being any product released to the market for testing and feedback);
(d) any outages or downtime initiated or caused by your acts or omissions, any software of configuration issues relating to your software, hardware or services.
(e) any outages caused by factors outside our reasonable control, including force majeure events or general internet access issues.

We have no obligation to meet the Service Level if any undisputed invoice is overdue for payment or if your account is suspended for any reason in accordance with this Agreement.

Outages

We will use commercially reasonable efforts to notify you of any Scheduled Outages at least 5 Business Days prior to the date on which the Schedule Outage is proposed to occur.
If we anticipate that the Services and/or Additional Services will be offline for more than 30 consecutive minutes at any time, we will notify you by posting details on our Website.

Service Credits

If we fail to meet any Service Level ("Service Level Failure"), your sole and exclusive remedy is to request and receive a Service Credit equal to 10% of the monthly fees paid or payable for the Services during the calendar month in which the Service Level Failure occurred, subject to the terms and conditions set out in this Appendix.
To report a Service Level Failure and request a Service Credit, you must email us at: [email protected] within 30 days of the Service Level Failure and provide the following details (a "Service Level Claim"):

(a) your registered email address, contact name and phone number;
(b) details of the date(s) and time(s) of the Service Level Failure; and
(c) details of the outage you experienced.

We will assess your Service Credit Claim within 20 Business Days of receipt of all information required to be provided pursuant to clause 10 of this Appendix.
If we are satisfied that a Service Level Failure occurred in accordance with your Service Level Claim, we will grant your request for a Service Credit and apply the Service Credit to any fees and charges invoiced by us to you within 3 months of the date of your Service Level Claim. We are not obliged to apply the Service Credit to any invoice after this timeframe.
Service Credits issued pursuant to this Agreement apply to outstanding, or future invoices only, and are forfeited upon termination of this Agreement. The Company is not required to issue refunds or to make payments against such credits under any circumstances. Furthermore, Service Credits cannot be transferred or applied to another account and are not redeemable for cash.

SERVICE LEVEL AGREEMENT FOR VOICE SERVICES:

We may from time to time interrupt or otherwise impact Service(s) for routine maintenance. We will make commercially reasonable efforts to provide to you reasonable advance notification (via phone, email or other means) of such maintenance. We will use commercially reasonable efforts to perform such maintenance in a manner that will not unreasonably interrupt Service(s). We normally will perform maintenance between the hours of 12:00 AM and 6:00 AM Eastern. If we determine that emergency maintenance is necessary for any reason, we will make commercially reasonable efforts to notify you with respect to the anticipated down-time and/or other information pertinent to the affected Service(s). You will provide us contact(s) for communications contemplated by this Section 8. You authorize us to monitor and record calls to of from us concerning the Services for our training and quality control purposes.
If you are using Voice Service provided through Cloudco from Bandwidth.com, please refer to: https://www.bandwidth.com/legal/. If you are using Voice Services provided through Cloudco from Twilio: https://www.twilio.com/legal/tos

Reseller Agreement - Commission Based

This Reseller Agreement (the "Agreement") is made and entered by and between CLOUDCO PARTNER, INC., doing business as "CLOUDCO" ("Company'') and you as the Reseller ("Reseller").

RECITALS:

A. Company owns and/or operates systems to provide cloud services, including but not limited to voice and data services to its subscribers ("Services").

B. Company and Reseller desire to enter into a non-exclusive agreement whereby Reseller will market, promote and refer CLOUDCO Services to potential customers under the terms and conditions set forth in this Agreement.

Therefore, in consideration of the promises and the mutual covenants between them, the parties agree as follows:

CLOUDCO RESELLER PROGRAM. Subject to the terms and conditions of this Agreement, Company retains Reseller as a non-exclusive, independent marketer and promoter of Services without limitations of geography, markets, or types of clients to which Reseller desires to market. Company may offer Services nationwide either directly to customers or potential customers, or through sales representatives, promoters or marketers, or any combination thereof. Reseller agrees to use its best efforts to market and promote the Services of the Company. Reseller shall refer "Customers" (as defined below) interested in Company's Services directly to Company in consideration for a Reseller Commission (as described below). For each referral all Services to be provided shall be subject to acceptance by Company in its sole discretion. Company reserves the right to amend its Services at any time and from time to time. Reseller shall have no right, power or authority to represent that Services may be obtained on terms and conditions different than those currently offered by Company (and any modifications thereto). Company shall have no obligation or liability in connection with any services or equipment not purchased through Company, or for any abuse or misuse of any equipment by any party other than Company. Referral for Company's Services must be submitted online via the CLOUDCO Reseller portal.

For purposes of this Agreement, "Customer" shall mean specific end user customers purchasing Services from Company that were initially setup in the online CLOUDCO Reseller portal by Reseller. Only customers that were setup under the Reseller's account on the CLOUDCO online Reseller portal are eligible for Reseller Commissions. Company agrees to pay Reseller Commission to Reseller on eligible commissionable monthly recurring Services for those specific customers listed on the “Customers” section of the Reseller portal.

Company may make available a reasonable amount of pricing brochures, sales literature, online web pages and such other materials (collectively, the "Sales Literature") as may be necessary, proper, or convenient in the Company's sole judgment to assist Reseller under this Agreement. Company will use commercially reasonable efforts to keep Reseller informed of new Services via periodic communication updates. Company may from time to time offer general educational seminars for both new and authorized Resellers, but is under no obligation to do so.
TERM. Subject to the terms and conditions set forth herein, this Agreement shall have a term of one (1) month beginning on the Effective Date. This agreement automatically renews on a monthly basis.

Reseller may terminate this Agreement for any reason upon at least 30 days’ prior written notice to the Company. In addition, this Agreement may be terminated immediately by Company, in its sole discretion, through written notice under any of the following conditions: (1) Reseller's cessation of business, election to dissolve, dissolution, insolvency, failure in business, commission of an act of bankruptcy, receivership, general assignment for the benefit of creditors, or filing, voluntary or involuntary, any petition in bankruptcy or relief under the provisions of the bankruptcy laws, or a receiver, or a liquidator or trustee is appointed with respect to any part of Reseller's assets; (2) Reseller breaches any of the provisions of this Agreement and fails to remedy such breach within ten (10) days after written notification by Company or Company is not satisfied that Reseller's breach has been fully cured or remedied; (3) Reseller or any of its key executive officers is convicted of a crime which could adversely affect, in the Company's sole discretion, the goodwill of Company; (4) Reseller breaches the provisions in this Agreement under ''Trademarks" or any confidentiality agreements with Company; or (5) Reseller makes a material misrepresentation to Company, its customers or any potential customer concerning Company's Services. Neither party shall have any liability to the other for any claims arising out of a termination of this Agreement, including without limitation, for compensation, reimbursement or damages for the loss of profits, sales or goodwill. In the event that Company terminates this Agreement, Company will pay Reseller commissions to Reseller on all orders that became "live" service for the period prior to such termination.
BILLING RELATIONSHIP BETWEEN END-USER CUSTOMERS AND CLOUDCO. The billing relationship shall be directly between the Reseller's Customers and the Company. The Reseller, on behalf of the Customer, shall create and submit all initial orders on the CLOUDCO Reseller Portal. Once an order is formally submitted via Reseller Portal, an email will be sent directly to the Customer as receipt. Additionally, the Customer may purchase additional services offered by Company.

For the purposes of PCI Compliance, the Company does not store any credit or debit card information about the Customers, instead relying on third party secure providers to house this information. Any updates to the preferred payment method on file can be done directly by the Customer on the Company’s Customer portal.
COMMISSIONS. Compensation only applies to sales of Company's commissionable Services, which come about and are a direct result of Reseller's efforts. Company agrees to compensate Reseller as defined in Schedule B attached hereto. Reseller agrees that if it receives commissions for any Service that is subsequently determined to be fraudulent or otherwise uncollectible, then the amount paid to Reseller for the Services shall be deducted from subsequent commissions. Further, Reseller shall be responsible to pay for all Customer Services that are not paid by Customers according to the payment terms. Reseller must properly setup and place an initial order for their Customers under their CLOUDCO Reseller portal in order for compensation to be properly paid. Monthly Reseller Commission reports will be made available to Reseller on the CLOUDCO Reseller portal.

All Reseller commissions shall cease (unless already earned) upon termination of this Agreement: (if) if this Agreement is terminated by Company for any reason, (ii) If this Agreement is terminated by Reseller for any reason, or (iii) upon expiration of this Agreement as set forth herein.
CUSTOMER ORDERS. Reseller shall create a new Customer and submit orders for such specified Services online in the CLOUDCO Reseller portal, or by any other manner as prescribed by Company. It is understood and agreed that no order submitted by Reseller is effective or binding upon Company unless approved and accepted by Company, which may reject any order or portion thereof; however, approval and acceptance shall not be unreasonably withheld. Company may, at its sole discretion, utilize electronic order verification mechanisms to determine the legitimacy of the Customer in an effort to minimize fraudulent transactions which could be detrimental to the Company. Company shall use reasonable commercial efforts as it deems appropriate to provide approved Services promptly, but Company shall in no way be held liable for any actual, special, incidental, consequential or punitive damages for any delay in providing such Services, however caused. Company at is sole discretion, shall have the right to terminate Services to any or all Customers or locations, without notice, for fraud, violation of applicable international, federal, state, or local laws or regulations of any governmental authority. Further, all Services are subject to the Service Level Agreements attached as Schedule A (the “SLA’s”).
TRADEMARKS. Subject to the terms and conditions of this Agreement, Company grants Reseller a non-exclusive, non-transferable, royalty-free, and restricted license to use Company's registered and unregistered trademarks and service marks and Company's trade name (collectively, the "Company's Trademarks"), to the extent necessary in the Company's judgment for Reseller to perform its duties under this Agreement. Reseller acknowledges that the Company's Trademarks and the goodwill related thereto are the exclusive and sole property of Company and agrees that it will not contest the ownership or validity of the Company's Trademarks. Reseller agrees that any and all goodwill arising from its use of the Company's Trademarks shall inure solely to the benefit of Company.
RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION. Upon the termination or expiration of this Agreement, the parties agree that Reseller shall immediately cease using and shall deliver (or return, as applicable) to Company, without retaining copies: (a) any unused sales literature of Company; (b) all lists of subscribers, books, records and other information supplied to, developed or maintained by Reseller pertaining to Company's customers or prospective customers of Company, and otherwise pursuant to its exercise of its rights and performance of its obligations under this Agreement; and (c) all forms, directives, policy manuals and other written information and materials supplied to it by Company pursuant to this Agreement or which contain Company's trademarks or service marks. Furthermore, Reseller shall immediately cease to identify itself as a Reseller for, or other representative of, Company.
LIMITATION OF LIABILITY; NO WARRANTIES; INDEMNIFICATION.

(a)Unless caused by Company’s willful misconduct or gross negligence, Company will not be liable for (i) delays in the installation, commencement or restoration of any Services; (ii) any temporary or permanent cessation of any Services; (iii) errors, malfunctions, delays or defects in the transmission of any Services; (iv) loss or damage occasioned by any Force Majeure Event; and (v) to the fullest extent permitted by applicable law, for injury to or death of any person and/or damage to or loss of any property arising out of or attributable to any Services and/or performance pursuant to this Agreement.

(b)Except due to (i) damages caused by Company’s willful misconduct or gross negligence; (ii) Company’s breach of its obligations pursuant to Section 11 below; and/or (iii) with respect to any indemnification obligation of Company, the aggregate liability of Company hereunder, for any and all causes of action and/or claims, liabilities (including reasonable attorneys’ fees), expenses, damages, costs or losses arising out of or relating to this Agreement, whether based in contract, warranty, negligence or otherwise, including, without limitation, intellectual property infringement, will in no event exceed (i) except as provided in clause (ii) or clause (iii) below, in the aggregate an amount equal to three (3) times the aggregate amount invoiced by Company for Services rendered during the calendar month prior to the calendar month in which the event giving rise to liability occurred, (ii) if the event giving rise to liability relates to 911 / E911 Services, in the aggregate an amount equal to the amount invoiced by Company for such Services rendered during the calendar month prior to the calendar month in which the event giving rise to liability occurred, or (iii) if applicable, the replacement value of any customer premise equipment lost or damaged as a result of Company’s willful misconduct.

(c)EXCEPT DUE TO (I) DAMAGES CAUSED BY A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (I) A PARTY’S BREACH OF ITS OBLIGATIONS PURSUANT TO SECTION 11 BELOW AND/OR (III) WITH RESPECT TO ANY INDEMNIFICATION, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS OR HARM TO BUSINESS AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY RELEASES THE OTHER PARTY, ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS FROM ANY SUCH CLAIM TO THE EXTENT EXCLUDED BY THE FOREGOING EXCLUSION OF NON-DIRECT DAMAGES. WITH RESPECT TO ANY INDEMNIFICATION, THE INDEMNIFYING PARTY ONLY WILL BE LIABLE TO THE OTHER PARTY FOR THE LOSSES INCURRED BY THE INDEMNIFIED PARTY AND SUBJECT TO INDEMNIFICATION. THE PARTIES WAIVE ANY CLAIM THAT THE EXCLUSIONS OR LIMITATIONS OF THIS SECTION 8 DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.

(d)COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET RESELLER ’S REQUIREMENTS OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. COMPANY EXERCISES NO CONTROL OVER, AND HEREBY DISCLAIMS ANY RESPONSIBILITY FOR, THE ACCURACY AND QUALITY OF ANY INFORMATION TRANSMITTED WITH THE USE OF THE SERVICES. RESELLER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR RESELLER ’S OR ITS RESELLER ’S AND/OR END USER’S USE OF THE SERVICES PROVIDED BY COMPANY. COMPANY HAS NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY WHATSOEVER FOR THE ACTIONS OF THIRD-PARTY TELECOMMUNICATIONS SERVICE BANDWIDTHS. RESELLER AND RESELLER’S CUSTOMERS’ ACCESS THE SERVICES AT THEIR OWN RISK. RESELLER HEREBY EXPRESSLY ASSUMES THE RISK OF ITS OR ITS CUSTOMER’S USE OF ANY INFORMATION TRANSMITTED VIA THE SERVICES.

(e)EXCEPT AS OTHERWISE SET FORTH OR PROVIDED UNDER THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

(f)Each party will defend, indemnify and hold the other party, its subsidiaries and affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any and all actual or alleged costs, damages, expenses, losses, and/or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising from any action, claim, suit or proceeding commenced by any third party for damages to any tangible property or bodily injury to or death of any person arising out of or caused by the indemnifying party’s gross negligence or willful misconduct, except for those costs, damages, expenses, losses, and/or liabilities of any kind contributorily caused by any act or omission of the indemnified party or its directors, officers, employees, agents or unless otherwise specified in any applicable Agreement terms. The indemnified party will promptly notify the indemnifying party in writing of any such action, claim, suit or proceeding. The indemnifying party will control the response to any such action, claim, suit or proceeding and the defense thereof, including, without limitation, any agreement relating to the settlement thereof. In addition to the foregoing general indemnity, Reseller will at all times defend, indemnify and hold Company, its subsidiaries and affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from all claims arising out of or due to the utilization by any other person or entity to which Reseller provides any services in connection with or utilizing any Service provided to Reseller pursuant to this Agreement (including, without limitation, any of Reseller’s Customers), including, without limitation, due to (i) the failure of Reseller or any of Reseller’s Customers to comply with any applicable laws; (ii) claims for libel, slander, and/or invasion of privacy; (iii) claims for infringement of copyright and/or trademark; (iv) claims for infringement of patents arising from combining or using services or equipment furnished by Company with services and/or equipment furnished by any other person or entity; and (v) claims arising from any failure, breakdown, interruption or deterioration of service provided by Company to Reseller or by Reseller to Reseller’s customers.
INDEPENDENT CONTRACTOR RELATIONSHIP. With respect to all matters relating to this Agreement, Reseller shall be deemed to be an independent contractor, shall bear its own expenses in connection with this Agreement and shall have no express or implied right or authority to assume or create any obligation on behalf of Company. Nothing stated in this Agreement shall be construed as creating the relationships of employer and employee, franchiser and franchisee, dealership, partnership or joint venture between Company and Reseller. Reseller shall not represent itself or its organization as having any relationship to Company other than, that which is described in this Agreement. Reseller shall not have, nor shall it hold itself out as having, the power to make contracts in the name of, or binding on, nor shall it have the power to pledge credit or extend credit in the name of Company. Company reserves the right but not the obligation to withhold applicable state and federal taxes from the Reseller commissions if required by law to do so.
CUSTOMER INITIAL CONFIGURATION AND RESELLER TECHNICAL SUPPORT RESPONSIBILITIES. Reseller shall be pre-qualified by the Company’s representatives to insure the Reseller is able to properly configure and maintain the Services on Customer devices. It is expected that the Reseller will: (1) be the primary technical support contact with the Customers, (2) handle all setup and initial configuration of the Services, (3) handle all ongoing “Tier 1” front line technical support with the Customer. Company will be responsible for maintaining the proper working operation of its Services and will be responsible for correcting any outages or issues determined to be caused by a problem with the Services in accordance with the SLA’s. In the event of a problem with the Services, the Reseller will have access to “Tier 2” technical support with a Reseller “Tier 2” trouble ticket system for corrective assistance with the Services.
CONFIDENTIALITY. This agreement and its terms, together with the attached Schedule(s) and website portal information, but excluding only such information that may be available to the public on the Company's public website from time to time, is designated as proprietary and confidential information of the Company. Both parties agree that Reseller will not disclose such information, either directly or indirectly, by any means, to any third person(s) without the express written permission of the Company. Reseller agrees and understands that it may be necessary for the Company in the course of providing Services to the Customer, to access, use or disclose Customer information, including, without limitation, pursuant to subpoenas or court orders, and other actions of governmental agencies or entities.
MISCELLANEOUS
- 12.1 FORCE MAJEURE. Neither party shall be responsible for any failure to perform any non-monetary obligation hereunder because of any (i) act of God, (ii) war, riot or civil commotion, (iii) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages or failures (iv) loss of internet due to hacking, worms, virus, DNS failure or by any other means, or (v) other similar force beyond such party's reasonable control.
- 12.2 AMENDMENT. Company reserves the right, in its sole discretion to alter, amend or change this Agreement upon 30 days’ written notice to Reseller. Such amendments may be effectuated via the Company’s Reseller or Customer portals or websites.
- 12.3 APPLICABLE LAW. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties shall be governed in accordance with the laws of the State of New York.
- 12.4 ENTIRE AGREEMENT. This Agreement and all Schedule(s) and portal information sets forth the entire agreement between the parties concerning the subject hereof, and supersedes all prior and contemporaneous written or oral negotiations and agreements between them concerning the subject matter hereof.
- 12.5 WAIVER. The failure of either party at any time to require the performance by the other party of any provision of this Agreement shall not affect in any way the right to require such performance at any later time nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of such provision.
- 12.6 ASSIGNMENT. This Agreement may be freely assigned by the Company to any successor of it or to any other firm or entity capable of performing its obligations hereunder. Neither this Agreement, nor any right or obligation of Reseller shall be transferred, assigned or encumbered (including by operation of law) by Reseller without Company's prior written consent. This consent will not be unreasonably withheld provided that the proposed transferee meets with the Company's approval and provided it agrees to execute the Company's then current form of this Agreement. Any purported transfer, assignment or encumbrance without such consent shall be void. Subject to the restrictions against assignment herein provided, this Agreement shall bind and inure to the benefit of the successors and assigns of the parties hereto.
- 12.7 NOTICE. The parties shall give all notices between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, or (iv) electronic mail to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section. A notice given under this agreement will be effective on the other party's receipt of it, or if mailed, on the earlier of the other party's receipt of it and the third business day after mailing it.
- 12.8 SEVERABILITY. If any provision of this Agreement is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

SCHEDULE B

This Commission Plan will be in effect for all "live" services that occur on or after the Effective Date of the Agreement. Company may change this Commission Plan at any time, in whole or in part via its Reseller portal.

Definitions:

Services - These include Service plans listed in this addendum.
Live - The time at which Services are deemed by Company to be installed and monthly billing begins.
Cancellation - The process of canceling an existing Service.

Commission Period. The commission period for Service Revenue shall start on the first day of each calendar month and end on the last day of the same month.

Commission Payment. Reasonable efforts will be made to pay Recurring Service Revenue Commissions during the first week of the second month following the commission period in which the Service went Live. Services must be Live for at least one month in order to be eligible for commissions. (For example, service is ordered on Feb 15th and installed and deemed "live" on Feb 17th. Commissions will be paid during the first week of April.) Payments will be made by ACH direct bank deposit to the Reseller bank account on file in the CLOUDCO Reseller portal. Any other forms of commission payments other than ACH direct bank deposit must be mutually agreed upon in writing by both parties.

Commission Types. Company offers multiple Services which are sold to Customer at a Company set price. Services sold at a Company set price may be eligible for a percentage based commission. Company also offers Services where Reseller marks up the price for Customer based off a fixed Company cost. Services where the Reseller sets the price may be eligible to Reseller markup minus any applicable management fees and/or taxes.

Recurring Service Revenue Commissions. Reseller shall receive regular ongoing monthly Recurring Service Revenue Commissions, for all "live" services sold by the Reseller. Company reserves the right to not pay Service Revenue Commissions for services not sold directly by Reseller.

Cancellations. In the event of a cancellation of Services by the Customer, the monthly commission payments for that Customer will cease immediately after the final commission is paid for the last month of service (minus any refunds if applicable) during the first week of the second month following the last month of service.

Market Promotions. In general, Company does not offer special pricing to customers on a deal-by-deal basis to secure a sale. There will be occasions, however, when pricing is adjusted for a specific set of customers or when market promotions are offered to all prospects with the goal of increasing sales. Sales secured through such promotions may, at Company discretion, require different commission compensation arrangements. In circumstances that require lower pricing to obtain the sale, Company may work with Reseller to clarify the incentive compensation for the specific sale in advance and obtain the authorization of Reseller in writing to offer such special pricing.

Company reserves the right to change Service Revenue Commission amounts, add new Service Revenue or Non- Recurring Revenue Commission categories, and eliminate Service Revenue or Non-Recurring Revenue Commission categories, at its sole discretion, at any time. Company shall provide a 30-day written notice of changes where practicable.

Reseller Levels. Company will set the Reseller Levels on the CLOUDCO Reseller Portal and will identify Reseller Level Benefits on the CLOUDCO Reseller Portal.

Bonus Programs/Special Incentives. Company reserves the right to offer special incentive programs to promote various services and business practices and will generally focus on customer satisfaction, service revenue, customer retention, and the promotion of value added services.

Charge-Backs. In the event of a charge-back by the Customer, or in any case where the revenue of the Customer has been taken away from the Company, any Reseller commission shall be deducted from future commission payments made by Company to Reseller during the next commission period following the month in which the charge-back occurred.

Refunds. In the event of a refund made to a Customer, any Reseller commission shall be deducted from future commission payments made by Company to Reseller during the next commission period following the month in which the refund occurred. If no further commissions are payable to Reseller, then Reseller shall promptly pay Company for all amounts owed.

Reseller Agreement - Non-Commission Based

This Reseller Agreement (the "Agreement") is made and entered by and between CLOUDCO PARTNER, INC., doing business as "CLOUDCO" ("Company'') and you as the Reseller ("Reseller").

RECITALS:

A. Company owns and/or operates systems to provide cloud services, including but not limited to voice and data services to its subscribers ("Services").

Therefore, in consideration of the promises and the mutual covenants between them, the parties agree as follows:

CLOUDCO RESELLER PROGRAM. Subject to the terms and conditions of this Agreement, Company retains Reseller as a non-exclusive, independent marketer and promoter of Services without limitations of geography, markets, or types of clients to which Reseller desires to market. Company may offer Services nationwide either directly to customers or potential customers, or through sales representatives, promoters or marketers, or any combination thereof. Reseller agrees to use its best efforts to market and promote the Services of the Company. Reseller shall resell the Company’s Services to Reseller’s "Customers" (as defined below) and Reseller is responsible for payment of all Services provided by Company. Company reserves the right to amend its Services at any time and from time to time. Reseller shall have its Customers execute and deliver a Customer end user agreement in the form of Schedule B before providing any Services to the Customers. Reseller shall have no right, power or authority to represent that Services may be obtained on terms and conditions different than those currently offered by Company (and any modifications thereto). Company shall have no obligation or liability in connection with any services or equipment not purchased through Company, or for any abuse or misuse of any equipment by any party other than Company.

For purposes of this Agreement, "Customer" shall mean specific end user customers purchasing Services from Reseller who are setup in the online CLOUDCO Reseller portal by Reseller.

Company may make available a reasonable amount of pricing brochures, sales literature, online web pages and such other materials (collectively, the "Sales Literature") as may be necessary, proper, or convenient in the Company's sole judgment to assist Reseller under this Agreement. Company will use commercially reasonable efforts to keep Reseller informed of new Services via periodic communication updates. Company may from time to time offer general educational seminars for both new and authorized Resellers, but is under no obligation to do so.
TERM. Subject to the terms and conditions set forth herein, this Agreement shall have a term of one (1) month beginning on the Effective Date. This agreement automatically renews on a monthly basis.

Reseller may terminate this Agreement for any reason upon at least 30 days’ prior written notice to the Company. In addition, this Agreement may be terminated immediately by Company, in its sole discretion, through written notice under any of the following conditions: (1) Reseller's cessation of business, election to dissolve, dissolution, insolvency, failure in business, commission of an act of bankruptcy, receivership, general assignment for the benefit of creditors, or filing, voluntary or involuntary, any petition in bankruptcy or relief under the provisions of the bankruptcy laws, or a receiver, or a liquidator or trustee is appointed with respect to any part of Reseller's assets; (2) Reseller breaches any of the provisions of this Agreement and fails to remedy such breach within ten (10) days after written notification by Company or Company is not satisfied that Reseller's breach has been fully cured or remedied; (3) Reseller or any of its key executive officers is convicted of a crime which could adversely affect, in the Company's sole discretion, the goodwill of Company; (4) Reseller breaches the provisions in this Agreement under ''Trademarks" or any confidentiality agreements with Company; or (5) Reseller makes a material misrepresentation to Company, its customers or any potential customer concerning Company's Services. Neither party shall have any liability to the other for any claims arising out of a termination of this Agreement, including without limitation, for compensation, reimbursement or damages for the loss of profits, sales or goodwill. In the event that Company terminates this Agreement, Company will pay Reseller commissions to Reseller on all orders that became "live" service for the period prior to such termination.
BILLING RELATIONSHIP BETWEEN RESELLER AND COMPANY. The billing relationship shall be directly between the Reseller and the Company. The Reseller shall create and submit all Customers’ orders on the CLOUDCO Reseller Portal. Once an order is formally submitted via Reseller Portal, an email will be sent directly to the Customer as receipt. Additionally, the Customer may purchase additional Services offered by Company, but Reseller shall Company for such Services.

Reseller shall pay each Company invoice by electronic funds transfer, ACH or credit card within 10 days of the invoice date.
CUSTOMER ORDERS. Reseller shall create a new Customer and submit orders for such specified Services online in the CLOUDCO Reseller portal, or by any other manner as prescribed by Company. It is understood and agreed that no order submitted by Reseller is effective or binding upon Company unless approved and accepted by Company, which may reject any order or portion thereof; however, approval and acceptance shall not be unreasonably withheld. Company may, at its sole discretion, utilize electronic order verification mechanisms to determine the legitimacy of the Customer in an effort to minimize fraudulent transactions which could be detrimental to the Company. Company shall use reasonable commercial efforts as it deems appropriate to provide approved Services promptly, but Company shall in no way be held liable for any actual, special, incidental, consequential or punitive damages for any delay in providing such Services, however caused. Company at is sole discretion, shall have the right to terminate Services to any or all Customers or locations, without notice, for fraud, violation of applicable international, federal, state, or local laws or regulations of any governmental authority. Further, all Services are subject to the Service Level Agreements attached as Schedule A (the “SLA’s”) and the Customer Agreement attached as Schedule B.
TRADEMARKS. Subject to the terms and conditions of this Agreement, Company grants Reseller a non-exclusive, non-transferable, royalty-free, and restricted license to use Company's registered and unregistered trademarks and service marks and Company's trade name (collectively, the "Company's Trademarks"), to the extent necessary in the Company's judgment for Reseller to perform its duties under this Agreement. Reseller acknowledges that the Company's Trademarks and the goodwill related thereto are the exclusive and sole property of Company and agrees that it will not contest the ownership or validity of the Company's Trademarks. Reseller agrees that any and all goodwill arising from its use of the Company's Trademarks shall inure solely to the benefit of Company.
RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION. Upon the termination or expiration of this Agreement, the parties agree that Reseller shall immediately cease using and shall deliver (or return, as applicable) to Company, without retaining copies: (a) any unused sales literature of Company; (b) all lists of subscribers, books, records and other information supplied to, developed or maintained by Reseller pertaining to Company's customers or prospective customers of Company, and otherwise pursuant to its exercise of its rights and performance of its obligations under this Agreement; and (c) all forms, directives, policy manuals and other written information and materials supplied to it by Company pursuant to this Agreement or which contain Company's trademarks or service marks. Furthermore, Reseller shall immediately cease to identify itself as a Reseller for, or other representative of, Company.
LIMITATION OF LIABILITY; NO WARRANTIES; INDEMNIFICATION.

(a)Unless caused by Company’s willful misconduct or gross negligence, Company will not be liable for (i) delays in the installation, commencement or restoration of any Services; (ii) any temporary or permanent cessation of any Services; (iii) errors, malfunctions, delays or defects in the transmission of any Services; (iv) loss or damage occasioned by any Force Majeure Event; and (v) to the fullest extent permitted by applicable law, for injury to or death of any person and/or damage to or loss of any property arising out of or attributable to any Services and/or performance pursuant to this Agreement.

(b)Except due to (i) damages caused by Company’s willful misconduct or gross negligence; (ii) Company’s breach of its obligations pursuant to Section 11 below; and/or (iii) with respect to any indemnification obligation of Company, the aggregate liability of Company hereunder, for any and all causes of action and/or claims, liabilities (including reasonable attorneys’ fees), expenses, damages, costs or losses arising out of or relating to this Agreement, whether based in contract, warranty, negligence or otherwise, including, without limitation, intellectual property infringement, will in no event exceed (i) except as provided in clause (ii) or clause (iii) below, in the aggregate an amount equal to three (3) times the aggregate amount invoiced by Company for Services rendered during the calendar month prior to the calendar month in which the event giving rise to liability occurred, (ii) if the event giving rise to liability relates to 911 / E911 Services, in the aggregate an amount equal to the amount invoiced by Company for such Services rendered during the calendar month prior to the calendar month in which the event giving rise to liability occurred, or (iii) if applicable, the replacement value of any customer premise equipment lost or damaged as a result of Company’s willful misconduct.

(c)EXCEPT DUE TO (I) DAMAGES CAUSED BY A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (I) A PARTY’S BREACH OF ITS OBLIGATIONS PURSUANT TO SECTION 11 BELOW AND/OR (III) WITH RESPECT TO ANY INDEMNIFICATION, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS OR HARM TO BUSINESS AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY RELEASES THE OTHER PARTY, ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS FROM ANY SUCH CLAIM TO THE EXTENT EXCLUDED BY THE FOREGOING EXCLUSION OF NON-DIRECT DAMAGES. WITH RESPECT TO ANY INDEMNIFICATION, THE INDEMNIFYING PARTY ONLY WILL BE LIABLE TO THE OTHER PARTY FOR THE LOSSES INCURRED BY THE INDEMNIFIED PARTY AND SUBJECT TO INDEMNIFICATION. THE PARTIES WAIVE ANY CLAIM THAT THE EXCLUSIONS OR LIMITATIONS OF THIS SECTION 8 DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.

(d)COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET RESELLER ’S REQUIREMENTS OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. COMPANY EXERCISES NO CONTROL OVER, AND HEREBY DISCLAIMS ANY RESPONSIBILITY FOR, THE ACCURACY AND QUALITY OF ANY INFORMATION TRANSMITTED WITH THE USE OF THE SERVICES. RESELLER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR RESELLER ’S OR ITS RESELLER ’S AND/OR END USER’S USE OF THE SERVICES PROVIDED BY COMPANY. COMPANY HAS NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY WHATSOEVER FOR THE ACTIONS OF THIRD-PARTY TELECOMMUNICATIONS SERVICE BANDWIDTHS. RESELLER AND RESELLER’S CUSTOMERS’ ACCESS THE SERVICES AT THEIR OWN RISK. RESELLER HEREBY EXPRESSLY ASSUMES THE RISK OF ITS OR ITS CUSTOMER’S USE OF ANY INFORMATION TRANSMITTED VIA THE SERVICES.

(e)EXCEPT AS OTHERWISE SET FORTH OR PROVIDED UNDER THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

(f)Each party will defend, indemnify and hold the other party, its subsidiaries and affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any and all actual or alleged costs, damages, expenses, losses, and/or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising from any action, claim, suit or proceeding commenced by any third party for damages to any tangible property or bodily injury to or death of any person arising out of or caused by the indemnifying party’s gross negligence or willful misconduct, except for those costs, damages, expenses, losses, and/or liabilities of any kind contributorily caused by any act or omission of the indemnified party or its directors, officers, employees, agents or unless otherwise specified in any applicable Agreement terms. The indemnified party will promptly notify the indemnifying party in writing of any such action, claim, suit or proceeding. The indemnifying party will control the response to any such action, claim, suit or proceeding and the defense thereof, including, without limitation, any agreement relating to the settlement thereof. In addition to the foregoing general indemnity, Reseller will at all times defend, indemnify and hold Company, its subsidiaries and affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from all claims arising out of or due to the utilization by any other person or entity to which Reseller provides any services in connection with or utilizing any Service provided to Reseller pursuant to this Agreement (including, without limitation, any of Reseller’s Customers), including, without limitation, due to (i) the failure of Reseller or any of Reseller’s Customers to comply with any applicable laws; (ii) claims for libel, slander, and/or invasion of privacy; (iii) claims for infringement of copyright and/or trademark; (iv) claims for infringement of patents arising from combining or using services or equipment furnished by Company with services and/or equipment furnished by any other person or entity; and (v) claims arising from any failure, breakdown, interruption or deterioration of service provided by Company to Reseller or by Reseller to Reseller’s customers.
INDEPENDENT CONTRACTOR RELATIONSHIP. With respect to all matters relating to this Agreement, Reseller shall be deemed to be an independent contractor, shall bear its own expenses in connection with this Agreement and shall have no express or implied right or authority to assume or create any obligation on behalf of Company. Nothing stated in this Agreement shall be construed as creating the relationships of employer and employee, franchiser and franchisee, dealership, partnership or joint venture between Company and Reseller. Reseller shall not represent itself or its organization as having any relationship to Company other than, that which is described in this Agreement. Reseller shall not have, nor shall it hold itself out as having, the power to make contracts in the name of, or binding on, nor shall it have the power to pledge credit or extend credit in the name of Company. Company reserves the right but not the obligation to withhold applicable state and federal taxes from the Reseller commissions if required by law to do so.
CUSTOMER INITIAL CONFIGURATION AND RESELLER TECHNICAL SUPPORT RESPONSIBILITIES. Reseller shall be pre-qualified by the Company’s representatives to insure the Reseller is able to properly configure and maintain the Services on Customer devices. It is expected that the Reseller will: (1) be the primary technical support contact with the Customers, (2) handle all setup and initial configuration of the Services, (3) handle all ongoing “Tier 1” front line technical support with the Customer. Company will be responsible for maintaining the proper working operation of its Services and will be responsible for correcting any outages or issues determined to be caused by a problem with the Services in accordance with the SLA’s. In the event of a problem with the Services, the Reseller will have access to “Tier 2” technical support with a Reseller “Tier 2” trouble ticket system for corrective assistance with the Services
CONFIDENTIALITY. This agreement and its terms, together with the attached Schedule(s) and website portal information, but excluding only such information that may be available to the public on the Company's public website from time to time, is designated as proprietary and confidential information of the Company. Both parties agree that Reseller will not disclose such information, either directly or indirectly, by any means, to any third person(s) without the express written permission of the Company. Reseller agrees and understands that it may be necessary for the Company in the course of providing Services to the Customer, to access, use or disclose Customer information, including, without limitation, pursuant to subpoenas or court orders, and other actions of governmental agencies or entities.
MISCELLANEOUS
- 11.1 FORCE MAJEURE. Neither party shall be responsible for any failure to perform any non-monetary obligation hereunder because of any (i) act of God, (ii) war, riot or civil commotion, (iii) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages or failures (iv) loss of internet due to hacking, worms, virus, DNS failure or by any other means, or (v) other similar force beyond such party's reasonable control.
- 11.2 AMENDMENT. Company reserves the right, in its sole discretion to alter, amend or change this Agreement upon 30 days’ written notice to Reseller. Such amendments may be effectuated via the Company’s Reseller or Customer portals or websites.
- 11.3 APPLICABLE LAW. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties shall be governed in accordance with the laws of the State of New York.
- 11.4 ENTIRE AGREEMENT. This Agreement and all Schedule(s) and portal information sets forth the entire agreement between the parties concerning the subject hereof, and supersedes all prior and contemporaneous written or oral negotiations and agreements between them concerning the subject matter hereof.
- 11.5 WAIVER. The failure of either party at any time to require the performance by the other party of any provision of this Agreement shall not affect in any way the right to require such performance at any later time nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of such provision.
- 11.6 ASSIGNMENT. This Agreement may be freely assigned by the Company to any successor of it or to any other firm or entity capable of performing its obligations hereunder. Neither this Agreement, nor any right or obligation of Reseller shall be transferred, assigned or encumbered (including by operation of law) by Reseller without Company's prior written consent. This consent will not be unreasonably withheld provided that the proposed transferee meets with the Company's approval and provided it agrees to execute the Company's then current form of this Agreement. Any purported transfer, assignment or encumbrance without such consent shall be void. Subject to the restrictions against assignment herein provided, this Agreement shall bind and inure to the benefit of the successors and assigns of the parties hereto.
- 11.7 NOTICE. The parties shall give all notices between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, or (iv) electronic mail to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section. A notice given under this agreement will be effective on the other party's receipt of it, or if mailed, on the earlier of the other party's receipt of it and the third business day after mailing it.
- 11.8 SEVERABILITY. If any provision of this Agreement is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.