CloudAndMetal WEBSITE TERMS OF USE

Welcome to the cloudandmetal’ website. By accessing, browsing or using our websites, you are agreeing to comply with and be bound by the following Terms of Use (the “Terms”) and all terms and conditions incorporated by reference. Please review these Terms carefully before using the website and information provided by US, Inc., its subsidiaries and affiliates (hereinafter, “cloudandmetal”). IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE OUR WEBSITES.

cloudandmetal may, without notice to you, at any time amend these Terms and any other information contained on this website. The latest Terms will be posted on our websites, and you should review the Terms prior to using the website. Your continued use of the websites after any changes to these Terms are posted will be considered acceptance of those changes.

SCOPE OF TERMS

These Terms apply to the cloudandmetal websites located at www.cloudandmetal.com and all cloudandmetal owned and/or operated websites that are linked to www.cloudandmetal.com by cloudandmetal and its subsidiaries, including cloudandmetal websites around the world and secure areas of the websites (the “cloudandmetal Websites”). These Terms also apply to any and all online resources, materials, download areas, tools and interactive venues provided on the cloudandmetal Websites, including without limitation, blogs, community forums, chat rooms, discussion sites, knowledge centers, service offerings information (hereinafter, “Online Mediums”), both now and in the future.cloudandmetal may also publish medium-specific terms of use in which event, these Terms shall remain in full force and effect to the extent that the Terms do not conflict with the medium-specific terms of use.

TABLE OF CONTENT

OWNERSHIP OF CONTENT

TRADEMARKS

YOUR USE OF THE WEBSITES

OTHER TERMS AND CONDITIONS

LINKING TO cloudandmetal WEBSITES

LINKS TO THIRD PARTY WEBSITES

FORWARD LOOKING STATEMENT

DISCLAIMER OF WARRANTIES

LIMITATION OF LIABILITY

INDEMNIFICATION

OWNERSHIP OF CONTENT

The cloudandmetal Websites; their past, present and future versions; all pages found within the cloudandmetal Websites; the material and information on the cloudandmetal Websites; all graphics, text, images, audio, videos, webinars, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any and all copyrightable material (including source and object code) and all other materials, including without limitations the design, structure, “look and feel” and arrangement of such content contained on the cloudandmetal Websites (hereinafter, the “Content”); trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, whether registered or not are owned, controlled or licensed by or to cloudandmetal, and are protected by intellectual property laws (the “Intellectual Property laws”), including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and unfair competition laws. In using the cloudandmetal Websites or the Content, you acknowledge and agree to abide by all applicable Intellectual Property laws, as well as any specific notices contained on the Websites. All rights not expressly granted are reserved.

The cloudandmetal Websites and the Content may not be copied, reproduced, modified, adapted, translated, transmitted, displayed, published, posted, resold, or otherwise distributed in any way, without cloudandmetal’s express prior written authorization. You are granted permission to display on your computer, print and download the Content on this Website solely for your own personal, non-commercial and educational use. You must retain copyright and other notices on any copies of the Content you make. Certain Content and documents available on this Website are open source Content and documents subject to the applicable open source license and are so marked. Your use of those materials is governed by the individual applicable license. Unauthorized use of the cloudandmetal Websites or the Content contained on or available through the cloudandmetal Websites or any linked websites may violate applicable Intellectual Property laws or other laws.

The cloudandmetal Websites, Online Mediums and Content may contain user or third party submitted content, such as feedback and suggestions, post or submissions and other materials (hereinafter, the “Submissions”) intended for review by general public, or by members of any public or private community. cloudandmetal does not claim ownership of the third party submitted content and shall have no obligation or liability of any kind, including without limitation errors, omissions, or damages, with respect to Submissions. Submissions are not reviewed, approved or endorsed by cloudandmetal and are provided solely for convenience to cloudandmetal customers and users. cloudandmetal reserves the right to monitor, restrict access to, edit or remove any Content available via the Online Mediums.

Copyrights Infringement Complaints. You may not use the cloudandmetal Websites, Content or Online Mediums for any purpose or in any manner that infringes the rights of any third parties. cloudandmetal encourages you to report any content on the cloudandmetal Websites that you believe infringes your copyright. If you would like to submit a Copyright Infringement Complaint, click here.

TRADEMARKS

The trademarks, service marks, logos, slogans and domain names (“Marks”) referenced on the cloudandmetal Websites are either common-law service marks, trademarks or registered service marks or trademarks of cloudandmetal US, Inc. or its subsidiaries and are protected by trademark laws in the United States and other countries, and international laws and treaties. Other names of actual companies and products mentioned on the cloudandmetal Websites may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement or association with cloudandmetal. Nothing contained on the cloudandmetal Websites should be construed as granting, by implication or otherwise, any license or right to use any Marks displayed on the cloudandmetal Websites. You are not permitted to use any Marks displayed on the Websites, metatags or any other “hidden text” utilizing Marks of cloudandmetal and its licensors, without prior written permission of cloudandmetal or such third party who may own the Mark.

For information on use of cloudandmetal trademarks, click here.

YOUR USE OF THE WEBSITES

Privacy Statement. cloudandmetal Privacy Statement, as it may change from time to time, applies to collection and use of your information and is made a part of these Terms by this reference.

Password Protected Areas. Access to and use of password protected areas of the cloudandmetal Websites is restricted to authorized users only. You agree that you: (i) will provide current, complete and accurate identification, contact and other information about you as you may be prompted by the registration process on the cloudandmetal Websites; (ii) are responsible to maintain, keep current and update any registration data and other information you provide to cloudandmetal; (iii) are entirely responsible for maintaining the security of your password, identification and account and for any and all activity that occurs under your account; and (iv) will notify cloudandmetal immediately of any unauthorized access or use of your account or password or any other breach of security. You understand that any person with your password will be able to access your account and any registration data, including, without limitation access to your servers and applications accessible through your account. You accept sole risk of unauthorized access to your account. cloudandmetal will not be liable to you for any loss you may incur as a result of someone else using your password or account with or without your knowledge. You may be held liable for losses incurred by cloudandmetal or any other user or visitor to the cloudandmetal Websites due to someone else using your password or account. You may not use anyone else’s account at any time, without the permission of the account holder.

Content you Submit. cloudandmetal appreciates hearing from you. Blogs, community forums, chat rooms and other discussion sites may be made available to our customers and users. You acknowledge and agree, that as to any content you, as a user, may submit via the Online Mediums become public information and it shall be deemed to be provided on a non-confidential basis, except for resumes submitted solely for consideration for employment with cloudandmetal which may be shared with cloudandmetal on a “need to know” basis. You should always use caution when submitting personal identifiable information about yourself or third parties in any Online Mediums. cloudandmetal is free to use or disseminate such contributed content on an unrestricted basis for any purpose, and you grant cloudandmetal an irrevocable, worldwide, perpetual, royalty-free license to use, reproduce, modify, adapt, incorporate, transmit, display, publish, post, resell and otherwise distribute such Submission and contributed content (including, without limitation, creative ideas, suggestions, materials, names, voices, likeness and other personal identifiable information contained in your Submission) in any form and media now known or which shall become known in the future for any purposes whatsoever, including without limitation, using such information, ideas, inventions and creative ideas for development, marketing and promotional purposes, without any notice or compensation to you.

cloudandmetal is under no obligation to use the contributed content and your Submissions and may remove any such content or Submission at any time at its sole discretion. cloudandmetal reserves the right to terminate your access to Online Mediums at any time, without notice, for any reason whatsoever.

You represent and warrant that you own or otherwise have permission to submit any such materials and grant cloudandmetal the rights described herein.

No unlawful or Prohibited Use. You agree not to upload, post or otherwise transmit via the Online Mediums any content that: (i) is misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libelous, racially, ethnically, religiously or otherwise objectionable; (ii) constitutes unauthorized disclosure of personal or confidential information; (iii) infringes any patent, trademark, trade secret, publicity right, privacy right, copyright or other intellectual property or any rights of any party; (iv) contains viruses, Trojan horses, Worms, corrupted files or code, files and programs designed to impede or destroy the functionality of any computer software or hardware; spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information.

You also agree not to use the cloudandmetal Websites or Online Mediums to: (i) impersonate an employee or a representative of cloudandmetal, its divisions and subsidiaries; (ii) misrepresent your identity or affiliation with a person or entity; (iii) send bulk mail, spam, “chain letters” and other unsolicited and unauthorized communication; (iv) attempt to gain unauthorized access to any portion or feature of the cloudandmetal Websites or any other system or networks connected to the cloudandmetal Website or any other services offered through the cloudandmetal Websites, and/or other accounts not belonging to you, or violate security of any portion of the cloudandmetal Websites, by hacking, password mining or any other means; (v) obtain or attempt to obtain any information, materials or documents not purposely made available through the cloudandmetal Website or Online Mediums through any means; (vi) attempt to interfere with the proper working of the cloudandmetal Websites or any transaction being conducted on the cloudandmetal Websites or to restrict or inhibit any other user from accessing or using the cloudandmetal Websites, by means of hacking or defacing any portion of the cloudandmetal Websites; (vii) violate any applicable local, state, national or international law, including without limitation regulations by the U.S. Securities and Exchange Commission, and the Office of Foreign Assets Control.

OTHER TERMS AND CONDITIONS

Your Purchase of Services and Services Availability. Specific terms and conditions apply to your purchase of services from cloudandmetal and to specific portions or features of the cloudandmetal Websites. cloudandmetal’s obligations with regards to its services offered on the cloudandmetal Websites are governed solely by such terms and conditions and nothing contained on the cloudandmetal Websites or in these Terms shall be construed to alter services specific terms and conditions. The materials on the Websites with respect to services may be outdated and cloudandmetal makes no commitment to update such material. Not all services mentioned in these materials will be available in your country and such references do not imply that cloudandmetal will make available such services in your country. Please consult your local Racker for information regarding the availability of particular services offering in your country.

Promotions. The Websites may contain or offer sweepstakes, contests, promotions or other similar features, which may be subject to a separate set of rules that describe the contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements in connection with the applicable contest or promotion.

LINKING TO cloudandmetal WEBSITES

We greatly appreciate your efforts in letting your clients know about us. You may link to the cloudandmetal Websites by using a text link and linking to cloudandmetal Websites homepage. Linking directly to any other webpage or content within the cloudandmetal Websites is prohibited without cloudandmetal prior written permission. cloudandmetal only consents to links in which the link and the pages that are activated by the link do not: (i) duplicate the website content; (ii) frame or create any other border around the website content or any pages on the Websites or use other techniques that alter in any way the visual presentation or appearance of any content within the cloudandmetal Websites; (iii) misrepresent your relationship with cloudandmetal or otherwise create a false affiliation, connection or association with cloudandmetal; (iv) imply that cloudandmetal approves or endorses you, your website, or your services or product offerings; (v) present false or misleading impression about cloudandmetal or otherwise damage the goodwill associated with the cloudandmetal name or trademarks; (v) use cloudandmetal trademarks in page text, metatags and/or hidden text for purpose of gaining higher rankings from search engines; (vi) utilize cloudandmetal name, trademarks, service marks, colors, logos or any other brand features of cloudandmetal, nor your relationship with cloudandmetal for purposes of or in any manner which intentionally gives rise to advertising or publicity without cloudandmetal prior written permission. As a further condition to being permitted to link to the cloudandmetal Websites, you agree that cloudandmetal may at any time, in its sole discretion, terminate permission to link to the cloudandmetal Websites. In such event, you agree to immediately remove all links to the cloudandmetal Websites and to cease using any cloudandmetal trademark. cloudandmetal reserves the right to disable any unauthorized links or frames and disclaims any responsibility for the content available on any other website reached by links to or from the cloudandmetal websites.

Except for the link logos as provided by cloudandmetal, you may not use the cloudandmetal corporate logo or any other brand feature to link to cloudandmetal. For information on use of cloudandmetal trademarks, click here.

LINKS TO THIRD PARTY WEBSITES

The cloudandmetal Websites may contain links and references to non-cloudandmetal websites and resources (“Linked Websites”) and are provided for convenience only. If you decide to leave cloudandmetal Websites and access Linked Websites, you do so at your own risk and cloudandmetal will have no liability arising out of or related to such Linked Websites and/or their content or any damages or loss caused or alleged to be caused by or in connection of any purchase or use of any such content, goods or services available on or through any such Linked Website. cloudandmetal has not reviewed the Linked Websites and we are not responsible for the content, accuracy or opinions expressed on these websites. Inclusion of these links on our Websites does not apply approval or endorsement by cloudandmetal of the Linked Websites, their entities or products and services. Please understand that the Linked Websites, even if they contain cloudandmetal logo, are independent websites, and cloudandmetal does not control the content on that Linked Website. Additionally, cloudandmetal is not a party to or responsible for any transaction you may enter into with any such third party, even if you learn of such third party from cloudandmetal, by way of reference or link provided on the cloudandmetal Websites.

FORWARD-LOOKING STATEMENTS

All statements on the cloudandmetal Websites other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business; any statements about operational improvements or third party data that may suggest trends for our business or industry; any statements of the plans, strategies, and objectives of cloudandmetal for future operations or service offerings; any statements of expectation or belief regarding future events, potential markets or market size; technology developments; and any statements of assumptions underlying any of the items mentioned. Risks, uncertainties and assumptions include the possibility that expected benefits from our operational improvements or service offerings may not materialize. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties that involve risks, many of which are beyond our control and not guarantees of future performance. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of cloudandmetal could differ materially from our current expectations as a result of many factors, including but not limited to: the unpredictable nature of our rapidly evolving market and quarterly fluctuations in our business; the effects of competition; and any adverse changes in our indirect channel relationships. These and other risks and uncertainties associated with our business are described in our quarterly and annual reports filed with the Securities and Exchange Commission at www.edgar.gov. Except as required by law, cloudandmetal assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

DISCLAIMER OF WARRANTIES

Your use of and access to the cloudandmetal Websites, Online Mediums and Content posted by cloudandmetal, its divisions, subsidiaries or user generated content posted by third parties is at your sole risk. The Websites, Online Mediums and Content are provided for informational purposes only on an “AS IS” and “AS AVAILBALE” basis without any express or implied warranty of any kind, including warranties of merchantability, non-infringement, or fitness for any particular purpose. cloudandmetal makes no representations, warranties or guarantees as to the quality, suitability, truth, accuracy or completeness of the Content. cloudandmetal further makes no representations, warranties or guarantees that the quality and reliability of any information, and hosting services obtained from the Website, Online Mediums and/or Content will meet your expectations and requirements, be virus-free, or perform error- and damage-free. You assume all risk and responsibility for any loss or damage whatsoever to your computer system, data and business arising out of your use of the Website, Online Mediums and/or Content.

LIMITATION OF LIABILITY

You expressly understand and agree that cloudandmetal and any contributor to the user generated content via Online Mediums (“cloudandmetal Licensors”) SHALL NOT BE LIABLE to you for:

1) any loss or damage which you may incur, including without limitation as a result of any reliance placed by you on the accuracy, completeness or suitability of the Content, or any changes cloudandmetal and cloudandmetal Licensors may make to the Websites, Online Mediums and Content, or any temporary interruption or permanent cessation in the provision of the Online Mediums and Content, or, if applicable, your failure to safeguard your account details or passwords.

2) to the full extent permitted by law, cloudandmetal and cloudandmetal Licensors are not liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages arising out of or in connection with your use of or related to the Websites, Online Mediums and Content (including without limitation for loss of or damage to business, revenues, goodwill or data) even if cloudandmetal and cloudandmetal Licensors had previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract, negligence or other tortuous action.

3) Since some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, portions of the above limitation or exclusion may not apply to you.

INDEMNIFICATION

You agree to indemnify and hold cloudandmetal, its subsidiaries, affiliates, shareholders, officers, directors, agents, employees and representative and cloudandmetal Licensors, their subsidiaries, affiliates, shareholders, officers, directors, agents, employees and representatives harmless from any claims and demands, including reasonable attorneys’ fees, made by any third party arising from or relating to: (i) your use of and access to the Websites, Online Mediums and Content; (ii) content you submit, post, transmit or otherwise make available via the Website and Online Mediums; (iii) your violation of these Terms or Website specific Terms and Conditions. This indemnification obligation will survive the termination of your cloudandmetal account or these Terms.

GENERAL

The Terms constitute the entire agreement between you and cloudandmetal relating to your use of and accessing to the cloudandmetal Websites and Online Mediums and Content. You may also be subject to Online Medium or Content specific terms of use. Texas law and U.S. federal law shall govern any action related to the Terms and your use of the Online Mediums and Content, without regard to the choice of law rules. In any dispute between you and cloudandmetal, you agree to submit to personal and exclusive jurisdiction of the courts located in Bexar County, Texas, United States. In the event of any violations of the Terms, cloudandmetal reserves the right to disable your access to the Online Mediums and Content and seek all remedies available by law and in equity.

Thank you for reading through these Terms and now, enjoy our Websites.

INTERNATIONAL cloudandmetal WEBSITE TERMS OF USE

Welcome to this cloudandmetal website. By accessing, browsing or using this website and all cloudandmetal owned and/or operated websites-, (the “cloudandmetal Websites”), you are agreeing to comply with and be bound by the following Terms of Use (the “Terms”) and all terms and conditions incorporated by reference. Please review these Terms carefully before using the cloudandmetal Websites. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE THE cloudandmetal WEBSITES.

cloudandmetal may, without notice to you, at any time amend these Terms and any other information contained on the cloudandmetal Websites. Your continued use of the cloudandmetal Websites after any changes to these Terms have been posted will be considered your acceptance of those changes.

You agree that your use of the cloudandmetal Websites is on behalf of your company or another legal entity and you hereby represent and warrant that you are not a consumer.

SCOPE OF TERMS

These Terms apply to cloudandmetal Websites and to any secure areas of those websites. These Terms also apply to any and all online resources, materials, download areas, tools and interactive venues provided on the cloudandmetal Websites, including without limitation, blogs, community forums, chat rooms, discussion sites, service offerings information (hereinafter, “Online Mediums”), both now and in the future. cloudandmetal may also publish medium-specific terms of use, in which event these Terms shall remain in full force and effect to the extent that the Terms do not conflict with the medium-specific terms of use.

TABLE OF CONTENT

Ownership of Content

Trade Marks

Your Use of the cloudandmetal Websites

Other Terms and Conditions

Linking to cloudandmetal Websites

Links to Third Party Websites

Forward-Looking Statement

Disclaimer of Warranties

Limitation of Liability

Indemnification

General

OWNERSHIP OF CONTENT

The cloudandmetal Websites; their past, present and future versions; all pages found within the cloudandmetal Websites; the material and information on the cloudandmetal Websites; all graphics, text, images, audio, videos, webinars, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any and all copyrightable material (including source and object code) and all other materials, including without limitation the design, structure, “look and feel” and arrangement of such content contained on the cloudandmetal Websites (hereinafter, the “Content”); trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, whether registered or not are owned, controlled or licensed by or to cloudandmetal, and are protected by intellectual property laws (the “Intellectual Property laws”), including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and unfair competition laws. In using the cloudandmetal Websites or the Content, you acknowledge and agree to abide by all applicable Intellectual Property laws, as well as any specific notices contained on the cloudandmetal Websites. All rights not expressly granted are reserved.

The cloudandmetal Websites and the Content may not be copied, reproduced, modified, adapted, translated, transmitted, displayed, published, posted, resold, or otherwise distributed in any way, without cloudandmetal’s express prior written authorisation. You are granted permission to display on your computer, print and download the Content on the cloudandmetal Websites solely for your own personal, non-commercial and educational use. You must retain copyright and other notices on any copies of the Content you make. Certain Content and documents available on the cloudandmetal Websites are open source Content and documents subject to the applicable open source licence and are so marked. Your use of those materials is governed by the individual applicable licence. Unauthorised use of the cloudandmetal Websites or the Content contained on or available through the cloudandmetal Websites or any linked websites may violate applicable Intellectual Property laws or other laws.

The cloudandmetal Websites, Online Mediums and Content may contain user or third party submitted content, such as feedback and suggestions, posts or submissions and other materials (hereinafter, the “Submissions”) intended for review by the general public, or by members of any public or private community. cloudandmetal does not claim ownership of the Submissions and to the full extent permitted by law shall have no obligation or liability of any kind, including without limitation errors, omissions, or damages, with respect to Submissions. Submissions are not reviewed, approved or endorsed by cloudandmetal and are provided solely for convenience to cloudandmetal customers and users. cloudandmetal reserves the right to monitor, restrict access to, edit or remove any Content available via the Online Mediums.

Notice and takedown of material. cloudandmetal encourages you to report material that you believe warrants removal from the cloudandmetal Websites, Online Mediums and Content based on applicable laws. If you would like to report such material for removal, please click here. If you believe that any of the material on the cloudandmetal Websites infringes your copyright, please click here to submit a Copyright Infringement notice. Following cloudandmetal’s receipt of your report of material that you believe warrants removal or Copyright Infringement notice, as applicable, cloudandmetal will contact you as quickly as possible. cloudandmetal may request you provide additional information as necessary to investigate your specific report of material that you believe warrants removal and/or Copyright Infringement complaint.

cloudandmetal retains copyright and/or applicable rights to all text and graphic images supplied on cloudandmetal Websites.

You may print and download the information on cloudandmetal Websites for your own personal, non-commercial and educational use. Unless permitted by mandatory rules of law, you may not distribute any text or graphics featured on cloudandmetal Websites to others without the express written permission of cloudandmetal, “mirror” this information on your own site without written permission from cloudandmetal, or modify or re-use in any way the text or graphics on this site.

You may not use the cloudandmetal Websites, Content or Online Mediums for any purpose or in any manner that infringes the rights of any third parties.

TRADEMARKS

The trademarks, service marks, logos, slogans and domain names (“Marks”) referenced on the cloudandmetal Websites are either common-law trademarks or registered trademarks of cloudandmetal US, Inc. or its subsidiaries and are protected by trade mark and other laws in the United States, the European Union and other countries, and international laws and treaties.

Use of cloudandmetal trademarks is prohibited unless expressly authorised by cloudandmetal. You are not permitted to use any Marks displayed on the cloudandmetal Websites, metatags or any other “hidden text” utilising Marks of cloudandmetal and its licensors, without the prior written permission of cloudandmetal or such third party who may own the Mark. Without the express prior written consent of cloudandmetal US, Inc., no cloudandmetal Mark may be used in a manner that implies an affiliation with, approval by, endorsement of or sponsorship by cloudandmetal.

All Marks remain the sole property of their respective holders. You may print copies or download copies of the information on this site for your own personal, non-commercial and educational use.

You may not distribute any text or graphics herein to others without the express written permission of cloudandmetal, “mirror” this information on your own site without permission from cloudandmetal, or modify or re-use in any way the text or graphics on this site.

The names of actual companies and products mentioned on the cloudandmetal Websites may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement or association with cloudandmetal. Nothing contained on the cloudandmetal Websites should be construed as granting, by implication or otherwise, any licence or right to use any Marks displayed on the cloudandmetal Websites.

Trademark guidelines and a list of cloudandmetal trademarks and service marks can be found here: www.cloudandmetal.com/information/legal/tmlist.

Logo Requests. cloudandmetal customers wishing to use the “Powered By cloudandmetal” logo or the “Powered By GreenSpace” logo must visit the following URL: www.cloudandmetal.com/forms/logorequest.php and fill out our logo request form.

cloudandmetal channel partners may use the channel partner tier logo as specified in their agreement with cloudandmetal and according to specific guidelines and other partner program resources provided to channel partners.

YOUR USE OF THE cloudandmetal WEBSITES

Privacy Policy. cloudandmetal’s privacy policy, as it may change from time to time, applies to the collection and use of personal data and is made a part of these Terms by this reference. The privacy policy is available on the same cloudandmetal Website that features these Terms.

Password Protected Areas. Access to and use of password protected areas of the cloudandmetal Websites is restricted to authorised users only. You agree that you: (i) will provide current, complete and accurate identification, contact and other information about you as you may be prompted by the registration process on the cloudandmetal Websites; (ii) are responsible to maintain, keep current and update any registration data and other information you provide to cloudandmetal; (iii) are entirely responsible for maintaining the security of your password, identification and account and for any and all activity that occurs under your account; and (iv) will notify cloudandmetal immediately of any unauthorised access or use of your account or password or any other breach of security. You understand that any person with your password will be able to access your account and any registration data, including, without limitation access to your servers and applications accessible through your account. You accept sole risk of unauthorised access to your account. To the full extent permitted by law cloudandmetal will not be liable to you for any loss you may incur as a result of someone else using your password or account with or without your knowledge. You may be held liable for losses incurred by cloudandmetal or any other user or visitor to the cloudandmetal Websites due to someone else using your password or account because of your non-performance under these Terms. You may not use anyone else’s account at any time, without the permission of the account holder.

Content you Submit. cloudandmetal appreciates hearing from you. Blogs, community forums, chat rooms and other discussion sites may be made available to our customers and users. You acknowledge and agree, that any content you, as a user, may submit via the Online Mediums will become public information and it shall be deemed to be provided on a non-confidential basis, except for resumes submitted solely for consideration for employment with cloudandmetal which may be shared within cloudandmetal on a “need to know” basis. You should always use caution when submitting personal data about yourself or third parties in any Online Mediums. Without prejudice to the limitations of use of your personal data as set out in cloudandmetal’s Privacy Policy, as it may change from time to time, cloudandmetal is free to use or disseminate such contributed content on an unrestricted basis for any purpose, and you grant cloudandmetal an irrevocable, worldwide, perpetual, royalty-free licence to use, reproduce, modify, adapt, incorporate, transmit, display, publish, post, resell and otherwise distribute such Submission and contributed content (including, without limitation, creative ideas, suggestions, materials, names, voices, likeness and other personal data contained in your Submission) in any form and media now known or which shall become known in the future for any purposes whatsoever, including without limitation, using such information, ideas, inventions and creative ideas for development, marketing and promotional purposes, without any notice or compensation to you.

You represent and warrant that you own or otherwise have permission to submit any such materials and grant cloudandmetal the rights described herein.

No Unlawful or Prohibited Use. You agree not to upload, post or otherwise transmit via the Online Mediums any content that: (i) is misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libelous, racially, ethnically, religiously or otherwise objectionable; (ii) constitutes unauthorised disclosure of personal or confidential information; (iii) infringes any patent, trade mark, trade secret, publicity right, privacy right, copyright or other intellectual property or any rights of any party; (iv) contains viruses, Trojan horses, Worms, corrupted files or code, files and programs designed to impede or destroy the functionality of any computer software or hardware; spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information.

You also agree not to use the cloudandmetal Websites or Online Mediums to: (i) impersonate an employee or a representative of cloudandmetal, its divisions and subsidiaries; (ii) misrepresent your identity or affiliation with a person or entity; (iii) send bulk mail, spam, “chain letters” and other unsolicited and unauthorised communication; (iv) attempt to gain unauthorised access to any portion or feature of the cloudandmetal Websites or any other system or networks connected to the cloudandmetal Website or any other services offered through the cloudandmetal Websites, and/or other accounts not belonging to you, or violate security of any portion of the cloudandmetal Websites, by hacking, password mining or any other means; (v) obtain or attempt to obtain any information, materials or documents not purposely made available through the cloudandmetal Website or Online Mediums through any means; (vi) attempt to interfere with the proper working of the cloudandmetal Websites or any transaction being conducted on the cloudandmetal Websites or to restrict or inhibit any other user from accessing or using the cloudandmetal Websites, by means of hacking or defacing any portion of the cloudandmetal Websites; (vii) violate any applicable local, state, national or international law, including without limitation regulations by the U.S. Securities and Exchange Commission, and the Office of Foreign Assets Control.

OTHER TERMS AND CONDITIONS

Your Purchase of Services and Services Availability. Specific terms and conditions apply to your purchase of services from cloudandmetal and to specific portions or features of the cloudandmetal Websites. cloudandmetal’s obligations with regards to its services offered on the cloudandmetal Websites are governed solely by such terms and conditions and nothing contained on the cloudandmetal Websites or in these Terms shall be construed to alter terms and conditions that are specific to services. The materials on the cloudandmetal Websites with respect to services may be outdated and cloudandmetal makes no commitment to update such material. Not all services mentioned in these materials will be available in your country and such references do not imply that cloudandmetal will make available such services in your country. Please consult your local Racker for information regarding the availability of particular service offerings in your country.

Promotions. The cloudandmetal Websites may contain or offer promotions or other similar features, which may be subject to a separate set of rules that describe the promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements in connection with the applicable contest or promotion.

LINKING TO cloudandmetal WEBSITES

We greatly appreciate your efforts in letting your clients know about us. You may link to the cloudandmetal Websites by using a text link and linking to a cloudandmetal Websites homepage. Linking directly to any other webpage or content within the cloudandmetal Websites is prohibited without cloudandmetal’s prior written permission. cloudandmetal only consents to links in which the link and the pages that are activated by the link do not: (i) duplicate the website content; (ii) frame or create any other border around any content on the cloudandmetal Websites or any pages on the cloudandmetal Websites or use other techniques that alter in any way the visual presentation or appearance of any content within the cloudandmetal Websites; (iii) misrepresent your relationship with cloudandmetal or otherwise create a false affiliation, connection or association with cloudandmetal; (iv) imply that cloudandmetal approves or endorses you, your website, or your services or product offerings; (v) present a false or misleading impression about cloudandmetal or otherwise damage the goodwill associated with the cloudandmetal name or Marks; (v) use cloudandmetal Marks in page text, metatags and/or hidden text for purpose of gaining higher rankings from search engines; (vi) utilise cloudandmetal name, Marks, colours, logos or any other brand features of cloudandmetal, nor your relationship with cloudandmetal for purposes of or in any manner which intentionally gives rise to advertising or publicity without cloudandmetal’s prior written permission. As a further condition to being permitted to link to the cloudandmetal Websites, you agree that cloudandmetal may at any time, in its sole discretion, terminate permission to link to the cloudandmetal Websites. In such event, you agree to immediately remove all links to the cloudandmetal Websites and to cease using any cloudandmetal Marks. cloudandmetal reserves the right to disable any unauthorised links or frames and disclaims any responsibility for the content available on any other website reached by links to or from the cloudandmetal Websites.

Except for the link logos as provided by cloudandmetal, you may not use the cloudandmetal corporate logo or any other brand feature to link to cloudandmetal.

LINKS TO THIRD PARTY WEBSITES

The cloudandmetal Websites may contain links and references to non-cloudandmetal websites and resources (“Linked Websites”) and are provided for convenience only. If you decide to leave cloudandmetal Websites and access Linked Websites, you do so at your own risk and cloudandmetal will have no liability arising out of or related to such Linked Websites and/or their content or any damages or loss caused or alleged to be caused by or in connection with any purchase or use of any such content, goods or services available on or through any such Linked Website. cloudandmetal has not reviewed the Linked Websites and cloudandmetal is not responsible for the content, accuracy or opinions expressed on these websites. Inclusion of these links on cloudandmetal Websites does not apply approval or endorsement by cloudandmetal of the Linked Websites, their entities or products and services. Please understand that the Linked Websites, even if they contain a cloudandmetal logo, are independent websites, and cloudandmetal does not control the content on that Linked Website. Additionally, cloudandmetal is not a party to or responsible for any transaction you may enter into with any such third party, even if you learn of such third party from cloudandmetal, by way of reference or link provided on the cloudandmetal Websites.

FORWARD-LOOKING STATEMENTS

All statements on the cloudandmetal Websites other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business; any statements about operational improvements or third party data that may suggest trends for our business or industry; any statements of the plans, strategies, and objectives of cloudandmetal for future operations or service offerings; any statements of expectation or belief regarding future events, potential markets or market size; technology developments, and any statements of assumptions underlying any of the items mentioned. Risks, uncertainties and assumptions include the possibility that expected benefits from our operational improvements or service offerings may not materialise. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties that involve risks, many of which are beyond our control and not guarantees of future performance. If such risks or uncertainties materialise or such assumptions prove incorrect, the results of cloudandmetal could differ materially from our current expectations as a result of many factors, including but not limited to: the unpredictable nature of our rapidly evolving market and quarterly fluctuations in our business; the effects of competition; and any adverse changes in our indirect channel relationships. These and other risks and uncertainties associated with our business are described in our quarterly and annual reports filed with the Securities and Exchange Commission at www.sec.gov/edgar.shtml. Except as required by law, cloudandmetal assumes no obligation to update these forward-looking statements publicly, or to update the reasons, and actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, you expressly understand and agree that cloudandmetal and any contributor to the user-generated content via Online Mediums (“cloudandmetal Licensors”) SHALL NOT BE LIABLE to you for:

1) any loss or damage which you may incur, including without limitation as a result of any reliance placed by you on the accuracy, completeness or suitability of the Content, or any changes cloudandmetal and cloudandmetal Licensors may make to the cloudandmetal Websites, Online Mediums and Content, or any temporary interruption or permanent cessation in the provision of the Online Mediums and Content, or, if applicable, your failure to safeguard your account details or passwords;

2) any loss or damage which you may incur as a result of your leaving the cloudandmetal Websites and accessing Linked Websites. This includes without limitation any loss or damage that you may incur as a result of any reliance placed by you on the accuracy, completeness or suitability of the content on Linked Websites;

3) to the full extent permitted by law, any damages whatsoever, including without limitation direct, indirect, special, incidental, consequential damages arising out of or in connection with your use of, your inability to use, or results of the use of the cloudandmetal Websites, Online Mediums and Content and any Linked Websites (including without limitation for loss of or damage to business, revenues, goodwill or data) even if cloudandmetal and cloudandmetal Licensors had previously been advised of, or reasonably could have foreseen, the possibility of such loss or damages, however they arise, whether in breach of contract, negligence or other tortious action.

Nothing in these Terms shall exclude or limit liability to a greater extent than is permitted by applicable law and nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation, or for death or personal injury caused by negligence.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold cloudandmetal, its subsidiaries, affiliates, shareholders, officers, directors, agents, employees and representatives and cloudandmetal Licensors, their subsidiaries, affiliates, shareholders, officers, directors, agents, employees and representatives harmless from any claims and demands, including reasonable attorneys’ fees, made by any third party arising from or relating to: (i) your use of and access to the cloudandmetal Websites, Online Mediums and Content; (ii) content you submit, post, transmit or otherwise make available via the cloudandmetal Websites and Online Mediums; (iii) your violation of these Terms or cloudandmetal Websites’ specific Terms and Conditions. This indemnification obligation will survive the termination of your cloudandmetal account or these Terms.

GENERAL

The Terms constitute the entire agreement between you and cloudandmetal relating to your use of and access to the cloudandmetal Websites and Online Mediums and Content. You may also be subject to Online Medium or Content specific terms of use. Where these Terms intend to create any right for any third party to rely upon these Terms in any way and/or where specific clauses of these Terms are considered to be so called “third party stipulations” and such are accepted by the respective third party, such third party shall not become a party to the agreement between you and cloudandmetal. The laws of England shall govern any action related to the Terms and your use of the Online Mediums and Content, without regard to the choice of law rules. In any dispute between you and cloudandmetal, you agree to submit to the non-exclusive jurisdiction of the courts located in England. In the event of any violations of the Terms, cloudandmetal reserves the right to disable your access to the cloudandmetal Websites, Online Mediums and Content and seek all remedies available by law and in equity.

Thank you for reading through these Terms. Now please enjoy our cloudandmetal Websites.

ACCEPTABLE USE POLICY This Acceptable Use Policy (“AUP”) describes activities prohibited on the cloudandmetal network for the protection of cloudandmetal and its Representatives, Services, network and other customers. Questions regarding this policy should be directed to support@cloudandmetal.com.

1. ABUSE. Customer shall not use cloudandmetal’s Services or network to engage in, foster, solicit or promote illegal, abusive or irresponsible behavior including:

1.1. conduct likely to breach any laws, codes or regulations applicable to the parties (including conduct infringing or misappropriating intellectual property, trade secrets, confidential or proprietary information; or which is fraudulent, unfair, deceptive or defamatory);

1.2. unauthorized access to, monitoring or use of, or interference with an internet account, computer, systems, networks, data or traffic;

1.3. intentionally, knowingly or recklessly introducing any malicious code into the Services;

1.4. conduct violating rules and conventions of any domain registrar, email service, bulletin board, chat group, or forum used in conjunction with cloudandmetal Services or network (including using false, misleading or deceptive TCP-IP packet header information in an email or newsgroup posting);

1.5. deceitfully collecting, transmitting or using information, or distributing software which covertly gathers or transmits information about a user;

1.6. distributing advertisement delivery software unless the user affirmatively consents to download and installation based on clear and conspicuous notice of the nature of the software, and can easily remove software using standard tools included on major operating systems;

1.7. conduct likely to result in retaliation or adverse action against cloudandmetal or its services, network, website or Representatives (including resulting in listing of cloudandmetal IP space on an abuse database);

1.8. conduct intended to withhold or cloak identity or contact information, registering to use Services under a false name, or using an invalid or unauthorized credit card in connection with Services; 1.9. gambling activity violating any applicable codes of practice, required licenses or technical standards;

1.10. use of any cloudandmetal provided shared system in a way that unnecessarily interferes with the normal operation of the shared system, or consumes a disproportionate share of system resources; and

1.11. conduct creating a risk to safety or health, national security or law enforcement.

2. OFFENSIVE BEHAVIOR. Customer shall not be abusive or offensive to cloudandmetal Representatives. Customer shall not publish, transmit or store on or via the Services content or links to content that cloudandmetal reasonably believes relates in any manner to child pornography, bestiality, non-consensual sex acts, or live sex acts; or is excessively violent, incites or threatens violence, contains harassing content or hate speech, violates a person’s privacy, is malicious or morally repugnant.

3. NO HIGH RISK USE. Customer shall not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage (including in connection with aircraft or other modes of human mass transportation, or nuclear or chemical facilities).

4. MAIL REQUIREMENTS. For bulk or commercial email sent by or on behalf of Customer using the Services or from any network that directly or indirectly refers recipients to a site hosted using the Services (including using third party distribution lists), Customer shall:

4.1. post a privacy policy for each associated domain;

4.2. post an email address for complaints in a conspicuous place on any associated website, promptly respond to messages sent to that address, and have means to track anonymous complaints;

4.3. obtain affirmative consent to receive e-mail from intended recipients using reasonable means to verify ownership of the e-mail address, honor and notify recipients of consent revocation, and evidence consent within 72 hours of recipient or cloudandmetal request; and

4.4. include the recipient’s e-mail address in the e-mail body or “TO” line.

5. VULNERABILITY TESTING. Customer shall not attempt to test the vulnerability of a cloudandmetal system or network, or attempt to breach cloudandmetal security measures, by any means (Customer may conduct vulnerability testing of their Hosted System only with cloudandmetal’s prior written consent).

6. EXPORT CONTROL. Customer shall ensure Services are not used in breach of export laws, controls, regulations or sanction policies of the United States or Customer’s applicable jurisdiction. Customer shall ensure Services are not used by any person or entity suspected of involvement or affiliation with those involved in activities or causes relating to: human trafficking; illegal gambling; terrorism; narcotics trafficking; arms trafficking or the proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical, or biological weapons, weapons of mass destruction, or missiles.

7. COOPERATION WITH INVESTIGATIONS AND PROCEEDINGS. Customer agrees cloudandmetal may permit a relevant authority to inspect Customer’s content or traffic if cloudandmetal is legally required to do so, provided cloudandmetal gives Customer reasonable prior notice (where permitted by applicable law and regulation). cloudandmetal may report to appropriate authorities any Customer conduct cloudandmetal believes violates applicable law without notice to Customer (including providing any information about Customer, its users or traffic). cloudandmetal may cooperate in response to a formal request from a law enforcement or regulatory agency investigating conduct cloudandmetal believes violates applicable law, or in a civil action that on its face meets the requirements for such a request.

8. DOMAIN NAMES, IP ADDRESSES AND DNS RECORDS. Customer shall maintain valid information with Customer’s domain name registrar for any domain hosted on the cloudandmetal network, and only use IP addresses assigned to Customer by cloudandmetal in connection with the Services. Customer agrees cloudandmetal may modify, transfer or delete any DNS record or zone on cloudandmetal managed or operated DNS servers or services upon request from the registrant or administrative contact according to the registrar’s WHOIS system.

9. CHANGES TO AUP. cloudandmetal may amend the AUP by publishing a revised version at www.cloudandmetal.com/information/legal/aup, or in the event of a material adverse AUP change by providing Customer 30 days written notice. The revised AUP shall become effective as to Customer on the first to occur of:

(i) Customer’s execution of a new or additional agreement for all or part of the Services incorporating the revised AUP,

(ii) the first day of an Agreement renewal term beginning at least 30 days after revised AUP publication, or

(iii) expiry of written notice of material adverse AUP change. If compliance with the revised AUP would adversely affect Customer’s use of the Services, Customer may terminate the affected Services (without payment of an early termination fee) by giving cloudandmetal written notice of Customer’s objection no later than 30 days following the date that the revised AUP would otherwise have become effective as to Customer; Customer may continue 3 of 3 using the Services for up to an additional 90 days subject to the prior version of the AUP; and cloudandmetal may decide to waive the AUP change as to Customer in which case the notice of termination shall be of no effect.

10. AUP BREACH. If Customer breaches the AUP (including unintentionally, resulting from Customer’s failure to use reasonable security precautions, or as a result of activity occurring without Customer authorization) cloudandmetal may block any content or traffic, suspend the Services, or terminate the Services in accordance with the Agreement. No credit shall be available under any Service Level Agreement for interruptions of Services resulting from AUP breach. Customer’s use of the Services to assist another person in an activity that would breach this AUP if performed by Customer is an AUP breach.

YOUR PRIVACY RIGHTS

At cloudandmetal Technology Global, Inc., and its group companies, (“cloudandmetal Technology”, “we”, “us”, and “our”), privacy commitments are fundamental to the way we run our business. Unless otherwise noted or governed by law, these commitments apply to everyone who has a relationship with us – including customers, partners, and website visitors. cloudandmetal Technology is committed to providing you with the best overall experience in all of our products and services. We strive to strike the right balance between using your data to ensure the quality of those experiences and protecting your privacy. We have assessed all aspects of our business and optimized the amount of data we collect to find just the right balance between data sharing and service.

Scope

This Privacy Notice explains the different ways that we collect, use, and share personal information of:

▪ employees, job applicants, visitors, and users of our site;

▪ prospective and current customers using cloudandmetal Technology hosting and information technology services and support (the “Services”);

▪ users of any mobile-device applications that we offer (such as its iOS and Android applications);

▪ service providers and business partners; and

▪ other individuals with whom we interact.

From time to time, we may send you other information about our data collection, use and sharing practices. These additional notices may supplement this Privacy Notice; provide you with further options related to how we process your data; or clarify our privacy practices as described in the notice. When we make material changes to this Privacy Notice, we will take suitable measures to notify you in a manner that is consistent with the significance of the changes made and as required by applicable law. Please review this Privacy Notice regularly to be informed of how cloudandmetal Technology is collecting and protecting your Personal Information.

What Personal Information We Collect and How We Collect It

Definition of personal information: “Personal Information” or “personal data” means any information relating to an identified or identifiable natural person. An identifiable person is one who can be identified, directly or indirectly, in particular, by reference to an identification number or to one or more factors specific to his or her physical, physiological, mental, economic, cultural or social identity.

Information we collect automatically:

When you visit our site, email us, or download our mobile applications, we collect information sent to us by your computer, mobile phone, or other access device, some of which may be deemed Personal Information. The information sent to us may include but is not limited to the following: information about the pages you access, computer IP address, device ID or unique identifier, device type, geo-location information, computer and connection information, mobile network information, statistics on page views, traffic to and from the sites, referral URL, ad information, and standard web log Information and other information. We may also collect anonymous information through our use of cookies and web beacons.

Information you provide to us:

We may collect Personal Information, such as your name, address, phone, email, payment information (such as credit or debit card number) and other information that you enter directly onto or in connection with our site. Generally, Personal Information is requested when: (i) cloudandmetal Technology customers log into the site for products and services and (ii) when visitors to our site request certain information about cloudandmetal Technology products and services. If you fail to provide the requested Personal Information, you may not be able to access all or portions of the site or purchase products and services.

Information we receive from other sources:

We work closely with third parties (for example, business partners, service providers, sub-contractors, advertising networks, analytics providers, social media platforms, event organizers, credit reference agencies, fraud protection services, channel partners or resellers) and may receive information about you from them. Examples of the information we may receive from the other sources include: account information, name, address, telephone number, job role, office location, publicly available employment profile, approximate location (based on reverse IP lookup), service and support information, product or service preferences, browsing habits, credit history, or other publicly available information. We may use this information in conjunction with your contact details, transaction history, and professional information for the reasons outlined in this Privacy Notice including, but not limited to, providing relevant marketing or support, better understanding you and your preferences, and detecting or preventing fraud.

Co-branding:

cloudandmetal Technology’s website may offer links to other sites. If you visit one of these sites, you should review the privacy policy on that site. In addition, you may have visited our website through a link or a banner advertisement on another site. In such cases, the site you linked from may collect information from people who click on the banner or link. You may want to refer to the privacy policies on those sites to see how they collect and use this information.

Social media platforms or other forums:

We may receive certain information that’s stored or processed by third parties, such as the social media sites Facebook®, Twitter® and LinkedIn® when you interact with us through these social media platforms. cloudandmetal Technology websites may include: social media features such as the Facebook “Like” button, and widgets such as the “share this” button. These features may collect your IP address as well as details of the pages you are visiting on cloudandmetal Technology websites. Social media features and widgets are either hosted by a third party or hosted by cloudandmetal Technology websites. Each social media platform may have its own privacy notices that specifically govern its use of social media features. cloudandmetal Technology websites may also feature bulletin boards, blogs or forums. Any Personal Information that you choose to submit via such a forum may be read, collected, or used by others who visit these forums, and may be used to send you unsolicited messages.

Other methods of collection:

We may also collect Personal Information from or about you in other ways, such as through your contact with our HR or customer support teams, your results when you respond to a survey, and your interactions with members of the cloudandmetal Technology corporate family or other companies. End-user collection and processing: In some cases, cloudandmetal Technology administers the site on behalf of our customers, and in these circumstances we have no direct relationship with the individuals about, for, or from whom Personal Information is collected. If you are a customer or end user of a cloudandmetal Technology customer (for example, you are an end user of our customer’s product or service) and you have questions or complaints about how your Personal Information is processed, please contact our customer directly. You understand that your use of the site may be subject to terms and policies provided by our customer and that cloudandmetal Technology is not a party to such agreements. Collection of information from children: We do not knowingly collect Personal Information from children under the age of eighteen (18). cloudandmetal Technology does not target the site toward children. We encourage parents and guardians to monitor children’s online activities and ask that they do not submit any personal information. Adults who interact with cloudandmetal Technology should further take care that they do not provide any information about children.

How We Use the Personal Information We Collect; Purposes and Legal Bases for Processing

Our primary purpose for collecting and processing Personal Information is to provide you with a secure, smooth, and efficient visitor and customer experience. We may also use your Personal Information to: Purpose Legal Basis Processing data in accordance with our contractual or employment relationship 1) Necessary for the performance of a contract or similar arrangement to which you are a party; and 2) Managing the employment relationship Operating this site 1) Performance of the agreement between us and you; and 2) Legitimate interest, more specifically, our economic interest in offering you products and services Providing support or carrying out the service(s) you have requested or authorized Performance of the agreement between you and cloudandmetal Technology Troubleshooting your issue and providing you with more effective customer service Performance of the agreement between you and cloudandmetal Technology Distributing alerts concerning product upgrades, special offers, white papers, upcoming events, and webinars, updated information about existing and new products and services from cloudandmetal Technolgoy or our partners and to measure the effectiveness of these communications 1) Explicit consent; 2) Performance of the agreement between you and cloudandmetal Technology; and 3) Legitimate interest, more specifically, our economic interest in making you personalized offers Processing payments for products or services you purchased Performance of the agreement between you and cloudandmetal Technology Providing or operating certain products or services that may engage in automated decisionmaking or profiling 1) Explicit consent which may be withdrawn at any time Operating and managing our business operations 1) Performance of the agreement between you and cloudandmetal Technology; and 2) Legitimate interest in ensuring the proper – 4 – functioning of our business operations Improving the security and functioning of our website, networks, and information Legitimate intetest in providing a good user experience and ensuring networks and information are secure For such other purposes as required or permitted by law Compliance with legal obligations.

How We Share Personal Information with Third Parties

Cloudandmetal Technology partners with and occasionally hires other companies to provide services on its behalf. Examples include partners or vendors who provide hosting, technical support, data analysis and insight, customer service, marketing, billing, and those that assist with financial transactions. Personal Information may be shared with these companies; however, we will only share your Personal Information to accomplish the purposes for which we collected the Personal Information. These third parties are contractually required to maintain the confidentiality of your Personal Information and are contractually prohibited from using that information for any purpose not defined in the contract.

We may also share your information as follows:

▪ with your consent; ▪ when we believe in good faith that disclosure is necessary to protect our rights or property;

▪ when necessary to protect the vital interests of any person;

▪ to investigate fraud or respond to a government, judicial or other legal request;

▪ with cloudandmetal Technology group entities; ▪ to comply with the law; and

▪ in connection with a corporate change, such as an acquisition or merger (the buyer will be informed that the information may only be used in accordance with this Privacy Notice).

How We Protect and Store Personal Information

We endeavor to protect the security of your Personal Information. cloudandmetal Technology has implemented appropriate administrative, technical, and physical safeguards designed to prevent unauthorized access, use or disclosure. For example, we store the Personal Information you provide on computer servers with limited access that are located in controlled facilities. We will retain Personal Information collected from you where we have a justifiable business need to do so and for as long as is needed to fulfill the purposes outlined in this Privacy Notice, unless a longer retention period is required or permitted by law (such as legal, tax or accounting reasons).

How We Use Tracking Technologies

cloudandmetal Technology and its partners use cookies or similar technologies to expedite the user login process, remember user experience settings, analyze trends, administer the website, track users’ movements around the website, and to gather demographic information about our user base as a whole. You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functions on our website or service. We may partner with a third party to display advertising on our website or to manage our advertising on other sites. Our third party partner may use cookies or similar technologies in order to provide you advertising based upon your browsing activities and interests. If you wish to learn more about opting out of interest-based advertising, please click here or if located in the European Union, please click here. Please note you may continue to receive generic ads.

Do-Not-Track (DNT):

DNT is an optional browser setting that allows you to express your preferences regarding tracking by advertisers and other third-parties. We do not currently respond to DNT signals. Therefore, please be advised that third party web analytics companies may collect information about your online activities over time and across our website and other online properties.

How You Can Opt Out of Marketing Communications

We may contact you to alert you of upcoming events, webinars, white papers and promotional campaigns relating to our products and services. If we determine that your explicit consent is needed to send marketing communications, we will obtain that consent before or at the time of Personal Information collection. cloudandmetal Technology honors your choices. You can choose whether you wish to receive promotional emails, SMS messages, telephone calls, and postal mail from us by using the opt-out methods described in that communication. For example, if you wish to stop receiving email marketing communications from us, you may click the “unsubscribe” link at the bottom of the relevant email marketing communication or by following the instructions detailed in the communication.

Please note that this may not unsubscribe you from all other communications. If you wish to opt- out of all marketing communications, please contact us using the details provided below. Please note that you may not be able to unsubscribe from service-related messages.

How You Can Access or Change Your Personal Information

You may contact us at any time to inquire about the Personal Information we collect about you. Depending on the site you use, you may access, correct, or request deletion of your Personal Information by logging in to your account, or you may fill out the Privacy Contact Form. We will respond to your request within a reasonable timeframe. In the event cloudandmetal Technology processes information about you on behalf of one of our customers, please direct your privacy inquiries and requests for access, correction or deletion of Personal Information to the customer. If a customer requests that we remove information, we will respond within a reasonable timeframe. We may need to retain your information for a period of time in order to continue providing a service to you, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigations, prevent fraud, enforce our customer or user agreement, or take other actions as required or permitted by law.

What Additional Privacy Rights Are Available in Certain Locations

In addition to the rights described elsewhere in this Privacy Notice, you may have additional Personal Information protection rights pursuant to applicable information protection legislation in your state, country, or region. These rights may include but are not limited to the right to erasure, the right to information portability, the right to withdraw consent for processing, the right to object to or restrict the processing of your Personal Information, and the right to lodge a complaint with the supervisory/regulatory authority in the state, country, or region where you reside.

How We Transfer Personal Information Across Borders

You acknowledge (a) that you are accessing a site that is based in the United States, (b) that you are providing Personal Information to a company in the United States, and (c) that cloudandmetal Technology must adhere to laws of the United States. You agree that Personal Information collected on our site may be stored and processed in the United States or any other country in which cloudandmetal Technology, its – 6 – affiliates, partners, service providers, or agents maintain facilities, and while in such jurisdictions may be subject to access pursuant to the laws of those jurisdictions. Each of these countries has different privacy laws that afford varying levels of protection for your Personal Information, and such laws may be less stringent or may not be as comprehensive as those laws that exist in your country. cloudandmetal Technology will protect your Personal Information in accordance with this Privacy Notice wherever it is processed and will take appropriate contractual and other steps to protect the relevant Personal Information in accordance with applicable law. In certain situations, cloudandmetal Technology has created and entered into data processing or data protection agreements with relevant parties (i.e., vendors with whom we share your Personal Information). Where appropriate, these agreements incorporate the European Commission’s Standard Contractual Clauses, which have been approved by the European Commission, as well as additional guarantees to protect the rights of data subjects. cloudandmetal Technology, which includes its respective successors, subsidiaries, divisions and groups, complies with the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of Personal Information transferred from the European Union, United and the United Kingdom and Switzerland to the United States. cloudandmetal Technology has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this Privacy Notice and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/. cloudandmetal Technology is responsible for the processing of Personal Information it receives, and under Privacy Shield we may subsequently transfer that Information to a third party acting as an agent on our behalf. cloudandmetal Technology complies with the Privacy Shield Principles for all onward transfers of Personal Information from the EU, United Kingdom, and Switzerland, including the onward transfer liability provisions. With respect to Personal Information received or transferred pursuant to the Privacy Shield Framework, cloudandmetal Technology is subject to the regulatory enforcement powers of the U.S. Federal Trade Commission. In certain situations, cloudandmetal Technology may be required to disclose Personal Information in response to lawful requests by public authorities, including to meet national security or law enforcement requirements. Under certain conditions, more fully described on the Privacy Shield website https://www.privacyshield.gov, you may invoke binding arbitration when other dispute resolution procedures have been exhausted. cloudandmetal Technology’s privacy practices, described in this Privacy Notice, also comply with the APEC Cross Border Privacy Rules System. The APEC CBPR system provides a framework for organizations to ensure protection of Personal Information transferred among participating APEC economies.

California Consumer Privacy Act (CCPA)

cloudandmetal Technology is committed to the lawful treatment and confidential handling of sensitive information, including personal information about California residents. As such, cloudandmetal Technology has a set of global information management policies including security, access, classification of information, privacy and data protection and other relevant policies and standards governing the collection, use, disclosure, transfer, retention and deletion of information. As a “Service Provider” as defined in the CCPA, cloudandmetal Technology will not sell, retain, use or disclose Personal Information for any purpose other than as set out in an agreement with our customer or as otherwise permitted or required by the CCPA. – 7 – How You Can Contact Us about Privacy Customers may contact cloudandmetal Technology with any questions, concern, or inquiries about this Privacy Policy or company data. If you would like to make a formal complaint, please contact privacy@cloudandmetal.com. Although we prefer electronic notice, you may also write to us at: Chief Privacy Officer cloudandmetal TECHNOLOGY 1 Fanatical Place Windcrest, TX 78218 If you have an unresolved privacy or information security concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request. Additional Privacy Notices • cloudandmetal Technology Job Candidate Privacy Notice • cloudandmetal Technology Cookie Notice • cloudandmetal Technology Mobile Application Privacy Notice

Cancellation and Refund Policy

Thank you for choosing cloudandmetal as your service provider. As a registered Business in the State of Illinois, we adhere to the rules set forth by the Illinois Attorney General and its constituents.

Cancellation policy

New customers : When services have been delivered as ordered, you may cancel anytime within the first 72 hrs to be eligible for a refund. Do not wait longer than 72hrs after delivery to cancel if you intend to ask for a refund. If looking to test our platform before committing, please make sure your sales representative is aware and an agreement has been reached. Using our services past the 72 hrs window will void all refunds and the purchase will be deemed final.

cloudandmetal is unable to provide credit on prepaid services if canceled early.

If a subscription was created with Paypal, please make sure to cancel it on your Paypal account. cloudandmetal is not responsible for your subscriptions left unattended.

To cancel a service, simply log into your customer portal and submit a Billing ticket with subject : Cancellation request

Existing Customers: Submit your service cancellation at least 14 days prior to your invoice due date. Doing so will ensure that a new invoice is not issued and services can be canceled prior to any billing activities. When a month to month contract, we do not provide a pro-rated refund for un-used days within your billing cycle.

cloudandmetal is unable to provide credit on prepaid services if canceled early. If a subscription was created with Paypal, please make sure to cancel it on your Paypal account. cloudandmetal is not responsible for your subscriptions left unattended.

Eligible for Refund

Cloudandmetal has full ownership of its server appliances and network equipment, however does not have ownership of software such as Operating Systems, Control panels and proprietary third party applications purchased in conjunction with the server.

Dedicated & Virtual Servers

We offer full refund and /or exchanges within the first 72 hours of service delivery. If 72 hours have passed since you gained access to your dedicated server, you will not be offered a refund and/or exchange unless otherwise agreed on before committing.

Storage & Backups

In conjunction with our Cloud Storage vendors, we offer on premise and off premise backups. You will receive 100% refund on the storage purchased. All licenses purchased are non-refundable.

Not eligible for Refund

Software licenses

Cloudandmetal buys its Microsoft licenses directly from authorized vendors who offer no provision for refund. As result, we are not able to refund any Microsoft product and all licenses’ sales are final.

There is a 72-hour refund period for all cPanel license purchases and renewals. If you cancel your license within 72 hours of purchase or renewal, a refund will automatically be initiated. Refunds can take 5-10 business days to complete.

SEO Services and web designs

All SEO services along with web developments are final unless otherwise specified in your agreement.

Refund Request:

If you think you are eligible for a refund, you can Submit a request You must include the following information in your request:

Acknowledging that you have this return policy
Acknowledgment that the service has been canceled
Why you are asking for a refund;
Transaction identifying information (e.g. account username, support pin, transaction number, domain name, date of purchase)

Once submitted, we will review your request and may require that you provide additional information. your request.

Contact us

If you have questions about our Refund Policy, you can contact Billing@cloudandmetal.com

You may also contact us at:
cloudandmetal
500 Park Boulevard
Itasca, IL 60143

MASTER SERVICE AGREEMENT

IMPORTANT NOTICE: *All Payments To cloudandmetal, LLC Are Non-Refundable*

cloudandmetal, LLC. (“The Company”) agrees to furnish services to the Subscriber, subject to the following Terms of Service (TOS). Use of cloudandmetal, LLC Service constitutes acceptance and agreement to cloudandmetal, LLC’s Acceptable Usage Policy (AUP) as well as cloudandmetal, LLC’s Terms of Service (TOS). All provisions of this contract are subject to the Terms of Service (TOS) of cloudandmetal, LLC and Acceptable Usage Policy (AUP). The AUP may be changed from time-to-time at the discretion of the Company. Subscriber understands that change to the AUP by the Company shall not be grounds for early contract termination or non-payment. This Agreement shall be construed in all respects in accordance with the laws of the state of Illinois, county of Cook applicable to contracts enforceable in that state. Venue will be Cook County, Illinois.

Disclosure to Law Enforcement

The AUP specifically prohibits the use of our service for illegal activities. Therefore, Subscriber agrees that the Company may disclose any and all subscriber information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Subscriber. In addition, cloudandmetal, LLC shall have the right to terminate all service set forth in this Agreement.

Service Rates

Subscriber acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Subscriber. Subscriber is aware that the Company may prospectively change the specified rates and charges from time-to-time. The promotional offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers.

Payment

Establishment of this service is dependent upon receipt by the Company of payment of stated charges. Subsequent payments are due on the anniversary date of the month for that month’s service.

Payments and Fees

Service will be interrupted on accounts that reach 5 days past due. Subject to company’s discretion, it may provide an additional 5 days, including the billing due date, to client, before initiating cancel. If you desire to cancel your account, please follow the proper procedure to do this as outlined in category #7 in this TOS.

Refund and Disputes

All payments to cloudandmetal, LLC are nonrefundable. This includes the one time setup fee and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred.

Failure to Pay

The Company may temporarily deny service or terminate this Agreement upon the failure of Subscriber to pay charges when due. Such termination or denial will not relieve Subscriber of responsibility for the payment of all accrued charges, plus reasonable suspension and any collection fees.

Account Cancellation

Requests for canceling accounts must be submitted through the Cancellation Submit option in the manage.gigenet.com client portal and at least 15 days prior to the next service renewal. If cancellations are not submitted 15 days before the service renewal, you assume responsibility for the full amount.

Acknowledgements

Subscriber acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the negligence of the Company and that damages resulting from any interruption of service are difficult to ascertain. Therefore, subscriber agrees that the Company shall not be liable for any damages arising from such causes beyond the direct and exclusive control of the Company. Subscriber further acknowledges that the Company’s liability for its own negligence may not in any event exceed an amount equivalent to charges payable by subscriber for services during the period damages occurred. In no event shall the Company be liable for any special or consequential damages, loss or injury.

Support Boundaries

9a. cloudandmetal, LLC, provides 24×7 technical support to our subscribers (except for a few holidays and short company meetings when we close our center.) We limit our technical support to our area of expertise. The following are our guidelines when providing support: cloudandmetal, LLC provides support related to your server or virtual site’s physical functioning. cloudandmetal, LLC does not offer technical support for application-specific issues such as CGI programming, HTML, or any other issue. cloudandmetal, LLC does not provide technical support for YOUR customers. If you can email, we encourage you to email support@gigenet.com for assistance. If you can get online and have additional questions, the answers may be on our website; we encourage you to check there first. Lastly, the Help files in the program you are using may have the answer to your question so please investigate these resources before calling technical support.

9b. cloudandmetal, LLC offers leveled Support Management Plans. All support time outside of the scope allotted by the client’s current Management Plan is billable at $150/hour.

9c. End-of-Life Applications and Operating Systems: The use of EOL (End-of-Life) applications and operating systems is discouraged by cloudandmetal, LLC. While some situations may occasionally lead to support for such systems being attempted, no guarantees can be expected, nor any responsibility assumed for issues that may arise from these attempts, regardless of the client’s Support Management Plan.

SPAM and Unsolicited Commercial Email (UCE)

cloudandmetal, LLC takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over our network. Very simply this means that customers of cloudandmetal, LLC may not use or permit others to use our network to transact in UCE. Customers of cloudandmetal, LLC may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. In addition, it is not acceptable to transmit bulk email through remote SOCKS, HTTP or other similar proxies who in turn make a SMTP (TCP port 25) connection to the destination mail servers. This technique may result in account suspension or termination. Violations of this policy carry severe penalties, including termination of service. In order to prevent unnecessary blacklisting due to spam. we reserve the right to occasionally sample bulk email being sent from servers.

10a. Violation of cloudandmetal, LLC’s SPAM policy will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, cloudandmetal, LLC will initiate an immediate investigation (within 48 hours of notification). During the investigation, cloudandmetal, LLC may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, cloudandmetal, LLC may, at its sole discretion, restrict, suspend or terminate customer’s account. Further, cloudandmetal, LLC reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. cloudandmetal, LLC will notify law enforcement officials if the violation is believed to be a criminal offense.

10b. As our Customers are ultimately responsible for the actions of their clients over the cloudandmetal, LLC network, it is advisable that Customers develop a similar, or stricter, policy for their clients.

Abuse Services

Delisting blacklisted IPs is subject to $10.00 per delisting. Mail log cleanup is subject to $5.00 per hour of cleanup. If a security scan is run, cleanup of infected or malicious files is subject to $20.00 per cleanup.

Internet Relay Chat (IRC)

cloudandmetal, LLC does NOT ALLOW IRC to be run on any servers. There are no exceptions to this policy. Violation of this policy may result in account suspension and/or termination.

Open or “Anonymous” Proxy

cloudandmetal, LLC does not permit use of Open or “Anonymous” proxy servers. There are no exceptions to this policy. Violation of this policy may result in account suspension and/or termination. IMPORTANT NOTICE: **BEGINNING IMMEDIATELY**, anyone hosting websites or services on their server that support spammers or cause any of our IP space to be listed in any of the various Spam Databases will have their server immediately removed from our network. The server will not be reconnected until such time that you agree to remove ANY and ALL traces of the offending material immediately upon reconnection and agree to allow us access to the server to confirm that all material has been COMPLETELY removed. Severe violations may result in immediate and permanent removal of the server from our network without notice to the customer. Any server guilty of a second violation WILL be immediately and permanently removed from our network without notice.

Network

14a. IP Address Ownership: If cloudandmetal, LLC assigns Customer an Internet Protocol address for Customer’s use, the right to use that Internet Protocol address shall belong only to cloudandmetal, LLC, and Customer shall have no right to use that Internet Protocol address except as permitted by cloudandmetal, LLC in its sole discretion in connection with the Services, during the term of this Agreement. cloudandmetal, LLC shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by cloudandmetal, LLC, and cloudandmetal, LLC reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. Our allocation of IP addresses is limited by ARIN’s new policies. These new policies state that use of IP addresses for IP based virtual hosts will not be accepted as justification for new IP addresses. What this means to you is that you MUST use name-based hosting where possible. We will periodically review IP address usage, and if we find that clients are using IP addresses where name-based hosting could be used, we will revoke authorization to use those IP addresses that could be used with name-based hosting.

14b. Bandwidth and Disk Usage: Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer on the Order Form (the “Agreed Usage”). cloudandmetal, LLC will monitor Customer’s bandwidth and disk usage. cloudandmetal, LLC shall have the right to take corrective action if Customer’s bandwidth or disk usage exceeds the Agreed Usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken is in cloudandmetal, LLC’s sole and absolute discretion. If cloudandmetal, LLC takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action. In the event that a customer exceeds the included allocation, cloudandmetal, LLC may, at its sole discretion, collect a deposit, in an amount determined by cloudandmetal, LLC, against customer’s credit card on file with cloudandmetal, LLC.

14c. System and Network Security: Users are prohibited from violating or attempting to violate the security of the cloudandmetal, LLC Network. Violations of system or network security may result in civil or criminal liability. cloudandmetal, LLC will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:

Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing”
Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting
Taking any action in order to obtain services to which such User is not entitled

Notification of Violation

15a. cloudandmetal, LLC is under no duty to look at each customer’s or user’s activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police Internet-related activities.

15b. First violation: Any User, which cloudandmetal, LLC determines to have violated any element of this Acceptable Use Policy, shall receive an email, warning them of the violation. The service may be subject at cloudandmetal, LLC’s discretion to a temporary suspension pending a User’s agreement in writing, to refrain from any further violations.

15c. Second Violation: Users that cloudandmetal, LLC determines to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.

15d. We reserve the right, to drop the section of IP space involved in Spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular, if open relays are on your network or a customer’s network, or if denial of service attacks are originating from your network. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible.

Suspension of Service or Cancellation

cloudandmetal, LLC reserves the right to suspend network access to any customer if in the judgment of the cloudandmetal, LLC network administrators the customer’s server is the source or target of the violation of any of the other terms of the Aup or for any other reason which cloudandmetal, LLC chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer’s machines were suspended.

Amendments

cloudandmetal, LLC reserves the right to amend its policies at any time. All Sub-Networks, resellers and managed servers of cloudandmetal, LLC must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate Cancellation. You will be held responsible for the actions of your clients in the matter described on these Terms and conditions. Therefore, it is in your best interest to implement a similar or stricter Terms and conditions or otherwise called Acceptable Terms of use policy.

Indemnification

cloudandmetal, LLC wishes to emphasize that in agreeing to the cloudandmetal, LLC Acceptable Use Policy (AUP) and Terms of Service (ToS), customer indemnifies cloudandmetal, LLC for any violation of the Acceptable Use Policy (AUP) and Terms of Service (ToS) that results in loss to cloudandmetal, LLC or the bringing of any claim against cloudandmetal, LLC by any third-party. This means that if cloudandmetal, LLC is sued because of a customer’s or a customer of a customer’s activity, the customer will pay any damages awarded against cloudandmetal, LLC, plus all costs and attorney’s fees.

Miscellaneous Provisions

You must provide us with, and keep current, good contact information for you. E-mail, fax, and telephone contacts are used, in that order of preference.

19a. A waiver by the Company of any breach of any provision of this Agreement by Subscriber shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other provision thereof.

19b. Subscriber shall not transfer or assign this Agreement without the prior written consent of the Company. Company may assign Agreement at anytime without consent from or notice to Subscriber. Company reserves right to cancel customers rights under this contract at anytime without further obligation.

19c. cloudandmetal, LLC takes no responsibility for any material input by others and not posted to the cloudandmetal, LLC Network by cloudandmetal, LLC. cloudandmetal, LLC is not responsible for the content of any other websites linked to the cloudandmetal, LLC Network; links are provided as Internet navigation tools only. cloudandmetal, LLC disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party’s violation of this policy.

19d. cloudandmetal, LLC is not responsible for any damages your business may suffer. cloudandmetal, LLC does not make implied or written warranties for any of our services. cloudandmetal, LLC denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by cloudandmetal, LLC.

Responsibility for Content

You, as cloudandmetal, LLC’s customer, are solely responsible for the content stored on and served by your cloudandmetal, LLC server.

Windows Servers

Requirements for using Microsoft software. Subscribers are prohibited from allowing more than five (5) authenticated users of the Microsoft Windows Server Operating Systems under Microsoft licensing terms and could create liability issues with Microsoft if violated. Customer agrees not to remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on Software Products or that appear during the use of Software Products. Customer further agrees not to reverse engineer, decompile, or disassemble the Software Products. cloudandmetal, LLC may provide you access to other third party software and/or services (“Third Party Products “) through reseller relationships cloudandmetal, LLC has established with certain commercial vendors, including without limitation, Microsoft Corporation (“Third Party Vendors”). Unless otherwise notified, Customer understands that product support for Third Party Products is provided by cloudandmetal, LLC and not by the Third Party Vendor. Neither cloudandmetal, LLC nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Products. Customer expressly acknowledges and agrees that use of third party products is at customer’s sole risk and such third party products are provided “as is” and without representation or warranty of any kind from cloudandmetal, LLC or any third party vendor, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, neither cloudandmetal, LLC nor any third party vendor will be legally responsible for any damages, whether direct, indirect, or consequential, arising from the use or inability to use any third party product. Customer agrees to observe the terms of any license and/or applicable end user subscriber agreement for third party products and that customer shall be fully liable to third party vendors and cloudandmetal, LLC with respect to any improper use of such third party products or violation of license agreements with them and/or applicable end user subscriber agreements.

Denial of Service

We reserve the right to refuse service to anyone at any time for any reason.

Notification and Management of Customer Data Incidents

cloudandmetal, LLC maintains security incident management policies and procedures specified in the Security, Privacy, and Architecture Documentation and shall, notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by cloudandmetal of which cloudandmetal becomes aware (a “Customer Data Incident”). cloudandmetal shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as cloudandmetal deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within cloudandmetal’ reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

LIMITATION OF LIABILITY; INDEMNIFICATION

THE TOTAL LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH AN ORDER FORM (EXCLUDING EARLY TERMINATION CHARGES (AS DEFINED IN THE RELATED SUPPLEMENT)) IS LIMITED TO AN AMOUNT EQUAL TO THE TOTAL CHARGES PAYABLE BY CUSTOMER DURING THE TERM SET FORTH THEREIN. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR LOST BUSINESS OPPORTUNITIES (WHETHER ARISING OUT OF TRANSMISSION INTERRUPTIONS OR PROBLEMS, ANY INTERRUPTION OR DEGRADATION OF SERVICE OR OTHERWISE), WHETHER FORESEEABLE OR NOT, EVEN IF A PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF THE DAMAGE AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO CLAIMS OF CUSTOMER, WHETHER OCCASIONED BY ANY CONSTRUCTION, INSTALLATIONS, RELOCATIONS, SERVICE, REPAIR OR MAINTENANCE PERFORMED BY, OR FAILED TO BE PERFORMED BY COMPANY, OR ANY OTHER CAUSE WHATSOEVER, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA OR TECHNOLOGY.

Personal Data Processing Addendum

This Personal Data Processing Addendum (“PDPA”) addresses Personal Data Processing, privacy and cyber security obligations in addition to those expressed in the Terms as between cloudandmetal and Customer for subscriptions to the cloudandmetal Services and Platform. By agreeing to these Terms, Customer acknowledges that it and its Authorized Affiliates qualify as the “Controller” as defined under General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) to the extent that cloudandmetal processes Personal Data in connection with Customer’s subscription to Platform. All capitalized terms not defined in this PDPA shall have the meaning set forth in the Terms. In the course of providing the Services to Customer pursuant to the Terms, cloudandmetal may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data.

Integration

This PDPA shall not replace any comparable or additional rights relating to Processing of Customer Data contained in the Terms.

Processing of Personal Data

Roles of the parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, cloudandmetal is the Processor.

cloudandmetal Personnel

3.1 Confidentiality. cloudandmetal shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. cloudandmetal shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

3.2 Reliability. cloudandmetal shall take commercially reasonable steps to ensure the reliability of any cloudandmetal personnel engaged in the Processing of Personal Data.

3.3 Limitation of access. cloudandmetal shall ensure that cloudandmetal’ access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

3.4 Data protection officer. Members of the cloudandmetal have appointed a data protection officer. The appointed person may be reached at DPO@GigeNET.com.

Rights of Data Subjects

Data subject request. cloudandmetal shall, to the extent legally permitted, promptly notify Customer if cloudandmetal receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Taking into account the nature of the Processing, cloudandmetal shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, cloudandmetal shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent cloudandmetal is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from cloudandmetal’ provision of such assistance.

Security

Controls for the protection of customer data. cloudandmetal shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data, as set forth in the Security, Privacy and Architecture Documentation. cloudandmetal regularly monitors compliance with these measures. cloudandmetal will not materially decrease the overall security of the Services during a subscription term.

Deletion or Return of Customer Data

cloudandmetal shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and time frames specified in the Security and Privacy Documentation.

European Specific Provisions

7.1 GDPR. With effect from 25 May 2018, cloudandmetal will Process Personal Data in accordance with the GDPR requirements directly applicable to cloudandmetal’ provision of its Services.

7.2 Data protection impact assessment. With effect from 25 May 2018, upon Customer’s request, cloudandmetal shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to cloudandmetal. cloudandmetal shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to Section 11.2 of this PDPA, to the extent required under the GDPR.

UPDATED: January 7th, 2023

This Colocation Supplement is effective as of the last date of execution below (“Supplement Effective Date”) by and between cloudandmetal, LLC. (“Company”) and Customer and is attached to and made a part of the Master Product and Services Agreement, by and between the Parties. Unless otherwise defined herein, capitalized terms in this Supplement shall have the definitions attributed thereto in the General Terms
and Conditions.

ADDITIONAL DEFINITIONS

“Customer Equipment” means equipment (including without limitation, telecommunications equipment, servers, cables and wires) installed in a Colocation Space. “Colocation Space” means area in a Company leased or owned facility licensed for Customer’s use as provided hereunder.

COLOCATION LICENSE

Subject to the terms and conditions contained herein, Company will grant to Customer a license to install, operate and maintain Customer Equipment in a designated Colocation Space specified in an Order Form for the colocation charges set forth therein. The license Term shall be specified on each Order Form and shall begin on the Commencement Date specified therein. The license is a services agreement and is not intended to and will not constitute a lease of or tenancy or other interest in the Colocation Space or other Company premises, any Company or third party equipment or any other Company or third party real or personal property. Customer may not at any time grant any sub-license or assign of its rights, or make available to a third party any portion of the Colocation Space, in whole or in part, without Company’s prior written consent.

USE OF SPACE

3.1. Customer may use the Colocation Space only for the purposes of maintaining and operating computer and telecommunications equipment as necessary to support connections from Customer Equipment to the Company Network and from there to third parties. At all times Customer shall comply with the “Client Code of Conduct“ (as may be set forth at the Company website, and updated from time to time, subject to notice to Customer of any material changes).

3.2. Add-Ons. Customer may request additional Colocation services (“Add-Ons”) by submitting orders to Customer’s assigned sales representative. Orders for Add-Ons will be effective when accepted by Company. Company may require, at its sole discretion, Customer’s written certification of orders for any Add-Ons so placed. Such Add-Ons may result in a One-Time Installation Charge and an increase in the invoiced Monthly Charge.

3.3. Modifications and Relocations. Company has the right prior to interconnection of Customer Equipment to the Company Network, to modify the location or amount of Colocation Space. Additionally, Company reserves the right to require Customer to relocate any or all of Customer Equipment upon five (5) days prior written notice, or in the event of an emergency, within such time as may be reasonable under the circumstances, to another comparable colocation space.

3.4. Construction. Customer may not perform any construction or modification to the Colocation Space without prior written consent from Company. Customer further agrees that all fixtures, alterations, additions, repairs, improvements and/or appurtenances attached to or built into on or about the Colocation Space will be considered and will remain fixtures and may not be removed by Customer. Upon termination or expiration of any Order Form, Customer must restore the Colocation Space to its original condition, reasonable wear and tear excepted.

CUSTOMER EQUIPMENT

Except as otherwise provided herein, Customer is responsible for all aspects of installation and removal of Customer Equipment, including bringing appropriate related equipment, tools and packaging materials. Customer will install Customer Equipment in the Colocation Space after obtaining the appropriate authorization from Company to access the premises. Customer will remove all packaging for Customer Equipment promptly after installation. Should Customer use an agent or other third party to deliver, install or remove Customer Equipment, Customer will be solely responsible for the acts of such party. Under no circumstances will Company be obligated to accept deliveries on behalf of Customer. At Customer’s option, Company will remove and package Customer Equipment and place it in a designated area for pick-up, on the condition that Customer either provide or pay for all needed packaging plus pay Company’s packaging fees and charges. If Company is forced to remove or clean up after any Customer activity, Company will invoice and Customer will pay all costs and Company charges associated with such removal or clean-up. Within ten (10) days after any termination of the related Order Form, Customer will remove all Customer Equipment and any other property from Company’s premises and return the Colocation Space in the same condition as it was prior to Customer installation. If Customer does not remove such Customer Equipment and property within the ten (10) day period, such Customer Equipment or property will automatically be deemed abandoned to Company (collectively “Abandoned Equipment”) without the need for further notice to Customer and, Company, at its option will (i) remove and store any and all Abandoned Equipment or return Abandoned Equipment to the Customer, (ii) dispose of the Abandoned Equipment without liability for any related damages, (iii) sell the Abandoned Equipment at any public or private sale, or (iv) assume ownership of the Abandoned Equipment collectively, “Disposal Rights”). Notwithstanding the foregoing, Company reserves the right to deny Customer the right to remove Customer Equipment from the Colocation Space if Customer is not current in the payment of its obligations pursuant to this Agreement, any other Agreement with the Company, or pursuant to any open and outstanding Order Form and, exercise any of its Disposal Rights, stated above, within ten (10) days after Company’s termination of the related Order Form. Except as specifically provided herein, Customer expressly assumes all risk of loss to Customer Equipment in the Colocation Space. Customer shall be liable to Company for any damage to the Company Colocation Space or equipment of Company or its other customers caused by Customer, Customer Equipment or Customer’s contractors, agents or employees. If during the Term, Customer removes significantly all of its Equipment in the Colocation Space, Customer will continue to pay the applicable Recurring Charges through the end of the Term and provide adequate assurance, as determined by Company, in its sole discretion.

SECURITY AND ACCESS PROCEDURES

Customer may access the Colocation Space only in accordance with the “Colocation Security and Access Procedures” (as may be set forth at the Company website, and updated from time to time, subject to notice to Customer of any material changes) and the owner or landlord of the underlying premises. For Company points of presence (“POPs”) or regeneration or amplification huts, Customer may require a security escort in the manner and, if applicable, for the rates provided in the Order Form. Company reserves the right to suspend for good cause the right of any of Customer employees, agents or representatives to visit and/or access the Company Colocation Space and related premises, based on such employees’, agents’ or representatives’ conduct. It is Customer’s responsibility to ensure that Customer’s access list is current and accurate. Customer shall be responsible for any unauthorized access to its equipment through the Internet and any resulting use of the Company Network. When deemed appropriate by Company, Customer’s employees, contractors or agents will be issued identification cards required for entry to the Colocation Space, which will be surrendered upon demand or upon termination or expiration of the Colocation Order Form. Notwithstanding any other provision of this Agreement, Company will have the right to immediately terminate the right of access of Customer or any of Customer’s employees, contractors or agents for security violations.

INTERCONNECTIONS TO AND FROM CUSTOMER EQUIPMENT

Customer may perform any interconnection where both ends terminate within Customer’s own racks(s) and/or cabinet(s). Upon Customer’s written request, Company will provide connections between Customer Equipment and the Company Network, third-party carriers and other Company customers, located within the Colocation Facility. All of the foregoing connections will be provided at Company’s then prevailing rates. Use of any of the foregoing connections is subject to audit by Company, who reserves the right to suspend any unauthorized connection.

INSURANCE

7.1. Customer must carry, inclusive of umbrella policies, at its expense, Commercial General Liability coverage in the minimum amount of $1,000,000 each occurrence and $2,000,0000 annual aggregate. The policy will, at a minimum, insure against liability arising out of or from bodily injury, personal injury, property damage, products/completed operations and independent contractors and will include those coverages customarily found in a Broad Form General Liability Endorsement and Broad Form Property Damage Extension.

7.2. Customer’s insurance will be placed with insurance companies with an AM Best Rating of at least A, VIII. Customer agrees that it will be solely responsible for ensuring that its agents (including contractors and subcontractors) maintain other insurance at levels no less than those required by applicable law and customary in Customer’s and its agents’ industries.

ADDITIONAL REPRESENTATIONS FOR COLOCATION SERVICES.

Customer, for itself and on behalf of its officers, employees, agents, invitees and representatives, represents, warrants and covenants that:

8.1. Customer shall not install or operate any equipment in the Colocation Space that impairs or interferes with the operations of Company’s equipment or the use thereof by Company or any of Company’s customers;

8.2. Customer shall not permit any mechanic’s liens or other liens to be placed on the Colocation Space arising out of any work performed, materials ordered or obligations incurred by Customer or by any other party on behalf of Customer;

OUTAGES; SERVICE LEVEL AGREEMENT (“SLA”) FOR COLOCATION

9.1. Company guarantees 100% power availability for colocation. Customer may notify Company’s Client Service Center (“CSC”) of problems by telephone at (800) 561-2656, by the Company’s support ticket desk at http://support.gigenet.com, or by such other means as the Parties may agree. Provided that a Service Outage (defined below) is not attributed to a failure of Customer-provided equipment (“CPE”) or Customer-provided infrastructure, Company will respond and commence work within fifteen (15) minutes after notification or discovery of a Service Outage.

9.2. Service Outages. A “Service Outage” is defined as complete disruption of electrical power to the Customer’s power circuit, based on Company’s measurements, provided it is not caused by or resulting from (i) Force Majeure; (ii) an act or omission of Customer, its employees, agents or contractors; (iii) the use or failure of any CPE used in connection with the Colocation Service; or (iv) planned outages for maintenance or repair that are scheduled in advance by Company;

9.3. Service Outage Credit. Customer is entitled to a Service Outage credit (“Service Outage Credit”) equal to a percentage of their Monthly Service Charge as outlined in the following table, based on the total aggregate amount of Service Outages during the same calendar month:

Availability Credit Percentage

<100% = 0%

<99.99% = 5%

<99.9% = 10%

<98% = 50%

<95% = 25%

<90% = 100%

The “Monthly Service Charge” is an amount equal to Customer’s total monthly recurring Colocation charges, but does not include Uplink Service charges.

9.4. Customer Request Credit. Customer must notify Company in writing within five (5) business days from the time Customer becomes eligible to receive a credit. Failure to comply with this requirement will forfeit Customer’s right to receive a credit.

9.5. Limitation on Remedies. Company’s suspension or modification of Service in accordance with the terms of this Agreement shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. The Service Outage Credit and Customer’s right to terminate under section 6.8 are Company’s sole and exclusive liability and Customer’s sole and exclusive remedy for any failure by Company to provide Colocation Service or adequate service levels, including but not limited to any Service Outages, and under no circumstances shall a Service Outage be deemed a breach of this Agreement by Company. In no event shall Customer be entitled to any credit on its Colocation charges to the extent that the Downtime is caused by Customer attempting to exceed 80% of the amps of their power circuit, or otherwise violating the terms of this Agreement. Customer will not be entitled to a credit for any circuit overload or breaker trip due to Customer pulling in excess of 80% of the amps of a power circuit. Service Outage Credits will not be credited or payable for any period of time during which Company personnel or contractors are denied access to Customer Locations to remedy a Service Outage. Service Outage Credits will not be credited or payable for any period of time during which Customer does not make technically knowledgeable personnel available to work with the Company NOC to resolve issues.

9.6. All Service Outage Credits will be credited on the next recurring invoice for the affected Colocation Service after receipt of Customer’s request for credit. The aggregate maximum Service Outage Credit payable in a given calendar month shall not exceed the Monthly Recurring Charge for Colocation payable by Customer to Company for that same month for the affected Colocation Service.

9.7. Unless otherwise specified, if a Service Outage lasts longer than fifteen (15) days for any reason other than Force Majeure, then at any time thereafter, unless and until such Service Outage is corrected, either Party may terminate this Agreement with respect to the affected Colocation Service specified in an Order Form by written notice of termination delivered to the other Party.

9.8. In the event that Company dispatches personnel for a Colocation Service Outage or problems caused by Customer equipment or personnel, Company will invoice and Customer agrees to pay Company’s actual costs for time and travel associated with the dispatch.

This Uplink Service Supplement is effective on the last date of execution below (“Supplement Effective Date”) by and between cloudandmetal, LLC. (“Company”) and Customer and is attached to and made a part of the Master Products and Services Agreement, by and between the Parties. Unless otherwise defined herein, capitalized terms in this Supplement shall have the definitions attributed thereto in the General Terms and Conditions.

1. ADDITIONAL DEFINITIONS

“Anti-Spam Policy” means that portion of the Company’s AUP which addresses the sending of Spam (as such term is defined below) by the Customer. For purposes of this Agreement, the Company’s Anti-Spam Policy shall cover and include the listing of any Customer, Customer-owned domains, or Customer-owned web sites on SpamHaus, the SpamHaus ROKSO list, or on Spam Cop, and shall also include the receipt of any spam complaints from either Spam Cop or SpamHaus, whether said complaints are legitimate or not. For purposes of this Agreement, the occurrence of any of these events shall be considered to be a violation of the Company’s Anti-Spam Policy.

“AUP” means the Company’s Acceptable Use Policies as published on the Company’s website from time to time, and which are incorporated into this Agreement by reference.

“Bandwidth” means the amount of bits per second transferred over the Company Network from and to Customer’s server(s);

“Burst” Bandwidth means the amount of Bandwidth in excess of Customer’s committed Bandwidth level as further defined in Section 7, below;

“Customer Location” refers to a location specified in an Order Form and connected by Company provisioned metro area network connectivity or Company provisioned in-building network connectivity whereby Customer connects to receive Uplink Service;

“Demarcation Point” means the termination point up to which Company is responsible to install the Company Network, as more fully described in Section 3.2;

“Spam” means the sending of bulk commercial e-mail, whether said bulk commercial e-mail is opt-in or not.

“TOS” means the Company’s Terms of Service, as published on the Company’s web site from time to time, and which are incorporated into this Agreement by reference.

“Uplink Service” means IP connectivity and Bandwidth provisioned by Company to Customer pursuant to an Order Form;

“Company Location” refers to a location specified in an Order Form and connected by Company provisioned connectivity whereby Company connects to the Company Network.

2. SERVICES

2.1. Uplink Service. Subject to the terms and conditions contained herein, Company will provision to Customer the Uplink Service pursuant to an Order Form providing Customer connectivity of its server(s) located at the Customer Location to the Company Network to enable the transfer of Bandwidth on terms specified in an Order Form. The Term shall be specified on each Order Form and shall begin on the Commencement Date specified therein.

2.2. Commencement Date. The Commencement Date for each Order Form is the date Company notifies Customer that Uplink Service is activated to Customer Demarcation Point. If activation is delayed as a result of Customer’s failure to obtain the necessary (i) CPE (defined in Section 3.1), (ii) In-Building Facilities (defined in Section 3.3) or (iii) Location License(s) (defined in Section 4.1), Company will give Customer written notice to cure such failure within five (5) calendar days. If Customer fails to cure within the five (5) calendar day period, Company may elect to (i) invoice Customer, which Customer agrees to pay, Company’s non-recurring and recurring costs that relate to the installation of Company Network to support the ordered Uplink Service, plus twenty (20%), reassign the Customer’s assigned ports at the Company Internet Service Exchange, and terminate the related Order Form.

3. INSTALLATION AND MAINTENANCE

3.1. Customer must procure and maintain, at its sole cost and expense, all necessary customer premise equipment or facilities (“CPE”), which are technically compatible to the Uplink Service and related Company Network.

3.2. Company or its agents will extend the Company Network to the Demarcation Point at each Customer Location. Unless otherwise specified in the Order Form, the Demarcation Point is a 10/100Mbps Fast Ethernet cable, 1000Mbps Copper or Fiber Gigabit cable, splice enclosure, or copper or fiber termination panel located (i) in the Customer’s co-location cabinet, (ii) in the basement or at the Company point of presence within a building, (iii) at the Company termination point within a central office, or (iiii) in the zero or last serving manhole serving a building for cases where Company does not gain access into such building.

3.3. Customer must procure, at its sole cost and expense, all necessary riser conduit, optical fiber strands, copper cable, switches, routers, hubs, and any other inside plant facilities (“In-Building Facilities”), within each Customer Location, to access and interconnect its own facilities with the Uplink Service. In the event that the Parties agree that Company will terminate the Company Network at a termination point beyond the Demarcation Point, Company will (i) perform a feasibility study (“Feasibility Study”), (ii) engineer and (iii) install the necessary In-Building Facilities (collectively (“In-Building Work”), for at least Company’s actual costs plus twenty percent (20%), which shall be separately invoiced.

3.4. Company or its agents will perform all maintenance and repairs to the Company Network up to the Demarcation Point at no additional charge to Customer, unless such maintenance or repair is necessary as a result of Customer’s actions. Customer is not permitted to access the Company Network except at Customer’s side of the Demarcation Point as provided in this Agreement.

3.5. Company may subcontract all or part of its performance obligations (including maintenance and installation) to a third party without consent of Customer, and Company will remain liable for all such obligations.

4. ACCESS AND APPROVALS

4.1. Customer acknowledges and agrees that it is ultimately responsible to obtain and maintain, for the duration of the related Order Form Term any necessary third party licenses, approvals or permissions (“Location License(s)”) for Company to extend the Company Network to the Demarcation Point at the Customer Location and install and/or utilize the necessary inside plant facilities, including, without limitation, power, riser conduit, copper cabling, and fiber optics. Such Location License(s) must include access and distribution rights (if required) and installation, maintenance and retrieval of any Company Network. Alternatively, the Parties may agree that Company will arrange to obtain, on Customer’s behalf, all or a portion of the necessary Location License(s) in consideration for Customer paying Company a license fee (“Location License Fee”).

4.2. Customer agrees to pay any and all fees, recurring and/or non-recurring, (i) associated with obtaining and maintaining the rights specified in Section 4.1, above, and (ii) assessed by any building owner, landlord or other third party for the necessary license, approval and/or permission to install Company Network to or within (if applicable) a Customer Location.

5. AUTHORIZATIONS

5.1. Prior to the Commencement Date of Uplink Service, Company will obtain all material and applicable authorizations, leases, licenses, easements, rights of way, franchises, approvals, permits, orders, consents, and all other rights required for Company to operate and maintain the Company Network and provide the Uplink Service to Customer (collectively the “Authorizations”), and will use commercially reasonable efforts to maintain or renew all such Authorizations throughout the term of the Order Form. If any Authorizations are modified or terminated, threatening to cause or causing material financial harm to Company, or preventing or materially interfering with Company’s control, possession and/or use of the Company Network, then Company, may in sole discretion terminate this Agreement with respect to the affected Order Form without further obligation or liability to Customer. The foregoing is Company’s sole and exclusive liability and Customer’s sole and exclusive remedy with respect to termination as a result of the loss of an Authorization.

5.2. Company is providing the Uplink Service for Customer’s exclusive use. Customer shall have no right or interest in any of the Company’s network other than the right to use the Company’s network in connection with the Uplink service during the specified Term while Customer is not in breach hereunder.

5.3. Company may inspect Customer’s interconnection with the Uplink Service at any time without prior notice by Company.

5.4. Customer may not, without the express written consent of Company, perform, or contract with any third party to perform, any repairs or maintenance to the Company Network. Customer will not install any equipment to be used with the Uplink Service that damages or interferes with the Company Network or the Company’s customers.

5.5. If all or part of the Uplink Service or Company Network requires restoration, replacement or repair by reason of an act or omission of customer, its employees, agents, or contractors, such repair, replacement and/or restoration may be made by Company, at Customer’s sole expense, in accordance with Company’s then current time and materials rates plus Applicable Taxes. In addition, Customer will not receive any Service Outage Credit (defined below) by reason of the foregoing.

6. OUTAGES; SERVICE LEVEL AGREEMENT (“SLA”) FOR UPLINK SERVICE

6.1. Company guarantees to provide 100% network availability by continuous remote monitoring of the Company Network backbone. Customer may notify Company’s Client Service Center (“CSC”) of problems by telephone at (800) 561-2656, by the Company’s support ticket desk at http://support.gigenet.com, or by such other means as the Parties may agree. Provided that a Service Outage (defined below) is not attributed to a failure of Customer-provided equipment (“CPE”) or Customer-provided infrastructure, Company will respond and commence work within fifteen (15) minutes after notification or discovery of a Service Outage.

6.2. Service Outages. A “Service Outage” is defined as Packet Loss in excess of fifty percent (50%), based on Company’s measurements, or complete interruption of communications on the Uplink Network, provided it is not caused by or resulting from (i) Force Majeure; (ii) an act or omission of Customer, its employees, agents or contractors; (iii) the use or failure of any CPE or In-Building Facilities used in connection with the Uplink Service; or (iv) planned outages for maintenance or repair that are scheduled in advance by Company;

6.3. Service Outage Credit. Customer is entitled to a Service Outage credit (“Service Outage Credit”) equal to a percentage of their Monthly Service Charge as outlined in the following table, based on the total aggregate amount of Service Outages during the same calendar month:

Availability Credit Percentage

<100% = 0%

<99.99% = 5%

<99.9% = 10%

<98% = 50%

<95% = 25%

<90% = 100%

The “Monthly Service Charge” is an amount equal to Customer’s total monthly recurring Uplink Service charges, but does not include incidental charges (i.e. Burst Bandwidth charges).

6.4. Customer Request Credit. Customer must notify Company in writing within five (5) business days from the time Customer becomes eligible to receive a credit. Failure to comply with this requirement will forfeit Customer’s right to receive a credit.

6.5. Limitation on Remedies. Company’s suspension or modification of Bandwidth in accordance with the terms of this Agreement shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. The Service Outage Credit and Customer’s right to terminate under section 6.8 are Company’s sole and exclusive liability and Customer’s sole and exclusive remedy for any failure by Company to provide Uplink Service or adequate service levels, including but not limited to any Service Outages or Company Network congestion, and under no circumstances shall a Service Outage be deemed a breach of this Agreement by Company. In no event shall Customer be entitled to any credit on its Bandwidth charges to the extent that the latency or Downtime is caused by Customer attempting to exceed the maximum bandwidth of Customer’s connection to the Company Network or otherwise violating the terms of this Agreement. Service Outage Credits will not be credited or payable for any period of time during which Company personnel or contractors are denied access to Customer Locations to remedy a Service Outage. Service Outage Credits will not be credited or payable for any period of time during which Customer does not make technically knowledgeable personnel available to work with the Company NOC to resolve issues.

6.6. All Service Outage Credits will be credited on the next recurring invoice for the affected Uplink Service after receipt of Customer’s request for credit. The aggregate maximum Service Outage Credit payable in a given calendar month shall not exceed the Monthly Recurring Charge for Bandwidth payable by Customer to Company for that same month for the affected Uplink Service.

6.7. Unless otherwise specified, if a Service Outage lasts longer than fifteen (15) days for any reason other than Force Majeure, then at any time thereafter, unless and until such Service Outage is corrected, either Party may terminate this Agreement with respect to the affected Uplink Service specified in an Order Form by written notice of termination delivered to the other Party.

6.8. In the event that Company dispatches personnel for a Uplink Service Outage or problems caused by Customer equipment or personnel, Company will invoice and Customer agrees to pay Company’s actual costs for time and travel associated with the dispatch.

7. BURST BANDWIDTH

Billing for Burst Bandwidth will follow the “95th percentile” rule: Usage samples will be collected and sorted from highest to lowest and the top 5% discarded. The next highest sample (the 95th percentile number) will then be used as the basis in computing the charge for the month for incremental Bandwidth beyond the committed level. Charges for Burst Bandwidth are recurring and will be billed after the end of the month.

8. DENIAL OF SERVICE

Customer will be fully responsible for any charges resulting from Bandwidth use caused by Denial of Service attacks. Company may, at the request of the Customer, provide Denial of Service attack mitigation services, terms of which will be outlined on the Order Form. Customers undergoing Denial of Service attacks waive their right to Service Outage Credits for downtime caused directly or indirectly by Denial of Service attacks.

9. RESTRICTIONS

9.1. Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by any government within whose jurisdiction Customer operates or does business.

9.2. No Resale. Customer may not resell the Uplink Service, including but not limited to the Bandwidth. For purposes of this Section, the provisioning of web-hosting or application service hosting on Customer’s equipment and/or ISP service is not considered reselling the Bandwidth. Customer hereby indemnifies Company against any harm or any claims arising out of acts or omissions of any customers of Customer or other third parties using Customer’s equipment or service that is the subject of this Agreement.

9.3. Acceptable Use; SPAM. Customer will at all times comply with and conform its use of the Service to the Company’s AUP, TOS, and Anti-SPAM Policy (collectively, the “Company Policies”) as set forth at the Company website, and updated from time to time, subject to notice to Customer of any material changes. In the event Customer violates the Company Policies where Company determines in its reasonable discretion that there is potential harm to its Network or business, Company shall have the right to immediately suspend Service. In other cases of violation of the Company Policies, Company will provide notice and opportunity to cure, to the extent Company deems reasonably appropriate, depending on the nature of the violation, the availability of the Customer and whether or not there has been a repeat violation. Company, in its reasonable discretion, shall re-enable the Service upon satisfaction that all violations have ceased and with adequate assurance that such violations will not occur in the future.

9.4. Illegal Use. Customer will cooperate in any investigation of Customer’s alleged illegal use of Company’s facilities or other networks accessed through the Company Network. If Customer fails to cooperate with any such investigation, Company may suspend Customer’s Service. Additionally, Company may modify or suspend Customer’s Service in the event of illegal use of the Company Network or as necessary to comply with any law or regulation, including the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512, as reasonably determined by Company.

9.5. Other Networks. Customer is responsible for paying any fees, obtaining any required approvals and complying with any laws or usage policies applicable to transmitting data beyond the Company Network and/or through other public and private networks. Company is not responsible or liable for performance or non-performance of such networks or their inter-connection points.

9.6. Company Equipment. Customer shall have no right or interest in any Company-supplied equipment other than the right to use such equipment during the specified term while payments are current. Customer shall be liable to Company for any damage to such equipment caused by Customer or Customer’s representatives, agents or employees. Company shall not be liable for damage to, or loss of any of Customer equipment resulting from any cause, other than Company’s negligence or willful misconduct and then only in an amount not to exceed the replacement value of the damaged equipment.

Legal Information

Cancellation and Refund Policy