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Cloud Services Agreement Template
Cloud Services Agreement Template
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1. DEFINITIONS
1.1 "Services" refers to the cloud services provided by the Provider, which include but are not limited to
data storage, data processing, and data transfer services. The specifics of these services, including the
scope, quality, and manner of delivery, will be as mutually agreed upon by the parties and may be
further detailed in subsequent sections of this Agreement.
1.2 "Customer Data" refers to all data, information, and other materials that Customer uploads or
transfers into the Services.
2.2 The Customer will not use the Services in any manner that could damage, disable, overburden, or
impair the Services, or interfere with any other party's use and enjoyment of the Services.
3.2 The Provider will make the Services available to the Customer 24 hours a day, 7 days a week, except
for planned downtime for system maintenance (for which the Provider will provide at least 24 hours'
notice and which will be scheduled during low-usage hours), or for any unavailability caused by
circumstances beyond the Provider's reasonable control, such as acts of God, acts of government,
floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service
provider failures or delays, or denial of service attacks.
3.3 The Provider will provide Customer with technical support services from Monday to Friday, 9:00 AM
to 5:00 PM Eastern Time, excluding federal holidays. The Provider will respond to support requests
within 24 hours.
5. CUSTOMER DATA
5.1 The Customer retains all rights, title, and interest in and to the Customer Data.
5.2 The Provider will not access or use Customer Data, except as necessary to provide the Services, or
as required by law.
5.3 The Provider will implement reasonable safeguards to protect Customer Data from unauthorized
access, use, alteration, or disclosure. However, the Provider cannot guarantee that unauthorized third
parties will never be able to defeat those measures or use Customer Data for improper purposes.
6.2 The fees will be payable monthly in advance, and the Provider will issue an invoice to the Customer
for each payment.
6.3 The Customer will pay each invoice within 30 days of its receipt.
7.2 Either party may terminate this Agreement immediately upon written notice if the other party
breaches any material term of this Agreement and fails to cure that breach within 30 days after receipt
of written notice of the breach.
8. LIABILITY
8.1 The Provider's total liability for any claim arising out of or relating to this Agreement will not exceed
the amount of fees paid by the Customer to the Provider during the 12 months immediately preceding
the event that gave rise to the claim. This limit applies collectively to the Provider and its affiliates,
officers, employees, agents, suppliers, and licensors.
9. INDEMNITY
9.1 The Provider shall indemnify and hold harmless the Customer from and against all claims, liabilities,
damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with any
breach of this Agreement by the Provider.
10. CONFIDENTIALITY
10.1 Each party undertakes to keep confidential all information (written or oral) concerning the
business and affairs of the other that it obtains or receives as a result of the discussions leading up to
or the entering into of this Agreement.
12. GENERAL
12.1 This Agreement constitutes the entire agreement between the parties and supersedes any
previous agreement or understanding.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
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Email of signatory: [empty member email] Email of signatory: [empty member email]