Terms of Service

These Terms of Service, together with the OptiCloud Privacy Policy (collectively, the "Agreement”), apply to the solutions and services provided by OptiCloud Inc. to customers who have signed an Order Form (“Customer” and “Order Form”,respectively):

Services: Subject to the timely payment of all applicable fees, OptiCloud Inc. will provide the Customer with cloud infrastructure management services based on OptiCloud’s proprietary cloud infrastructure and automated software deployment solution (the "Services”) and mapping of the Customer’s cloud resources and deployment to the cloud created as part of the Services (“Deliverables”), all as further detailed in the applicable Order Form. OptiCloud Inc. hereby grants the Customer the right to access the solution and use the Services for its own internal use and purpose, during the Term set out in the Order Form.

Warranties and Representations: Each party hereby warrants and represents that it is authorized to enter into this Agreement. The Customer warrants and represents that it has all rights and has obtained all permits, consents, authorizations, and has no limitations, obligations, or restrictions whatsoever which restrict or prevent the Customer from providing OptiCloud Inc. with the information, source of root, and credentials required for the purpose of providing the Services and for the performance of the Services and creation of the Deliverables (including but not limited to the mapping of Customer's cloud resources and automating the deployment to the Customer’s cloud by software).

Payment: In consideration for the Services and rights to the Deliverables, the Customer shall pay OptiCloud Inc. the fees set forth in the Order Form. The Customer shall pay allfees under the payment terms set out in the Order Form. The fees are exclusive of VAT,sales tax, or other taxes, which will be borne by the Customer (except for taxes on OptiCloud Inc.’s income). Without prejudice to its other remedies, OptiCloud Inc. shallhave the right to charge interest on any overdue invoices at the rate of 1½% per month(or the maximum rate permitted under applicable law, if lower) from the date when payment of the invoice becomes due for payment up to and including the date of actual payment.

Confidential Information: Personal Information: During the term of the Agreement, each party may have access to certain non-public or proprietary information or materials of the other party (the “Recipient” and the “Discloser“, respectively), whether in tangible or intangible form (“Confidential Information“). Confidential Information will not include information or material which the Recipient can demonstrate was already lawfully in the public domain or rightfully known to the Recipient without confidentiality restrictions. The Recipient agrees to use the Discloser’s Confidential Information solely for the purpose of performing its obligations and/or exercising its rights under this Agreement and will not disclose Confidential Information to any third party, except as otherwise permitted under this Agreement.

Ownership: The materials provided by the Customer to OptiCloud Inc., the Customer’s Confidential Information, and the Deliverables shall be owned by the Customer.- OptiCloud Inc.'s solution and methods of performing the Services, all rights, title, and interest in and to the OptiCloud Services, the Confidential Information, and allimprovements, enhancements, and derivatives of any of the foregoing and all intellectual property rights thereto (“OptiCloud IPR”) are exclusively owned by OptiCloud Inc. and/or its licensors. All feedback and suggestions provided to OptiCloud Inc. regarding the Solution or the Services shall be deemed OptiCloud IPR.

Indemnification: OptiCloud Inc. shall defend the Customer against any third-party claim or demand alleging that the OptiCloud technological solution infringes the intellectual property rights of a third party. OptiCloud Inc. shall indemnify and hold the Customer harmless against any damages or liabilities finally awarded or agreed in settlement.- The Customer shall defend OptiCloud Inc. against any third-party claims or demands related to Customer-provided materials or breach of Customer’s warranties. The Customer shall indemnify and hold OptiCloud Inc. harmless against any damages or liabilities.

Disclaimer: EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES ANDDELIVERABLES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANYKIND, EITHER EXPRESS OR IMPLIED. OPTICLOUD INC. DISCLAIMS ALLWARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

Limitation of Liability: EXCEPT FOR CLAIMS ARISING FROM BREACH OFCONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANYINDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISINGOUT OF THIS AGREEMENT. OPTICLOUD INC.’S AGGREGATE LIABILITY SHALLNOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TOOPTICLOUD INC. DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THEEVENT GIVING RISE TO THE CLAIM.

Term and Termination: This Agreement shall be effective for the term set forth in the Order Form. Either party may terminate this Agreement upon a thirty (30) days’ notice for breach unless the breach is cured. Upon termination, each party shall return or delete the other party’s Confidential Information.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. This Agreement constitutes the entire agreement between the Customer and OptiCloud Inc. regarding the subject matter herein. This Agreement may only be modified inwriting, signed by both parties. OptiCloud Inc. reserves the right to update its terms and conditions from time to time, and it’s the customers responsibility to read those updates as they are made publicly available on their website.