Terms and Conditions · goCloudOffice

These Terms and Conditions (this "Agreement") govern all services provided by goCloudOffice, Inc. ("goCloudOffice") to Company, including Subscription Services, consulting and professional services, and Prepaid Labor Packages.

1. Definitions

1.1 "Company" means the business entity and individual that (a) signs a goCloudOffice Workorder or Project Assignment, (b) subscribes to a goCloudOffice Subscription Service via www.gocloudoffice.com or by invoice, (c) purchases a Prepaid Labor Package, or (d) sends an email to the goCloudOffice support ticket system or submits a support request form via www.gocloudoffice.com.

1.2 "goCloudOffice Component" means any system architecture, software, process, algorithm, or other Intellectual Property of goCloudOffice which goCloudOffice develops or delivers in conjunction with the Services hereunder, and all Derivative Works based thereon.

1.3 "Workorder" means either a workorder paper form signed by both parties, an email sent by Company to the goCloudOffice support ticket system, or a support request form submission by Company via www.gocloudoffice.com.

1.4 "Deliverable" means any specific, unique deliverable created by goCloudOffice according to Company's specifications as set forth within a Project Assignment agreed upon by the parties, or the delivery of Services.

1.5 "Derivative Work" means any modification or extension of any current invention, process, algorithm, software program, trade secret, other work of authorship, or other Intellectual Property right.

1.6 "Intellectual Property" means copyright rights in any and all copyrightable works (including, without limitation, rights in written work, designs, pictures, videos, graphics, artwork, software, moral rights, authors rights, and the exclusive, worldwide right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, trade dress and look and feel), patent rights (including, without limitation, the exclusive right to make, have made, use and sell), trade secret rights (including, without limitation, formulae, system architecture information and designs, network information and designs, processes, techniques, ideas, artwork, algorithms, rights to technical developments, designs, business methods, business processes and inventions whether or not patentable), right of publicity, contract and licensing rights, goodwill, know-how, any invention or other new or useful art, discovery or improvement, and all other intellectual property and intangible rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States and/or any other state, country or jurisdiction.

1.7 "Services" means the services provided hereunder, including Subscription Services, consulting and professional services performed pursuant to any Workorder or Project Assignment, and services delivered under a Prepaid Labor Package.

1.8 "Effective Date" means, for a Workorder or Project Assignment, the work or agreement start date stated on the approved Workorder or Project Assignment; for a Subscription Service, the subscription start date; and for a Prepaid Labor Package, the package purchase date.

1.9 "Subscription Service" means a recurring service offered by goCloudOffice on a per-Managed-Computer, per-month basis, including the 360SmartIT Department℠ subscription, whether purchased self-serve via the goCloudOffice website or by invoice.

1.10 "Managed Computer" means a laptop, desktop, or workstation enrolled in goCloudOffice management under a Subscription Service. Network equipment, servers, mobile phones, and unenrolled bring-your-own devices are excluded from the Managed Computer count.

1.11 "Prepaid Labor Package" means a package of prepaid labor credit, denominated in credit dollars, purchased by Company for application against future goCloudOffice labor as described in Section 4.

1.12 "Customer Data" means data provided to goCloudOffice by or on behalf of Company in connection with the Services, including support ticket content, device and configuration data for Managed Computers, and account information.

2. Project Assignments

2.1 Meetings. The Project Managers shall schedule regular meetings, to be held either remotely or in person, at mutually agreeable times and locations during the term hereof, to be participated in by personnel of each party, to discuss the status of each Project Assignment. The party calling the meeting will provide reasonable notice for meetings it wishes to hold. Company will reimburse goCloudOffice's travel and subsistence expenses associated with the attendance of goCloudOffice personnel at meetings which are held in person. "Project Manager" means the primary contact person designated by each party, in writing, who will coordinate the activities of the parties hereunder. Each party may change its designated Project Manager from time to time by written notice.

2.2 Target Delivery Dates. goCloudOffice will use commercially reasonable efforts to meet the target delivery dates set forth within each Project Assignment or Workorder. Such completion dates are estimates only.

2.3 Cost Estimates. Unless a project is specified as a Fixed-Price Project, all cost estimates are estimates only and the final cost may vary. Unless otherwise stated, any cost estimates and/or price quotes are valid for ten (10) days from the date of the cost estimate and/or price quote.

2.4 Authorization Before Billing. Hourly consulting work is performed and billed only after Company has authorized it through an approved Workorder or Project Assignment. Hourly work is billed in five (5) minute increments at goCloudOffice's then-current published or quoted rates for the applicable engineer tier, unless a different rate or increment is agreed in writing.

3. Subscription Services

3.1 Subscription Terms Offered. Subscription Services are offered on the following term options: (a) month-to-month, available for fleets of up to twenty-five (25) Managed Computers; (b) annual, billed monthly; and (c) annual, prepaid. Fleets larger than twenty-five (25) Managed Computers require an annual term. Current pricing, volume tiers, and term discounts are published at www.gocloudoffice.com/pricing or stated in the applicable order or invoice.

3.2 Per-Computer Billing. Subscription fees are calculated per Managed Computer per month based on the number of Managed Computers enrolled during the billing period. Computers added during a billing period are prorated. When the Managed Computer count crosses a published volume-tier threshold, the applicable per-computer rate adjusts automatically.

3.3 Cancellation by Company. Company may cancel a Subscription Service as follows:

(a) Month-to-month subscriptions may be canceled at any time, effective at the end of the current billing period, with charges prorated accordingly.

(b) Annual subscriptions (billed monthly or prepaid) may be canceled with sixty (60) days' written notice. For prepaid annual subscriptions, goCloudOffice will refund the unused full months remaining after the effective cancellation date.

Written notice may be given through the customer portal, by email to goCloudOffice support, or by mail to the address in Section 21.3.

3.4 Suspension for Nonpayment. goCloudOffice may suspend a Subscription Service if Company's account is past due and the failure to pay is not cured within ten (10) days after written notice. During suspension, goCloudOffice has no obligation to provide the Subscription Service, and subscription fees continue to accrue. goCloudOffice will reinstate the Subscription Service promptly upon payment of all undisputed past-due amounts. Suspension is in addition to, and is not a waiver of, goCloudOffice's termination and collection rights.

3.5 Renewal. Annual subscriptions renew for successive annual terms at the then-current published rates unless either party gives notice of non-renewal at least sixty (60) days before the end of the then-current term. Month-to-month subscriptions continue until canceled.

3.6 Changes to Subscription Services. goCloudOffice may improve or modify the features of a Subscription Service from time to time, provided that no modification during a paid term will materially reduce the core functionality of the Subscription Service.

4. Prepaid Labor Packages

4.1 Nature of Credit. A Prepaid Labor Package grants Company a stated amount of labor credit, denominated in U.S. dollars, in exchange for a discounted prepayment. Credit is drawn down against goCloudOffice's then-current list rates for the applicable engineer tier, in five (5) minute increments.

4.2 Future Labor Only. Prepaid Labor Package credit applies only to labor performed on or after the package purchase date. Credit may not be applied to open invoices, pre-existing invoices, or any labor performed before the package purchase date, under any circumstances.

4.3 Labor Only. Prepaid Labor Package credit applies to labor charges only. Credit may not be applied to Subscription Service fees, hardware, software licenses, third-party costs, taxes, or expenses.

4.4 Validity Period. Prepaid Labor Package credit is valid for twelve (12) months from the package purchase date. Unused credit expires at the end of the validity period and is non-refundable. goCloudOffice will provide consumption and pre-expiry notices as a courtesy; expiration is effective regardless of whether a notice was received.

4.5 Draw-Down Order. Where Company holds credit from multiple packages, credit is consumed on a first-purchased, first-consumed basis, and a draw may consume credit only from packages whose purchase date is on or before the date the labor was performed.

4.6 Non-Transferable. Prepaid Labor Package credit is personal to Company and may not be transferred, assigned, resold, or redeemed for cash.

5. AI Services

5.1 AI-Augmented Support. goCloudOffice uses artificial intelligence, including AISA, goCloudOffice's AI support assistant, to augment service delivery. AISA processes support ticket content and related Customer Data in order to triage, respond to, and resolve support requests.

5.2 No Model Training. goCloudOffice does not use Customer Data to train AI models.

5.3 Processing Location and Confidentiality. AI processing of Customer Data occurs in the United States. Customer Data processed by AI systems is Confidential Information of Company under Section 11 and is protected accordingly.

5.4 Human Oversight. AI-augmented support operates under goCloudOffice's supervision and quality program, and Company may request escalation to a human engineer at any time. goCloudOffice remains responsible for the Services regardless of the tooling used to deliver them.

6. Company Property

goCloudOffice acknowledges that Company's property includes all documents, such as drawings, designs, blueprints, manuals, notes, notebooks, reports, formulas, memoranda, records, files, computer programs, machine listings, data, and the like delivered to goCloudOffice by Company. goCloudOffice agrees to redeliver all Company property and all copies of Company property in goCloudOffice's possession to Company promptly upon Company's request or upon termination of this Agreement for any reason, except for one copy which goCloudOffice may retain for its records in its confidential files, and as Company may, by prior written permission, otherwise allow goCloudOffice to retain.

7. Relationship of Parties

goCloudOffice shall perform the Services under the general direction of Company, but goCloudOffice shall determine, in its sole discretion, the manner and means by which the Services are accomplished. goCloudOffice is an independent contractor, and neither party is an agent or employee of the other party or has the authority to bind the other party.

8. Proprietary Rights in Work Product and Data; License Rights

8.1 Rights in Deliverables. The rights relating to any Deliverables developed by goCloudOffice under this Agreement are as follows: effective upon delivery by goCloudOffice and acceptance and payment by Company for each Deliverable and all amounts due, goCloudOffice agrees to assign all right, title, and interest in the Deliverables delivered to Company under each Project Assignment; provided, however, that such assignment shall be subject to and consistent with the other provisions of this Agreement, including the remainder of this Section 8.

8.2 goCloudOffice Components. Company acknowledges and agrees that, notwithstanding Section 8.1, goCloudOffice retains all right, title, and interest and all ownership rights in any and all goCloudOffice Components embodied in the Deliverables delivered to Company under each Project Assignment. Effective and contingent upon acceptance by Company of the corresponding Deliverable(s) and full payment to goCloudOffice in connection with such Deliverables, goCloudOffice grants and Company accepts a worldwide, nonexclusive, nontransferable, royalty-free license to the goCloudOffice Components for use by Company solely as part of a Deliverable delivered to Company under the applicable Project Assignment or as part of a Company Product incorporating such Deliverables. Neither Company nor its sublicensees, contractors, or agents shall have any other rights whatsoever to the goCloudOffice Components.

8.3 Working Rights. Nothing in this Agreement shall restrict or prevent goCloudOffice from using any ideas, concepts, know-how, methodology, techniques, or other Intellectual Property related to the Services or Deliverables under this Agreement ("Working Rights"), provided that the use of any Working Rights does not infringe the patent, copyright, trademark, or trade secret rights of Company, or result in an intentional breach of Section 11 ("Confidentiality").

8.4 Right to Perform Consulting Services for Others. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall restrict or limit goCloudOffice from performing consulting or other services similar in nature to the Services provided hereunder for any third party, both during and after the term of this Agreement and any Project Assignment.

8.5 Noninterference. During the term of this Agreement and any Project Assignment hereunder, and for a period of one (1) year immediately following its termination, each party agrees not to solicit or induce any employee, independent contractor, consultant, or subcontractor to terminate or breach an employment, contractual, or other relationship with the other party.

8.6 Customer Data. As between the parties, Company owns all Customer Data. goCloudOffice uses Customer Data only to provide the Services, to maintain billing and service records, and as otherwise permitted by Section 11 and goCloudOffice's Privacy Policy.

9. Taxes

The fees set forth in a Project Assignment, subscription order, or Prepaid Labor Package do not include any sales or use taxes now or hereafter enacted, or, without limitation, any federal, local, or other governmental taxes which would normally be the responsibility of Company (and except for taxes based on goCloudOffice's net income), including duties, licenses, fees, excises, or tariffs, that are applicable to the Services ("Taxes"). Company agrees to pay and indemnify goCloudOffice against all Taxes, and any interest and penalties associated therewith, whether levied or invoiced at or after the time of goCloudOffice's performance.

10. Working Facilities and Information

Company shall supply to goCloudOffice, at Company's sole expense, access to the information, services, and systems as goCloudOffice shall reasonably request for performance of each Project Assignment or Subscription Service. goCloudOffice shall also be furnished with all facilities, information, services, systems, and support as are suitable and adequate for the performance of its duties, to the extent that applicable engagements require work to be performed at Company's facility.

11. Confidentiality

Each party ("Recipient") agrees to protect the confidential nature of the other party's ("Discloser's") Confidential Information with the same degree of care Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. "Confidential Information" means any information provided to Recipient by Discloser in connection with the Services which is confidential and proprietary to Discloser and conspicuously marked as confidential at the time provided by Discloser, or otherwise identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days thereafter. Notwithstanding the above, (a) goCloudOffice Components and goCloudOffice Intellectual Property, and (b) Customer Data, shall each be considered Confidential Information without the necessity of marking. Recipient may disclose Discloser's Confidential Information only to (i) those employees who have a need to know the information and who are assigned to or participating in the procurement or delivery of Services, or (ii) subcontractors and agents of Recipient who have a need to know the information to fulfill the purpose of the relevant engagement; provided, however, that each such employee, subcontractor, or agent shall be under a written obligation of nondisclosure at least as rigorous as the requirements of this Section. Notwithstanding anything to the contrary herein, neither party will have an obligation of confidentiality with respect to any information that (i) was in the public domain at or subsequent to the time it was communicated to Recipient by Discloser through no fault of Recipient; (ii) was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by the Discloser; (iii) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by the Discloser, as shown by clear and convincing written evidence; or (iv) is required to be disclosed by law, court order, or governmental authority, provided, however, that Recipient shall provide prompt written notice thereof to enable Discloser to seek a protective order or otherwise prevent such disclosure.

12. Approval

12.1 Paper Forms. Any Workorders or Project Assignments printed on paper are considered approved when signed by both Company and goCloudOffice.

12.2 Electronic Forms. Any Workorders or Project Assignments submitted by Company as an email to the goCloudOffice support ticket system, or as a support request form submission by Company via www.gocloudoffice.com, are considered approved after the goCloudOffice support ticket system has emailed a confirmation to Company and goCloudOffice has not canceled the ticket.

12.3 Online Orders. Subscription Services and Prepaid Labor Packages ordered through the goCloudOffice website are approved when Company completes checkout, and, when ordered by invoice, when Company pays the invoice or otherwise accepts it in writing.

13. Acceptance

Unless otherwise provided in the applicable Workorder or Project Assignment, Services and Deliverables associated with Workorders or Project Assignments performed hereunder shall be deemed accepted by Company upon delivery by goCloudOffice.

14. Payment for Services

14.1 Fees. Company shall pay goCloudOffice the fees for Services set forth within approved Workorders, Project Assignments, subscription orders, Prepaid Labor Package orders, or goCloudOffice's then-current pricing ("Current Pricing"), together with reimbursement for goCloudOffice's costs and expenses as provided therein. Unless agreed otherwise in writing, fees are calculated based on Current Pricing.

14.2 Payment Rails. goCloudOffice accepts payment (a) by card or other electronic payment through goCloudOffice's payment processor, including automatic recurring billing for Subscription Services purchased self-serve, and (b) by invoice.

14.3 Payment Terms. Unless agreed otherwise in writing, payment is due upon receipt of invoice. goCloudOffice may grant NET payment terms (for example, NET 15 or NET 30) to a Company in writing; where granted, payment is due within the stated number of days from the invoice date.

14.4 Late Payment. If Company fails to make timely payment of undisputed amounts, Company agrees to pay interest on the unpaid balance at the lesser of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by applicable law, plus a fifteen-dollar ($15) administrative charge for each late payment notice for undisputed charges sent to Company. One late payment notice may be sent each week after invoices become delinquent.

14.5 Separate Agreements. Each Workorder, Project Assignment, subscription order, or Prepaid Labor Package shall be considered a separate agreement, and a breach of obligations thereof shall not affect the Agreement as a whole or other engagements, except for a failure of Company to timely pay fees and expenses due under any approved engagement.

15. Warranties

15.1 Warranty of Performance. goCloudOffice warrants that it will perform the Services in accordance with generally accepted industry standards in effect at the time of such performance.

15.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 15.1, GOCLOUDOFFICE MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE DELIVERABLES, EXPRESS, IMPLIED, OR STATUTORY, AND GOCLOUDOFFICE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. IN THE CASE OF A BREACH OF WARRANTY BY GOCLOUDOFFICE, COMPANY'S SOLE AND EXCLUSIVE REMEDY SHALL BE, AT GOCLOUDOFFICE'S OPTION, (i) REPERFORMANCE OF THE DEFECTIVE SERVICES WITHOUT CHARGE FOR GOCLOUDOFFICE'S TIME EXPENDED, OR (ii) A PRO RATA REFUND OF THE FEES PAID TO DATE FOR THE APPLICABLE ENGAGEMENT.

16. Indemnification

16.1 Third-Party Claims. If Company develops a product, process, or service based in part on a Deliverable ("Company Product"), then Company assumes full responsibility for final review, testing, and approval of all features of any such Company Product. Unless otherwise agreed, this period for final review, testing, and approval for all features shall not exceed ten (10) business days. Company also assumes all responsibility for any information and/or specifications it provides to goCloudOffice regarding the Services and agrees that goCloudOffice may rely on such information and/or specifications without independent verification. Company assumes all responsibility for, and agrees to indemnify, defend, and hold goCloudOffice harmless from, any liabilities in connection with its or a third party's use of the Deliverables, and in circumstances where a third party alleges that (i) it has been damaged by a defect in a Company Product or (ii) a Company Product infringes its Intellectual Property rights. goCloudOffice may participate in any such defense or settlement with counsel of its own choosing at Company's expense.

17. Consequential Damages Waiver

GOCLOUDOFFICE SHALL NOT BE LIABLE TO COMPANY OR ANY OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOSS OF DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF GOCLOUDOFFICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Limitation of Liability

IN NO CASE SHALL GOCLOUDOFFICE'S AGGREGATE LIABILITY IN CONNECTION WITH ANY AND ALL ENGAGEMENTS OF WHATEVER NATURE, INCLUDING ANY SOFTWARE DEVELOPED PURSUANT THERETO, EXCEED THE LESSER OF (a) THE MONIES RECEIVED BY GOCLOUDOFFICE FROM COMPANY PURSUANT TO THE RELEVANT ENGAGEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY, MINUS ALL CLAIMS PREVIOUSLY PAID HEREUNDER, OR (b) FIFTY THOUSAND DOLLARS ($50,000). THIS LIMITATION IS CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS, AND THIS LIMITATION SHALL APPLY EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL FAIL OF THEIR ESSENTIAL PURPOSE.

19. Term and Termination; Survival

19.1 Term and Termination. This Agreement shall commence on the Effective Date and shall continue until terminated as follows:

(a) Either party may terminate a Project Assignment if a material breach of this Agreement is not cured within thirty (30) days after receiving written notice thereof;

(b) Either party may terminate a Workorder submitted via email or via electronic form at www.gocloudoffice.com at any time after such Workorder has been created, by responding to any email related to that specific Workorder with the term "TERMINATE REQUEST" written in the body of the response email. After such termination, Company will be obligated to pay for all services provided and expenses accrued by goCloudOffice in conjunction with that Workorder up to the point of termination;

(d) Either party may terminate this Agreement upon written notice to the other party if either party is adjudicated bankrupt, files a voluntary petition of bankruptcy, makes a general assignment for the benefit of creditors, is unable to meet its obligations in the normal course of business as they fall due, or if a receiver is appointed on account of insolvency;

(e) Either party may terminate this Agreement for its convenience upon thirty (30) days' written notice to the other if there is no outstanding Project Assignment or active Subscription Service in effect;

(f) goCloudOffice may terminate this Agreement and all Project Assignments, Workorders, and Subscription Services if Company fails to make payments due and payable to goCloudOffice and such failure is not cured within ten (10) days after receiving written notice thereof. Suspension under Section 3.4 does not limit this right.

19.2 Survival. Sections 4 ("Prepaid Labor Packages," as to accrued and expired credit), 8 ("Proprietary Rights in Work Product and Data; License Rights"), 9 ("Taxes"), 11 ("Confidentiality"), 15 ("Warranties"), 16 ("Indemnification"), 17 ("Consequential Damages Waiver"), 18 ("Limitation of Liability"), 19 ("Term and Termination; Survival"), 20 ("Dispute Resolution"), and 21 ("General Provisions") will survive any termination of this Agreement. Additionally, any and all payment obligations and payment-related provisions under this Agreement and any engagement shall survive termination.

20. Dispute Resolution

Except for actions based upon the nonpayment of money, or suit to compel compliance with this dispute resolution process, the parties agree to use the dispute resolution procedures in this Section for any controversy or claim arising out of or relating to this Agreement. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims related to this Agreement. The parties will promptly meet and confer with the goal of settling such dispute. If they are unable to reach a prompt, amicable agreement, the parties will submit the matter to non-binding mediation through the Judicial Arbitration and Mediation Service, Inc. ("JAMS"), through its San Jose, California office. JAMS will be requested to provide a mediator with expertise in technology and consulting agreements. Failing the resolution of their dispute by mediation, the dispute will be fully and finally settled by binding arbitration under the auspices of JAMS. Both the mediation and arbitration will be conducted in San Jose, California, in English. An arbitrator with a background in technology and consulting agreements shall be selected by the parties according to the rules of JAMS. The arbitrator will not have power or authority exceeding that of a superior court judge sitting without a jury, or to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the mediator, arbitrator, and JAMS. Any judgment by the arbitrator may be entered in any court of competent jurisdiction. Company agrees that any legal action in connection with this Agreement will be brought only in the state and federal courts located in Santa Clara County, California; the parties submit to the personal jurisdiction of such courts, and Company waives any right to seek a change of venue to any other court. If arbitration becomes necessary, the prevailing party shall be entitled to recover all reasonable costs, expenses, and attorney's fees related to the arbitration, which shall be made a part of the arbitration award.

21. General Provisions

21.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict-of-laws principles. Any legal action brought by Company in connection with this Agreement will be brought only in the state and federal courts located in Santa Clara County, California; the parties hereby submit to the personal jurisdiction of such courts, and Company waives any right to seek a change of venue to any other court. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement if otherwise applicable.

21.2 Severability; Headings; Counterparts. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will either be amended to achieve as nearly as possible the intent of the parties, or, if amendment is not possible, the offending provision shall be deemed struck, and the remainder of this Agreement will remain in full force and effect. The captions and other headings contained in this Agreement are for convenience only and shall not be considered a part of or affect the construction and interpretation of any provision of this Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

21.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (i) by personal delivery, when delivered personally; (ii) by overnight courier, upon receipt of written verification of receipt; (iii) by certified or registered mail, return receipt requested, upon verification of receipt, or five (5) days after deposit in the mail; or (iv) by electronic mail, upon confirmation of receipt or, for notices to goCloudOffice, upon ticket confirmation by the goCloudOffice support system. Notices to goCloudOffice shall be sent to: goCloudOffice, Inc., 99 Almaden Blvd, Ste 600, San Jose, CA 95113, or to the support or legal contact published at www.gocloudoffice.com. Notices to Company shall be sent to the addresses (postal and/or electronic) on file for Company's account or such other address as Company may specify in writing.

21.4 Publicity. Notwithstanding anything to the contrary in this Agreement, either party shall be free to disclose and publicize the existence (but not the terms) of a contractual relationship between the parties. Any substantive advertising, press releases, or other publicity which discusses a project under this Agreement, or goCloudOffice's role in the development of any Company Product under any Project Assignment hereunder, shall require the prior written consent of both parties.

21.5 Force Majeure. Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, epidemics, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party.

21.6 Waiver. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

21.7 Successors and Assigns. Neither party may assign its rights or obligations arising under this Agreement without the other party's prior written consent, except that goCloudOffice may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment shall be void. This Agreement will be for the benefit of the permitted successors and assigns, and will be binding on heirs, legal representatives, and permitted assignees.

21.8 Entire Agreement; Modification. These Terms and Conditions are incorporated into and form part of the goCloudOffice Master Services Agreement. In the event of any conflict, the order of precedence set out in the Master Services Agreement controls, and the entire-agreement provision of the Master Services Agreement governs. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing, except as provided in Section 21.9.

21.9 Valid Date; Revisions. These Terms and Conditions apply to all Services provided on or after the Effective Date provided in the header of this document. This document may be changed without prior notice for engagements not in effect at the time of revision; for Subscription Services, changes take effect at the start of the next renewal term, with notice provided before renewal. To obtain the most current revision of this document, go to www.gocloudoffice.com.