Advance2000 Terms and Conditions Agreement

This Terms and Conditions Agreement (“Agreement”) governs the business relationship between Advance2000 (“A2000,” “We,” or “Us”), a private cloud provider, and the Customer (“You” or “Your”). Collectively, Advance2000 and You are referred to as the “Parties.”

1. Scope of Services This Agreement governs all services provided by Advance2000, including but not limited to private cloud computing, telephony, virtual and physical desktops, servers, backups, colocation, equipment rentals, labor, remote support, custom software development, and installations (collectively, the “Services”). Services may include offerings provided by third-party providers, such as Microsoft, Sophos, NVIDIA, VMware, Broadcom, Omnissa, DUO, and others (“Third-Party Services”).
2. Incorporation of Additional Agreements This Agreement incorporates by reference the following documents, provided they do not conflict with these terms: a. Terms of Use b. Written agreements or purchase orders c. Mutual email exchanges confirming purchase orders d. Service Level Agreement (SLA) e. Privacy Policy f. Other policies issued by Advance2000 g. All Exhibits to this Agreement
3. Third-Party Services Advance2000 may provide Third-Party Services as part of the Services. You acknowledge and agree that: a. Third-Party Services are subject to the terms, conditions, and pricing set by the respective third-party provider (e.g., Microsoft, Broadcom, Omnissa, VMware, NVIDIA, Sophos, DUO). b. Advance2000 does not control pricing, terms, or modifications of Third-Party Services, including service interruptions or terminations. c. You are responsible for maintaining active accounts with third-party providers when required and complying with their terms and conditions. d. Any changes to Third-Party Services, including price increases, term modifications, or discontinuations, are your responsibility, and Advance2000 is not liable for such changes. e. Advance2000 will notify you of material changes to Third-Party Services when notified by the third-party provider, via website updates, email, or your customer portal.
4. Service Modifications Advance2000 may modify the Services at its sole discretion to maintain performance, security, or compliance. Material changes will be communicated via the Advance2000 website, your customer portal, email, or phone. Modifications to Third-Party Services are governed by Section 3.
5. Service Availability and Uptime Advance2000 will provide Services in accordance with the SLA, which specifies uptime commitments and remedies for downtime. Advance2000 is not liable for downtime caused by customer misconfigurations, third-party service interruptions, or Force Majeure Events.
6. Confidentiality a. Advance2000 owns all intellectual property and proprietary rights in the Services, including Advance2000 Cloud Services, source code, operating systems, hardware, software, and non-public business, technical, financial, or commercial information, deemed confidential whether or not labeled as such. b. You shall not disclose, use, or claim any right, title, or license to Advance2000’s confidential information without written consent. c. Both Parties shall protect each other’s confidential information using the same standard of care as their own and shall not disclose it without written authorization.
7. Your Data a. You retain sole ownership of data generated, processed, or stored by the Services (“Your Data”). b. Advance2000 may store, transfer, or process Your Data as necessary to provide the Services, subject to applicable privacy and security laws. c. Upon termination, Advance2000 may retain anonymized metadata for analytics purposes, provided it does not identify You or Your Data.
8. Data Sovereignty and Compliance a. Advance2000 will store and process Your Data in accordance with the data residency requirements specified in the Agreement or applicable law (e.g., GDPR, HIPAA). b. You shall notify Advance2000 of any regulatory or compliance requirements applicable to Your Data, and Advance2000 will use reasonable efforts to accommodate such requirements, subject to additional fees if applicable. c. You are responsible for ensuring Your use of the Services complies with applicable laws and regulations.
9. Security a. Both Parties shall implement reasonable technical and organizational measures to protect confidential information and prevent unauthorized access, disclosure, or loss. b. You shall implement endpoint security measures (e.g., antivirus, firewalls) to protect Your systems and data accessed via the Services. c. Each Party shall promptly notify the other of any security breach compromising proprietary or confidential information. d. Advance2000 may conduct security audits of Your use of the Services, and You shall cooperate fully with such audits. e. Advance2000 is not liable for security incidents caused by Your failure to follow security best practices or maintain secure credentials.
10. Disaster Recovery and Business Continuity Advance2000 maintains disaster recovery and business continuity plans to minimize service disruptions. However, Advance2000 is not liable for data loss or service interruptions caused by customer actions, third-party services, or Force Majeure Events. You are responsible for maintaining Your own backups unless otherwise specified in the Agreement.
11. Customer Obligations a. You shall maintain secure credentials and promptly report any unauthorized access to Advance2000. b. You shall comply with all third-party terms and conditions applicable to Third-Party Services. c. You shall use the Services lawfully and in accordance with Advance2000’s Acceptable Use Policy. d. You shall notify Advance2000 of any changes to Your regulatory or compliance requirements.
12. Equipment Rentals If You rent equipment from Advance2000: a. You shall keep the equipment secure, in good repair (normal wear and tear excepted), and return it upon Advance2000’s demand. b. You are responsible for all costs related to loss, damage, theft, or vandalism, including shipping, insurance, and repossession expenses. c. You shall not pledge, lien, or encumber the equipment. d. Avance2000 may terminate this Agreement immediately if You fail to make payments, file for bankruptcy, or cease business operations. e. Advance2000 provides no warranties on equipment except to replace non-functional equipment (per manufacturer specifications) not caused by Your acts or omissions.
13. Labor a. Labor services require a Statement of Work (SOW) specifying terms. b. You shall provide a safe working environment for Advance2000 personnel on Your premises, and Advance2000 personnel shall comply with Your reasonable safety and security policies. c. Advance2000 is an independent contractor, and its personnel are not entitled to Your employee benefits. d. You shall pay fees per the SOW and reimburse reasonable travel and related expenses with proper documentation. e. Advance2000 is not liable for delays due to Force Majeure Events (e.g., acts of God, labor disputes, supplier failures). f. Advance2000 warrants labor services for five (5) days from completion. Non-conforming services will be re-performed at Advance2000’s discretion, as Your sole remedy.
14. Colocation a. Colocation services include operation and maintenance of Your infrastructure as specified in the Agreement. b. Services are subject to the technical limitations of managed devices. c. Licenses procured by Advance2000 remain Advance2000’s property unless otherwise agreed. d. Advance2000 will use reasonable efforts to comply with backup preferences but is not liable for loss of backup data. e. You grant Advance2000 a non-exclusive, royalty-free license to digitize, copy, and archive Your data to perform the Services. f. Advance2000 is not liable for security breaches, viruses, hacked servers, or malicious activity caused by Your actions or third parties.
15. Fees and Payment a. Fees are outlined in the Agreement’s Exhibits, which Advance2000 may amend. b. Invoices are due as specified. You may dispute charges in writing with supporting documentation within fifteen (15) days of the invoice due date, paying undisputed amounts. Advance2000 will review disputes and issue a ruling within thirty (30) days. Disputed amounts are due five (5) days after the ruling. c. Non-payment constitutes a breach, allowing Advance2000 to discontinue Services, demand equipment return, and pursue collection costs, including attorney fees and 10% monthly interest (or the maximum legal rate). d. You are responsible for all taxes, licensing fees, and permits related to the Services, except where Advance2000 is legally obligated to collect taxes.
16. Third-Party Software a. You may rent software from third parties (e.g., Microsoft, Sophos, VMware) as part of the Services, subject to the third-party provider’s terms. b. Third-party software is not sold or distributed to You and may only be used with the Services. c. Pricing and terms for third-party software are set by the provider and subject to change without notice. Current pricing is available on Advance2000’s or the provider’s website. d. If unlicensed or improperly licensed third-party software is used, Your future Monthly Recurring Charge (MRC) will increase to reflect proper licensing, and You shall pay retroactive costs from the Agreement Start Date within thirty (30) days of invoicing. e. If an audit by Advance2000 or a third party reveals unlicensed use, You shall reimburse Advance2000 for all costs incurred and purchase sufficient licenses.
17. Agreement Start Date The Agreement begins on the date of Your first Monthly Recurring Charge (MRC) invoice, not the signature date.
18. Emergency Security Issues Advance2000 may suspend Services to address emergency security issues, with notice provided as soon as reasonably possible. Suspensions will be limited to the minimum extent and duration necessary.
19. Acceptable Use a. You may use the Services to store, retrieve, and serve lawfully obtained software, data, or content, subject to this Agreement and Advance2000’s Acceptable Use Policy. b. Advance2000 is not liable for Your content or actions arising from it. c. Prohibited activities include sending spam, pyramid schemes, chain letters, or engaging in illegal network activities (e.g., unauthorized probes, denial-of-service attacks). d. You are responsible for securing Your credentials and actions taken under Your account.
20. Service Changes a. You may adjust the number or size of Services, with billing adjusted accordingly. b. Reductions below the Minimum Monthly Commitment (MMC) result in billing at the MMC. c. Advance2000 may automatically expand storage at 95% capacity to maintain data integrity, which is not a material change.
21. Termination by You a. You may terminate with sixty (60) days’ written notice. b. Services cease on the sixty-first (61st) day, and You must return all Advance2000 equipment and property. c. An Early Termination Fee (remaining months x MMC + outstanding invoices) is due within thirty (30) days of the Termination Invoice. d. You have forty-five (45) days post-Termination Invoice to transfer data; data is deleted on the forty-sixth (46th) day unless an extension is requested and approved, subject to additional fees. e. Non-renewed Agreements incur a 1.3x MRC increase.
22. Termination or Suspension by Advance2000 a. Advance2000 may terminate or suspend Services “For Cause,” including payment default, illegal use, or security risks, with immediate effect for severe breaches. b. For non-severe breaches, Advance2000 provides ten (10) days to cure. c. Upon suspension, fees continue to accrue, and Services are discontinued. d. Upon termination, You remain liable for all fees, must return Advance2000 property, and pay all invoices, including collection costs.
23. Non-Solicitation During the Agreement and for three (3) years after, You shall not solicit or hire Advance2000 employees without written consent. Breaches incur liquidated damages equal to the greater of 24 months’ fees or the employee’s annual salary plus benefits.
24. Indemnification You shall indemnify Advance2000 and its affiliates against claims arising from Your use of the Services, breach of this Agreement, violation of third-party terms, or third-party claims related to Your content.
25. Disclaimers Services are provided “AS IS” without warranties, including for uninterrupted or error-free operation. Advance2000 disclaims all implied warranties (e.g., merchantability, fitness for purpose).
26. Limitation of Liability Advance2000 is not liable for indirect, incidental, or consequential damages, including those caused by Your misconfigurations or failure to follow security best practices. Total liability is limited to amounts paid for the Services in the four (4) months preceding a claim.
27. Custom Software Development Advance2000 owns intellectual property in custom software but grants You a royalty-free license to use it per the agreed proposal. Liability is limited to amounts paid for development.
28. Multi-Factor Authentication (MFA) You acknowledge cybersecurity risks associated with administrative MFA access, commit to enforcing MFA use, and indemnify Advance2000 against related claims.
29. Cybersecurity Insurance You are encouraged to maintain cybersecurity insurance to cover potential losses from security incidents. Advance2000 is not liable for losses that could have been mitigated by such insurance.
30. Dispute Resolution Disputes arising under this Agreement shall first be submitted to mediation in Erie County, New York, before proceeding to litigation. Each Party shall bear its own mediation costs.
31. Governing Law and Venue This Agreement is governed by New York law, with disputes adjudicated exclusively in Erie County, New York.
32. Severability Invalid provisions are severed, and the remaining Agreement remains in effect.
33. Assignability Advance2000 may assign its rights without Your consent. You may not assign without Advance2000’s consent.
34. Force Majeure Neither Party is liable for delays due to events beyond their control (e.g., acts of God, labor disputes, third-party service failures), except for Your payment obligations.
35. Notices All notices under this Agreement shall be in writing and delivered via email, certified mail, or courier to the addresses specified in the Agreement or as updated by either Party.
36. Survival Provisions regarding confidentiality, indemnification, limitation of liability, and payment obligations shall survive termination of this Agreement.