Terms and Conditions

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

All services provided by A2000, 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”). The Services may include third-party providers such as Microsoft, Sophos, NVIDIA, VMware, Broadcom, BMWare, Omnissa, DUO, Lumen, AT&T, Verizon, and similar providers (“Third-Party”).

1. INCORPORATION BY REFERENCE

1.1 Entire Agreement

This Agreement, together with all documents expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, representations, or agreements, whether written or oral.

1.2 Incorporated Documents

The following documents are incorporated herein by reference and form part of this Agreement (as amended from time to time by A2000):

1. Terms of Use: https://www.advance2000.com/terms-of-use/
2. All written purchase orders, quotes, order forms, or statements of work issued by A2000 and accepted by You
3. All executed DocuSign documents (Master Service Agreements, Order Forms, Addenda, Amendments)
4. Mutual emails that expressly confirm or amend pricing, scope, or terms
5. Service Level Agreement (“SLA”): https://www.advance2000.com/service-response-sla/
6. Privacy Policy: https://www.advance2000.com/privacy-policy/
7. Cloud Availability Policy: https://www.advance2000.com/cloud-availability/
8. All Exhibits, Schedules, Appendices, or Attachments

1.3 Order of Precedence

In the event of a conflict, the following order of precedence applies:

1. This Agreement.
2. Signed DocuSign or manually signed documents.
3. SLA, Terms of Use, Privacy Policy, Cloud Availability Policy, and other policies.

1.4 Updates

A2000 may update any incorporated document (other than signed DocuSign documents or purchase orders) by providing notice in the A2000 client portal. Continued use of the Services constitutes acceptance.

2. THIRD-PARTY

You acknowledge and agree that:

1. Third-Party components or products are governed by their own third-party terms.
2. A2000 has no control over third-party pricing, availability, or functionality.
3. You are responsible for reviewing and complying with all third-party terms.
4. A2000 is not liable for changes, interruptions, or discontinuation of Third-Party.
5. You are responsible for staying informed of and up to date with any material changes made by third parties.
6. A2000 shall have no liability arising from or related to any Third-Party components or products, regardless of whether such component is integrated, resold, or recommended by A2000.

3. THIRD-PARTY SOFTWARE

1. Third-Party Software is licensed directly between You and the third-party provider under its applicable license terms.
2. Pricing and terms are set solely by the provider and may change without notice.
3. Compliance and Retroactive Charges. You are responsible for proper licensing and for paying any retroactive fees.
4. A2000 and/or the third-party provider may audit Your usage, and You must cooperate.
5. You agree to indemnify, defend, and hold harmless A2000 from all claims related to Your use or misuse of Third-Party Components or Software.

4. SERVICE MODIFICATIONS

A2000 may modify the Services (“Modifications”) at any time.

1. A2000 will use commercially reasonable efforts to notify You of material changes.
2. Your sole remedy for a material change is termination of the Services. See section Termination by You below.
3. A2000 is not liable for damages arising from Modifications.
4. Continued use constitutes acceptance.
5. For avoidance of doubt, no modification, suspension, delay, or temporary continuation of the Services shall extend the term of this Agreement or create any renewal or holdover rights, all of which are expressly governed by Section 14.5 (Expiration of Agreement; No Implied Renewal).

5. SERVICE AVAILABILITY AND UPTIME

1. Services are provided in accordance with the SLA. https://www.advance2000.com/service-response-sla/
2. Service credits are Your sole and exclusive remedy as stated in A2000 Cloud Availability. https://www.advance2000.com/cloud-availability/
3. A2000 is not liable for downtime caused by:

• Your actions or misconfigurations
• Third-Party
• Scheduled maintenance
• Force majeure events
• Termination or suspension
• Emergency security modifications deemed necessary by A2000

6. CONFIDENTIALITY

1. A2000 Intellectual Property and Confidential Information (A2000 IP)All rights remain with A2000.
2. Your Obligations.You shall maintain strict confidentiality and not reverse engineer or claim rights.
3. Permitted Disclosure.Only to employees with a need to know under confidentiality obligations.
4. You are strictly prohibited from disclosing any A2000 intellectual property or providing access to the A2000 Client Portal to any third party.
5. Compelled Disclosure.Prompt notice to A2000 is required.
6. Return or Destruction.Upon request or termination.
7. Equitable Relief.A2000 may seek injunctive relief without proving damages.

7. YOUR DATA

1. Definition of Your Data.
   For purposes of this Agreement, “Your Data” means the digital content, files, documents, records, and information that You upload to, store in, or otherwise place on the Services. “Your Data” does not include:

• the underlying virtual desktop infrastructure (VDI), virtual servers, operating systems, software environments, or any virtual desktops or servers themselves; or
• any A2000 license keys, encryption keys, software keys, activation codes, product keys, or similar proprietary keys used in connection with the Services.

2. You retain all right, title, and interest in and to Your Data.
3. Processing Rights. You grant Advance2000 (“A2000”) a limited, non-exclusive, worldwide, royalty-free right to access, copy, store, transmit, process, and use Your Data solely as necessary to provide the Services.
4. Deletion; Liability. A2000 is not liable for any deletion, corruption, loss, or modification of Your Data performed in accordance with this Agreement, including during backups, system maintenance, service termination, or as otherwise permitted by this Agreement. You acknowledge that You are solely responsible for maintaining independent backups unless expressly provided under a purchased Service.
5. The rights and obligations in this Section 7 survive the termination or expiration of this Agreement.
6. “Your Data” also expressly excludes any system-generated data, logs, diagnostic data, templates, images, or configurations that are necessary to operate or support the virtual desktops or servers but do not contain user-provided content.

8. AUTOMATIC STORAGE EXPANSION

A2000 may automatically expand storage when usage exceeds 95%. Additional charges apply.

9. SECURITY

1. Each Party shall implement industry-standard security controls.
2. You must maintain MFA, antivirus, patches, endpoint protection, and follow A2000 security recommendations.
3. Security incidents must be reported immediately.
4. A2000 may perform security audits.
5. A2000 is not liable for incidents caused by Your systems or actions.

10. DISASTER RECOVERY AND BUSINESS CONTINUITY

1. Redundant infrastructure is available only if purchased.
2. RTO/RPO commitments are as stated. https://www.advance2000.com/rto-rpo/
3. A2000 is not liable for data loss except as expressly provided.
4. You remain responsible for Your own DR planning.
5. Credits are the exclusive remedy. https://www.advance2000.com/cloud-availability/

11. RENTAL OF A2000 EQUIPMENT

1. Equipment must be maintained and returned in good condition.
2. You bear all risk of loss, damage, or theft.
3. Equipment may not be encumbered or transferred.
4. A2000 may repossess upon breach.
5. Equipment is provided “AS IS” with limited replacement warranty.

12. FEES AND PAYMENT

1. Fees, including MRC and NRC, are due as of the invoice date in accordance with the signed or DocuSigned Order Form provided by A2000.
2. Disputes must be raised within fifteen (15) days.
3. Late payments accrue interest at the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by law
4. You are responsible for all applicable taxes.
5. Agreement start date is the date of the first MRC invoice.
6. Payment of any invoice, including after the expiration of this Agreement, shall not be deemed a renewal, extension, or continuation of Services, all of which are expressly subject to Section 14.5 (Expiration of Agreement; No Implied Renewal).

13. MINIMUM MONTHLY COMMITMENT (MMC)

1. You may increase or decrease Services, subject to billing adjustments.
2. Monthly charges shall never fall below the MMC stated in Your Order Form, quote, or executed DocuSign document.
3. If an MMC amount is not expressly stated in Your Order Form, quote, or executed DocuSign document, then Your MMC shall automatically be deemed to be eighty percent (80%) of the Monthly Recurring Charge (“MRC”) reflected in such Order Form, quote, or executed DocuSign document.

For avoidance of doubt:

1. If You reduce Your usage, quantities, desktop count, or any other metered or unit-based Service such that the resulting MRC would fall below the applicable MMC, You shall continue to be billed no less than the MMC.
2. If You increase Your usage, quantities, or desktop count, You shall be billed based on the actual increased MRC, even if such amount exceeds the MMC.

Illustrative Examples (for reference only; not part of contract interpretation):

Example 1: If You subscribe to 100 desktops at $100 per desktop (MRC = $10,000) and no MMC is stated, Your MMC is 80% × $10,000 = $8,000.

If You later reduce to 50 desktops (MRC = $5,000), You will be billed the MMC of $8,000.

Example 2: If You subscribe to 100 desktops at $100 per desktop (MRC = $10,000) and no MMC is stated, Your MMC is $8,000.

If You increase to 150 desktops (MRC = $15,000), You will be billed the full $15,000.

The MMC operates as a billing floor and may not be reduced except through a written amendment executed by both Parties.

14. TERMINATION AND SUSPENSION

14.1 Termination by You

You may terminate this agreement prior to its expiration with a sixty (60) days’ written notice to A2000. You shall pay an Early Termination Fee, calculated as (the number of remaining months in the then-current Term) × (Your Minimum Monthly Commitment “MMC”) + all outstanding balances due + any decommissioning cost (proper disposal of Your data).

14.2 Termination or Suspension by A2000

Immediate suspension or termination for material breach, including non-payment or security risks.

14.3 A2000 IP Misuse

Immediate termination, full damages, attorneys’ fees, and injunctive relief apply.

14.4 Post-Termination Obligations

No data retention obligation beyond retention period; confidentiality and IP obligations survive.

14.5 Expiration of Agreement; No Implied Renewal; Automatic Service Discontinuation

Upon expiration of this Agreement, or upon expiration of any Order Form, DocuSign agreement, or manually executed document governing the Services (as referenced in Section 1.3, Order of Precedence), all Services shall automatically and immediately terminate as of the applicable expiration date, without further notice. A2000 shall have no obligation to continue providing any Services beyond such expiration unless A2000 expressly agrees in writing, executed by an authorized officer of A2000, to extend the Services. Any extension, if granted, shall be provided solely at A2000’s discretion and shall be subject exclusively to A2000’s then-current terms, conditions, pricing, fees, service descriptions, security requirements, and operational policies, including without limitation Sections (Service Modifications) and (Fees and Payment). In the absence of such written extension, service discontinuation upon expiration is automatic, expected, and shall not constitute a breach of this Agreement.

No Automatic Renewal or Holdover, You expressly acknowledges and agrees that there is no automatic renewal, holdover period, implied extension, or continuation of Services following expiration. Any continued access to or use of the Services after expiration—whether temporary, transitional, administrative, or otherwise—shall not constitute a renewal, extension, waiver, or modification of this Agreement.

Waiver of Course of Dealing Claims, You expressly waives and disclaims any right to claim continued Services based on prior extensions, historical practices, course of dealing, course of performance, or prior accommodations by Advance2000. No prior conduct, including acceptance of payment, temporary continuation of Services, delayed enforcement, or operational assistance, shall be construed as an agreement to extend or renew Services unless expressly set forth in a written agreement executed by an authorized officer of A2000.

Fees During Authorized Extension or Continued Use, Any authorized extension or continued use of the Services after expiration or termination of an applicable Order Form shall be provided solely at A2000’s discretion and shall not constitute a renewal. All applicable fees shall continue to accrue and be payable in accordance with Section 12. A2000 reserves the right to modify pricing, scope, and service terms for any such extension or continued use pursuant to Section 4, without limitation or further notice.

15. ACCEPTABLE USE

Use is subject to A2000’s Acceptable Use Policy. Violations may result in suspension or termination.

16.  NON-SOLICITATION

You shall not solicit or attempt to solicit any A2000 employees for a period of two (2) years following the expiration or termination of this Agreement. Liquidated damages shall apply. Liquidated damages shall equal the employee’s total annual compensation (including benefits) as a reasonable estimate of damages and not as a penalty.

17. DISCLAIMERS

Services are provided “AS IS” and “AS AVAILABLE.” All warranties are disclaimed.

18. LIMITATION OF LIABILITY

You acknowledge and agree that, to the fullest extent permitted by law, A2000’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be limited to the total Monthly Recurring Charges (MRC) paid by you in the four (4) months immediately preceding the event giving rise to the claim. Under no circumstances shall A2000 or its officers, directors, employees, or agents be liable for any damages exceeding this limitation. In no event shall A2000 be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages. This limitation shall apply in the aggregate to all claims and causes of action, whether arising from a single event or multiple events.

19. CYBERSECURITY INSURANCE

You shall maintain commercially reasonable cybersecurity insurance sufficient to cover risks associated with Your use of the Services.

20. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of New York, with exclusive venue in Erie County, New York. If you breach this Agreement, you shall be responsible for all attorneys’ fees, costs, and expenses incurred by A2000 in enforcing this Agreement, in addition to any damages. You may not assign or transfer this Agreement without prior written consent of A2000. The Parties are independent contractors, and nothing herein creates a partnership, joint venture, or agency relationship. Failure to enforce any provision shall not constitute a waiver.

21. SEVERABILITY

Unenforceable provisions shall be minimally modified to remain valid.

22. FORCE MAJEURE

Neither Party is liable for delays outside reasonable control (excluding payment obligations).

23. SURVIVAL

Confidentiality, Data, Payment, Indemnification, Disclaimers, Liability, and Dispute provisions survive termination.