This Terms and Conditions Agreement (“Agreement”) governs the relationship between Advance2000 (“A2000”) and the customer purchasing or using A2000 services (“Customer,” “You,” or “Your”).
“Services” includes managed IT, private cloud, cybersecurity, telephony, desktops, servers, backup, disaster recovery, colocation, equipment, licensing, professional services, consulting, software development, AI services, installations, support, and related services.
This Agreement, together with applicable Order Forms, Statements of Work (“SOW”), SLAs, addenda, and incorporated policies, constitutes the agreement between A2000 and You.
If documents conflict, the following order applies:
Terms contained in a Customer purchase order or other Customer document do not modify this Agreement unless expressly accepted in writing by an authorized officer of A2000.
A2000 may update operational, security, technical, and service policies by providing reasonable notice.
Material changes to pricing, liability, ownership, term, or termination rights will apply at renewal unless agreed in writing, except where a change is required by law, security concerns, or a Third-Party provider.
Services may include products or services from Microsoft, Sophos, NVIDIA, Broadcom, VMware, BMWare, Omnissa, Veeam, AWS, MS Azure, telecommunications carriers, software publishers, hardware manufacturers, and other third parties (“Third-Party”).
You acknowledge that:
A2000 or the applicable Third-Party may audit licensed usage where permitted by the applicable license terms.
Technology changes continuously.
A2000 may replace or substitute vendors, platforms, software, hardware, or components where reasonably necessary for:
A2000 will use commercially reasonable efforts to provide substantially equivalent or improved functionality.
A technology substitution alone does not constitute termination or breach of this Agreement.
Services are provided according to the applicable SLA.
Service credits stated in the applicable SLA or Cloud Availability Policy are Your sole remedy for SLA failures.
A2000 is not responsible for downtime or service degradation caused by:
You agree to provide A2000 with timely:
A2000 is not responsible for delays, SLA failures, additional costs, or service limitations caused by Your failure to provide required cooperation or access.
Each Party shall protect the other Party's confidential information using reasonable safeguards.
Customer shall not disclose, copy, reverse engineer, or provide unauthorized third-party access to A2000 confidential information, software, technology, portals, methods, or intellectual property.
Confidential information may be disclosed when required by law, provided legally permitted notice is given to the other Party.
A2000 may seek injunctive relief for unauthorized use or disclosure of its confidential information or intellectual property.
“Customer Data” means Customer-created files, emails, databases, business records, documents, and other information stored or processed through the Services.
Customer owns Customer Data.
You grant A2000 the limited right to access, store, copy, transmit, and process Customer Data only as reasonably necessary to provide the Services.
Documentation created specifically to describe Your environment will remain available to You, including, where applicable:
A2000 will not hold Customer-specific infrastructure documentation or administrative credentials hostage as a condition of transition.
Customer Data and Customer-specific documentation do not include A2000's:
All A2000 IP remains the exclusive property of A2000.
Unless a signed Order Form expressly states otherwise:
Customer agrees to maintain reasonable security controls and to follow material A2000 security requirements applicable to purchased Services, including where appropriate:
If Customer rejects, disables, removes, changes, or assumes responsibility for a material security control recommended by A2000, Customer accepts the resulting risk.
A2000 shall not be responsible for an incident or loss to the extent caused or materially contributed to by Customer's rejection, modification, failure to maintain, or assumption of responsibility for that control.
A2000 may require written risk acceptance.
A2000 may suspend access or Services when reasonably necessary to address an immediate and material security threat.
Security incidents known to Customer must be reported promptly to A2000.
Backup, redundancy, replication, disaster recovery, and specific RTO/RPO commitments apply only when expressly included in the purchased Services.
Customer remains responsible for determining its business continuity requirements.
A2000 is not responsible for data loss or recovery performance beyond the commitments expressly stated in the applicable Order Form, SOW, or SLA.
Equipment owned by A2000 and placed at Customer locations remains A2000 property.
Customer is responsible for loss or damage beyond normal wear.
Fees are due according to the applicable A2000 invoice or Order Form.
Unless otherwise stated:
Payment after expiration does not by itself renew or extend an Agreement.
Your Minimum Monthly Commitment (“MMC”) is the amount stated in the applicable Order Form.
If no MMC is expressly stated, the MMC is 80% of the initial Monthly Recurring Charge (“MRC”) under the applicable Order Form.
Usage may increase or decrease, but monthly charges may not fall below the MMC during the committed term.
Example:
If initial MRC is $10,000 and no MMC is stated:
MMC = $8,000.
If usage later decreases to $6,000, monthly billing remains $8,000.
If usage increases to $15,000, monthly billing becomes $15,000.
The MMC may be changed only by written agreement.
You may terminate before the scheduled expiration by providing at least sixty (60) days' written notice.
Unless another amount is stated in the Order Form, the early termination fee is:
Remaining Months in the Contract Term × MMC
You must also pay:
Even when Customer completes the full contract term, Customer must provide A2000 with at least sixty (60) days' written notice of its intention not to continue Services after expiration.
This notice requirement exists so A2000 can properly plan:
This requirement does not create automatic renewal.
If Customer provides fewer than sixty days' notice, Customer shall pay a Notice Shortfall Charge equal to the applicable daily MMC multiplied by the number of notice days fewer than sixty, together with noncancelable Third-Party commitments.
The Parties agree that the operational and resource costs caused by insufficient notice can be difficult to calculate and intend this amount as reasonable compensation and not as a penalty.
The Agreement does not automatically renew unless a signed Order Form expressly states otherwise.
Upon expiration, A2000 has no obligation to continue Services unless the Parties agree in writing to an extension or new term.
Temporary continuation for transition, billing, technical, or administrative purposes does not create:
Prior accommodations or historical practices do not create a future obligation to extend Services.
A2000 may suspend or terminate affected Services for:
Where reasonably practical, A2000 will provide notice and an opportunity to cure.
Upon termination or expiration, A2000 will reasonably cooperate with Customer or its successor provider.
Transition assistance may include:
Transition work is billable at A2000's then-current rates unless included in the applicable Order Form.
Transition assistance does not extend the Agreement or create a renewal.
Amounts already owed remain payable during transition.
Unless a Service Description states otherwise, A2000 may delete Customer Data thirty (30) days after termination or expiration.
Backup copies may remain until removed through A2000's normal backup rotation.
Customer is responsible for requesting and completing required data exports before expiration of the retention period.
Customer shall not use Services to:
A2000 may suspend affected Services for material violations.
During the Agreement and for two (2) years afterward, Customer shall not directly solicit for employment an A2000 employee who materially worked with Customer.
General employment advertisements not specifically directed at A2000 employees are not prohibited.
If Customer hires an A2000 employee in violation of this Section, Customer shall pay liquidated damages equal to that employee's annual compensation, including benefits, as a reasonable estimate of recruiting, replacement, training, and business disruption costs and not as a penalty.
Customer shall defend, indemnify, and hold harmless A2000 and its officers, employees, and affiliates from third-party claims arising from:
This Section does not require Customer to indemnify A2000 for claims caused solely by A2000's intentional misconduct.
Except for obligations expressly stated in this Agreement, Services are provided “AS IS” and “AS AVAILABLE.”
To the fullest extent permitted by law, A2000 disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
A2000 does not guarantee that technology can eliminate all:
To the fullest extent permitted by law, A2000's total aggregate liability arising out of this Agreement shall not exceed the MRC paid by Customer during the four (4) months immediately preceding the event giving rise to the claim.
This limit applies regardless of whether a claim is based on contract, negligence, tort, strict liability, or another legal theory.
A2000 is not liable for:
even if A2000 was advised such damages were possible.
The limitation applies collectively to all related claims.
Nothing in this Section limits Customer's obligations relating to:
The Parties acknowledge that these limitations are an essential part of A2000's pricing and risk allocation.
Customer shall maintain commercially reasonable insurance appropriate to its business and risks, including cybersecurity insurance where appropriate.
Any specific insurance minimum required by A2000 will be stated in the applicable Order Form.
Notices concerning:
must be provided in writing to the contractual notice contacts designated by the Parties.
For A2000:
Email: info@advance2000.com
Copy: Advance2000 corporate address listed on the applicable Order Form or invoice.
A support ticket, telephone call, conversation with a technician, TAM, salesperson, or other operational employee does not constitute formal contractual notice unless A2000 confirms otherwise in writing.
Operational communications may continue through normal support and account-management channels.
This Agreement is governed by the laws of the State of New York.
Exclusive venue shall be in the state or federal courts located in Erie County, New York, unless otherwise required by law.
To the fullest extent permitted by law:
EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY FOR DISPUTES ARISING FROM THIS AGREEMENT.
Any Customer claim arising from this Agreement must be commenced within one (1) year after the claim accrues, except where a different period is required by law.
This limitation does not shorten A2000's right to pursue:
If Customer breaches this Agreement, Customer shall be responsible for reasonable attorneys' fees and costs incurred by A2000 in enforcing its rights, where permitted by law.
Customer may not assign this Agreement without A2000's prior written consent.
A2000 may assign this Agreement as part of a merger, acquisition, restructuring, sale of substantially all assets, or transfer to an affiliate.
The Parties are independent contractors. Nothing creates a partnership, agency, employment, fiduciary, or joint venture relationship.
Failure to enforce a provision does not waive the right to enforce it later.
If a provision is unenforceable, it shall be modified only as much as necessary to make it enforceable. The remaining provisions remain effective.
Neither Party is responsible for delays or failures caused by circumstances outside its reasonable control, including:
Force majeure does not excuse Customer's obligation to pay amounts already due.
Provisions concerning the following survive termination or expiration where applicable:
By signing an A2000 Order Form, SOW, agreement, accepting Services, or otherwise agreeing to these Terms, Customer acknowledges that it has reviewed and agrees to this Agreement.
Customer Service Available 24/7 at
(800) 238-2621
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