This Agreement contains the terms and conditions that govern your access to and use of the Cloud Services (as defined below) and is an agreement between V2 Cloud Solutions, Inc. (“V2 Cloud,” “we,” “us,” or “our”) and you or the entity you represent (“you”). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

1. Use of the Cloud Services

1.1 You may access and use the Cloud Services in accordance with this Agreement. You will adhere to all laws, rules, and regulations applicable to your use of the Cloud Services covered in this Agreement.

1.2 To access the services, you must an active V2 Cloud account associated with a valid e-mail address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and we are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 8.

1.3 We provide technical support for all account holders free of charge. To receive technical support, you must fill the form online under the “Support” or “Contact” section of V2 Cloud website or email your questions directly to [email protected] Response time is generally within a few hours and guaranteed to be less than 36 hours. Emergency phone support plan can be purchased separately. Technical support is provided for anything directly related to Cloud Services, but does not include third party software, even when it comes pre-installed.

1.4 Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.

2. Changes

We may change, discontinue, or deprecate any of the Cloud Services (including the Cloud Services as a whole) or change or remove features or functionality of the Cloud Services from time to time. We will notify you of any material change to or discontinuation of the Cloud Services.

3. Security and Data Privacy

3.1 We will implement reasonable and appropriate measures designed to help you secure your account and your data against accidental or unlawful loss, access or disclosure, and to ensure the security and privacy of your account and your data against any malicious activities coming from the outside network.

3.2 We will not give access to anyone, including our staff, to your account and your data without your explicit consent or under a valid warrant from the authorities of the country where your Cloud Services are located, as defined in section 13, where you will receive prior notice.

3.3 We will not move or transfer your data, without your explicit consent, outside the country where it is initially located.

3.4 We will not store any sensitive financial information such as credit card numbers. This information will be securely transferred, upon reception, to the respective, trusted payment processor.

3.5 We will completely and permanently remove all of your data if one party or another cancel the service. We will not keep any meta data related to your account.

4. Your Responsibilities

4.1 You are solely responsible for the development, content, operation, maintenance, and use of your content. For example, you are solely responsible for:

  1. the technical operation of your content, including ensuring that your content does not block incoming connection requests from you or our management algorithms under the internal network, otherwise the reachability of your Cloud Service might be lost and common operations impossible;
  2. compliance of Your Content with section 4 of this Agreement and the law;
  3. any claims relating to Your Content; and
  4. properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.

4.2 You are responsible for properly configuring and using the Cloud Services and taking your own steps to maintain appropriate security, protection and backup of your content, which may include the use of encryption technology to protect your content from unauthorized access and routine archiving your content. V2 Cloud log-in credentials are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may give access to some Permissions of your Cloud Services to other registered account if you hold a reseller account.

4.3 End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, your content or use of Cloud Services. You are responsible for End Users’ use of your content and the Cloud Services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to your content and the Cloud Services.

4.4 End User Support. If your account is registered as a reseller account and you manage the Cloud Services on behalf of your clients, you are responsible for providing customer service (if any) to End Users.

4.5 You and the End User may not attempt to tamper with any software we pre-load on the Cloud Services (including the operating system software), or in a way that is not part of normal operations or that attempts to circumvent charges for the Service. You may not attempt to tamper with any license activation on the Cloud Services in a way that is not part of normal operations or that attempts to circumvent charges for the Service. We may block access to the Service, and suspend your account, if we determine that you are in violation of this section.

4.6. Licensing the operating system. You are responsible to properly license the operating system that is provided with the cloud desktop. If your cloud desktop contains a Windows operating system, you must license it with accordingly to Microsoft terms. As a Service Provider, we are not authorized to license desktop versions of Microsoft Windows operating system. We will terminate your service if we detect that you have not properly licensed the operating system of your cloud desktop.

4.7. Using Microsoft Software. In conjunction with the Services, you may be allowed to use certain software developed and owned by Microsoft Corporation or its licensors (collectively, the “Microsoft Software”). If you choose to use the Microsoft Software, Microsoft and its licensors require that you agree to these additional terms and conditions:

  1. The Microsoft Software is neither sold nor distributed to you and you may use it solely in conjunction with the Cloud Services.
  2. You may not transfer or use the Microsoft Software outside the Cloud Services.
  3. You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft Software.
  4. You may not reverse engineer, decompile or disassemble the Microsoft Software, except to the extent expressly permitted by applicable law.
  5. Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services.
  6. Microsoft is not responsible for providing any support in connection with the Services. Do not contact Microsoft for support.

4.8 You may not use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include:

  1. Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography.
  2. Harmful or Fraudulent Activities. Activities that may be harmful to others, our operations or reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices.
  3. Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
  4. Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
  5. Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

4.9 You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

  1. Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
  2. Interception. Monitoring of data or traffic on a System without permission.
  3. Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers.

4.10 You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:

  1. Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
  2. Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
  3. Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
  4. Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
  5. Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

4.11 You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

4.12 We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Cloud Services. We may:

  1. investigate violations of this Policy or misuse of the Cloud Service; or
  2. remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Cloud Services

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

If you become aware of any violation described in sections 4.8 to 4.12, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.

5. Service Level Agreement

We will use commercially reasonable efforts to make its Cloud Services available with a Monthly Uptime Percentage of at least 99.95 %, in each case during any monthly billing cycle. In the event we do not meet our commitment, you will be eligible to receive a Service Credit. Monthly uptime percentage is calculated by subtracting from 100% the percentage of minutes during the month in which your Cloud Services was unavailable. A Service Credit is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.

For a Cloud Service to be considered unavailable, it must be inaccessible from the outside and the problem be related exclusively to us. For example, Cloud Service is not considered unavailable if a third party software (e.g. firewall) is blocking incoming connections and make the Service inaccessible.

Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as third party licenses) for the Cloud Services.

Monthly Uptime Percentage Service Credit Percentage
Less than 99.95% but equal to
or greater than 99.0%
10%
Less than 99.0% 30%

We will apply any Service Credits on your next invoice. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from V2 Cloud. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

6. Fees and Payment

6.1. You will pay us the applicable fees and charges for use of the Cloud Services as described at time of subscription. We will automatically charge you the first day of your billing cycle, which can be monthly or annually depending on your subscription. The first day of your billing cycle will be the day of your first subscription and new subscriptions (if any) will be charged on a pro rata basis to the number of days remaining to the current billing period, and then charged accordingly to your billing period. Subscriptions will renew automatically without warning at the end of every billing period. You are responsible to terminate your services to cancel recurring charges.

If a charge is refused or declined, you will receive a courtesy notice to fix your payment. If your invoice is still unpaid and we don’t have an agreement for the payment 7 days after the first notice, we will suspend your account and Cloud Services will be unusable. If your invoice is still unpaid and we don’t have an agreement for the payment 14 days after the first notice, we will terminate your services.

We may increase or add new fees and charges for any existing services by giving you at least 30 days advance notice.

6.2 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

7. Temporary Suspension

7.1 We may suspend your or any End User’s right to access or use any portion or all of the Cloud Services immediately upon notice to you if we determine:

  1. your or an End User’s use of or registration for the Cloud Services:
    1. poses a security risk to the Cloud Services or any third party,
    2. may adversely impact the Cloud Services or the systems or content of any other V2 Cloud customer,
    3. may subject us, our affiliates, or any third party to liability, or
    4. may be fraudulent;
  2. you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 7 days; or
  3. you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

7.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Cloud Services:

  1. you remain responsible for all fees and charges you have incurred through the date of suspension;
  2. you remain responsible for any applicable fees and charges for any Cloud Services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;
  3. you will not be entitled to any service credits under the Service Level Agreement for any period of suspension; and

Our right to suspend your or any End User’s right to access or use the Cloud Services is in addition to our right to terminate this Agreement pursuant to Section 8.2.

8. Term; Termination

8.1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 8.2.

8.2 Termination.

  1. Termination for Convenience. You may terminate this Agreement for any reason by:
    1. providing us notice or
    2. cancelling the service yourself for which we provide a service closing mechanism.
    We may terminate this Agreement and cancel your service for any reason by providing you 15 days advance notice.
  2. Termination for Cause.
    1. By Either Party. Either party may terminate this Agreement for cause upon 15 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 15 day notice period.
    2. By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Section 6.1, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Cloud Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Cloud Services by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason or (F) your account is unpaid and we do not have an agreement for 15 days.

8.3. Effect of Termination.

Upon any termination of this Agreement:

  1. all your rights under this Agreement immediately terminate;
  2. you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
  3. we will permanently delete all data related to your services; and
  4. Sections 9, 10, 11, 12, 14 and 15 will continue to apply in accordance with their terms.

9. Proprietary Rights

9.1 Your content. As between you and us, you or your licensors own all right, title, and interest in and to your content. Except as provided in this Section 9, we obtain no rights under this Agreement from you or your licensors to your content, including any related intellectual property rights. You consent to our use of your content to provide the Cloud Services to you and any End Users. We may disclose your content to provide the Cloud Services to you or any End Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).

9.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to your content; (b) you have all rights in your content necessary to grant the rights contemplated by this Agreement; and (c) none of your content or End Users’ use of your content or the Cloud Services will violate the Acceptable Use Policy.

9.3 Cloud Services License. As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Cloud Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the services solely in accordance with this Agreement. You obtain no rights under this Agreement from us or our licensors to the Cloud Services, including any related intellectual property rights.

9.4 License Restrictions. Neither you nor any End User may use the Cloud Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Cloud Services, (b) reverse engineer, disassemble, or decompile the Cloud Services or apply any other process or procedure to derive the source code of any software included in the Cloud Services, (c) access or use the Cloud Services in a way intended to avoid incurring fees or exceeding usage limits or quotas. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Cloud Services you have used.

9.5 Suggestions. If you provide any suggestions to us or our affiliates, we will own all right, title, and interest in and to the suggestions, even if you have designated the suggestions as confidential. We and our affiliates will be entitled to use the suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the suggestions.

10. Indemnification.

10.1. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Cloud Services (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) your content or the combination of your content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by your content or by the use, development, design, production, advertising or marketing of your content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.

10.2. We will promptly notify you of any claim subject to Section 10.1, but our failure to promptly notify you will only affect your obligations under Section 10.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.

11. Disclaimers

THE CLOUD SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE CLOUD SERVICES OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE CLOUD SERVICES OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

12. Limitations of Liability

WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE CLOUD SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE CLOUD SERVICES, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE CLOUD SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

13. Modifications to the Agreement

We may modify this Agreement (including any Policies) at any time by notifying you in accordance with Section 14.7. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Cloud Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms.

14. Miscellaneous

14.1 Confidentiality and Publicity. You may use V2 Cloud Confidential information only in connection with your use of the Cloud Services as permitted under this Agreement. You will not disclose V2 Cloud Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of V2 Cloud Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Cloud Services. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

14.2 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

14.3 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

14.4 Notice.

  1. We may provide any notice to you under this Agreement by: (i) posting a notice on the V2 Cloud website; or (ii) sending a message to the email address then associated with your account. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
  2. To give us notice under this Agreement, you must contact V2 Cloud as follows: (i) by filling the contact form on the website or (ii) by sending an email directly at [email protected]
  3. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

14.5 The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

14.6 If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

14.7 This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

14.8 Governing Law; Venue. The laws of the Province of Quebec (Canada), without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to the Cloud Services or this Agreement will be adjudicated in any provincial or federal court in Quebec City, Quebec. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any provincial, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

15. Definitions

  1. “Cloud Services” means any service or product sold by V2 Cloud, V2 Cloud website and any other product or service provided by us under this Agreement.
  2. “Content” means software (including machine images), data, text, audio, video, images or other content.
  3. “Effective Date” means the first day of your billing cycle at registration of the first Cloud Service subscription.
  4. “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Cloud Services under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own V2 Cloud account, rather than your account.
  5. “Suggestions” means all suggested improvements to the Cloud Services that you provide to us.
  6. “Term” means the term of this Agreement.
  7. “Third Party Content” means Content made available to you by any third party.
  8. “V2 Cloud Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. V2 Cloud Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. V2 Cloud Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the V2 Cloud Confidential Information.
  9. “Your Content” means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.