TERMS OF SERVICE

Effective Date: July 1, 2021

THE AGREEMENT

The Services (as defined below) that Madison Cloud, Inc. (“Madison Cloud“) provides to the customer who orders the Services (“Customer”) are subject to the terms and conditions set forth in these Terms of Service (as amended from time to time, “TOS”). Madison Cloud reserves the right to update these TOS at any time and from time to time without notice to the Customer. In addition, the Order may contain additional terms applicable to the Services. The term “Agreement” shall collectively refer to these TOS and any applicable Order(s).

By submitting an Order, using the Services or accepting these TOS, Customer is creating a binding contract with Madison Cloud. If a Customer is entering into this Agreement for an entity, such as an employer, Customer represents that it is not a consumer, and that it has the legal authority to bind that entity to this Agreement.

IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS AS SET FORTH IN THIS AGREEMENT, CUSTOMER MAY NOT USE THE SERVICES.

1. DEFINED TERMS

For the purpose of this Agreement, the following terms shall have the following meaning:

“Acceptable Use Policy” or “AUP” means Madison Cloud’s Acceptable Use Policy, as may be amended from time to time.

“API” means any application programming interface.

“Application” means a software application or web site created by the Customer which interfaces with the Services.

“Affiliate” means any and all legal entities which are now or hereafter under the control of the ultimate parent of Madison Cloud. For the purpose of this definition, “control” means an entity, directly or indirectly, holding more than fifty percent (50%) of the issued share capital, or more than fifty percent (50%) of the voting power at general meetings, or which has the power to appoint and to dismiss a majority of the directors or otherwise to direct the activities of such legal entity.

“Confidential Information” means all confidential or proprietary information, whether in tangible or intangible form, disclosed by one party to the other, whether before or after the effective date of this Agreement, concerning without limitation, the disclosing party’s business affairs, business plans, know-how, customers, strategies, marketing and development plans, trade secrets, property, technology, intellectual property, methods of operation, financial information, formulae, processing systems or other information deemed proprietary and confidential by the disclosing party (i) which is not generally known to the public and (ii) in which such disclosing party or its suppliers or clients has rights. Notwithstanding the foregoing, no information shall be deemed to be Confidential Information if the receiving party’s written records show that such information: (a) was disclosed to the receiving party at any time by a third party without a violation of any obligation of confidentiality, (b) becomes known to the general public without any violation of an obligation of confidentiality, or (c) is independently developed by the receiving party without reference to the Confidential Information.

“Customer Data” means all personal data, records, files, input materials, reports, forms and other such items that are received, stored or transmitted by the Customer in the course of using the Services.

“Data Processing Addendum” means the Data Processing Addendum attached hereto as Schedule B.

“Maintenance” means any maintenance action performed on Madison Cloud’s Services-related hardware, and any upgrades, improvements and bug fixes performed on Madison Cloud’s Services-related software.

“Order” means any order submitted by Customer, written or electronic, which describes the Services purchased by the Customer, if and to the extent approved in writing by Madison Cloud. In the event that an Order includes terms and conditions which are different from the terms and conditions detailed in these TOS and the AUP, such terms and conditions shall apply only if explicitly approved by Madison Cloud, and only to the extent of the conflict. Madison Cloud may, in its sole discretion, accept or reject any Customer’s Order.

“Privacy Policy” means Madison Cloud’s Privacy Policy, as may be amended from time to time.

“Services” means the services described in the Order, including any services Customer utilizes via an API.

“Software” means any downloadable or accessible tools, software development kit, API or other such proprietary computer software modules provided by Madison Cloud in connection with the Services, which may be downloaded or accessed by Customer, and any updates Madison Cloud may make to such software from time to time.

“Support” means the applicable level of support offered by Madison Cloud, as detailed in the Order.

2. PROVISION OF SERVICES; ELECTRONIC COMMUNICATIONS; LOCATIONS

2.1 Contingent on Madison Cloud’s written acceptance of an Order, and subject to the terms and conditions of the Agreement, Madison Cloud agrees to provide the Services and the Support described in the Order. The Services may be accessed as provided in this TOS by the Customer by way of APIs provided by Madison Cloud. Madison Cloud may, in its sole discretion, modify or replace the APIs at any time.

2.2 By ordering the Services, Customer understands and hereby consents to receive electronic communications from Madison Cloud regarding the Services, including without limitation: (a) notices about Customer’s use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding the Services. Customer hereby agrees that all agreements, notices, disclosures and other communications provided by Madison Cloud electronically satisfy any legal requirement that such communications be in writing. If Customer does not consent to receive electronic communications, excluding consent to receive promotional materials as described in this Section 2.2(c), Customer must stop using the Services.

2.3 Madison Cloud stores the Application and Customer Data on a dedicated private server(s) with dedicated private drives. By using the Services, Customer consents to such storage of the Application and the Customer Data. Madison Cloud agrees to store the Application and Customer Data in the specific geographic location(s) named at the time of purchase (the “Locations”). Customer understands and agrees that while the Customer Data will be stored and may be processed in the Locations, some processing and management APIs may be provided from other Madison Cloud locations within the United States. It is Customer’s responsibility to configure and properly utilize the applicable Services and Locations to address its obligations related to any applicable data types and data residency obligations.

3. RIGHTS GRANTED; WHO MAY USE THE SERVICES

3.1 For the duration of the applicable Term under the Agreement, and subject to Customer’s payment obligations, and except as otherwise set forth in the Agreement, Customer is hereby granted a non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Services purchased via applicable Orders solely for business operations and subject to the terms of the Agreement.

3.2 Customer may not copy, modify, distribute, sell, or lease any part of the Services or Software. Customer may not reverse engineer or attempt to extract any source code without Madison Cloud’s express written consent or to the extent permitted by applicable law or subject to third-party licenses.

3.3 Customer may authorize third parties to use the Services, except as provided below or otherwise restricted by Madison Cloud. If Customer provides such authorization to use the Services, Customer is responsible for the use of the Services by the third party so authorized, to the same extent as if the Customer was using the Services. Unless otherwise agreed, Madison Cloud will provide Support only to Customer, and not to any other third party which the Customer authorized to use the Services. All of Madison Cloud’s undertakings and obligations hereunder are to the benefit of the Customer only.

4. CUSTOMER’S OBLIGATIONS

Customer hereby agrees to: (i) comply with all applicable laws and regulations and the Acceptable Use Policy, (ii) use the Software in compliance with Section 18 of this TOS, (iii) pay when due all fees for the Services, (iv) use reasonable security precautions in light of its use of the Services, including without limitation encrypting any personally identifiable information transmitted through the Services, screening and scanning content for viruses and other malware, and maintaining routine archiving of Customer Data, (v) cooperate with Madison Cloud’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement, (vi) keep Customer billing contact and other account information up to date, (vii) immediately notify Madison Cloud of any unauthorized use of Customer’s account or any other breach of security, and (vii) ensure that calls Customer makes to the Service are compatible with the then-current APIs for such Service and bear the sole responsibility for the technical operation of Customer Data.

5. CUSTOMER DATA SECURITY AND PRIVACY

5.1 Customer is responsible for properly configuring and using the Services and taking steps to maintain appropriate security, protection and any necessary backup of the Customer Data. The Customer is encouraged to maintain at least one additional copy of current Customer Data in a separate location, datacenter, or region for disaster recovery.

5.2 As between the parties hereto, the Customer is the sole controller of Customer Data. Madison Cloud does not control, verify, or endorse the Customer Data. Customer is responsible for: (a) all Customer Data it uploads through the Services and (b) ensuring Customer has secured all applicable rights and licenses applicable to the Customer Data. By storing, using or transmitting Customer Data, Customer cannot and will not violate any applicable law, this Agreement or the Acceptable Use Policy.

5.3 Customer must maintain the security of its login credentials and may not share login credentials, except as required to establish and authorize users of Customer’s account.

5.4 Customer hereby agrees to provide Madison Cloud (as well as third parties acting on Madison Cloud’s behalf to provide the applicable Services) the right to transmit, process, use and disclose Customer Data and other information which Madison Cloud may obtain as part of the Customer’s use of the Services to the extent: (i) necessary to provide the Services under the Agreement, (ii) otherwise permitted by the Agreement, (iii) otherwise required by law, regulation or court order, or (iv) necessary to respond to an emergency.

5.5 Madison Cloud’s security obligations with respect to Customer Data are limited to the obligations described herein. Except as otherwise provided in this Agreement, Madison Cloud shall not use or disclose Customer Data. Customer Data is and shall always remain under the exclusive care, custody and control of Customer. Madison Cloud’s data storage practices are described in the Data Processing Addendum.

5.6 The Services described in this Agreement are subject to Madison Cloud’s Privacy Policy, as amended from time to time.

6. SERVICE LEVEL AGREEMENT

Madison Cloud will provide the Services to Customer in accordance with the applicable Service Level Agreement (“SLA“), as may be amended from time to time. Madison Cloud performs scheduled maintenance from time to time and may occasionally need to perform emergency or unscheduled maintenance. These maintenance activities may cause interruptions to the Services. Madison Cloud will use commercially reasonable efforts to inform Customer in advance of any known interruption that involves downtime of the Services.

7. TERM

This Agreement will commence on the date listed on an executed Customer Order where the Customer agrees to the terms and conditions of this Agreement (as evidenced by accepting this Agreement, placing an order for Services, or Customer’s use of the Services) and shall continue for the term as stated in the applicable Order.  If no term is stated in the Order, then the initial term shall be one (1) month (“Initial Term”).  Upon expiration of the Initial Term, the Order will automatically renew for successive one-month terms (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless and until either party provides written notice of nonrenewal prior to end of the applicable Initial Term or Renewal Term.

8. FEES AND BILLING

8.1 Fees. Madison Cloud will charge Customer the fees described in any applicable Order, using one of the payment methods Madison Cloud supports. Customer must provide Madison Cloud with current, complete, accurate and authorized payment method information (e.g. credit card information). Madison Cloud reserves the right to change its prices at any time, unless otherwise stated in a specific Order. If Customer doesn’t agree to that change, Customer must stop using the Services, and the cancellation date shall be the end of the Service period specified in the Order. If no Term is specified in the order, the cancellation date shall be the end of the Initial Term or Renewal Term, as applicable.

8.2 Taxes. Any taxes and duties including value added tax and applicable sales tax are Customer’s sole responsibility. Customer hereby agrees to pay Madison Cloud any fees due for Services under this Agreement, without any reduction or withholding for taxes. If Madison Cloud is obligated to collect or pay any taxes, the taxes will be invoiced to the Customer, unless Customer provides Madison Cloud with a valid tax exemption certificate authorized by the appropriate taxing authority.

8.3 Billing and Late Payment. Unless otherwise stated in an Order, Madison Cloud calculates and bills fees monthly, quarterly, or yearly in advance of providing the Services. Payment is due upon receipt of Madison Cloud’s invoice. Late payments will accrue interest at a rate of one and one-half percent (1 ½%) per month or the highest rate allowed by applicable law, whichever is lower. Madison Cloud reserves the right to have Customer complete a credit application to determine its creditworthiness as a condition of receiving further Services. If Madison Cloud initiates a collection process to recover fees due and payable hereunder, Customer shall reimburse Madison Cloud for all costs associated with such collection efforts.

9. SUSPENSION

9.1 Madison Cloud reserves the right to suspend the Services without liability if: (i) Madison Cloud reasonably believes that the Services are being used (or have been or are likely to be used) in violation of the Agreement, (ii) Madison Cloud reasonably believes that the Services have been accessed or manipulated by a third party without Customer’s consent, (iii) Madison Cloud reasonably believes that suspension of the Services is necessary to protect Madison Cloud’s network, (iv) payment for the Services is overdue, or (v) suspension is required by law. Any Customer Data stored through the Services shall be unavailable during the Suspension period. Madison Cloud will use commercially reasonable efforts to provide the Customer with a notice of any Suspension and estimated time to cure, unless Madison Cloud determines in its sole discretion that immediate suspension is required.

9.2 During a Suspension period or following the termination of the Agreement, Customer shall not have access to the Customer Data.

10. TERMINATION FOR BREACH

10.1 Madison Cloud may immediately terminate the Agreement for breach upon written notice to the Customer if: (i) Customer does not pay fees for Services due and payable under the Agreement within seven (7) days of receiving Madison Cloud’s written notice; (ii) a credit report indicates that Customer no longer meets Madison Cloud’s reasonable credit criteria; or (iii) Customer fails to comply with any provision of the Agreement and does not remedy the failure within fourteen (14) days of receipt of Madison Cloud’s notice of such.

10.2 Customer may terminate the Agreement for breach upon written notice if: (i) Madison Cloud fails to provide the Services in all material respects as described in an applicable Order and does not remedy that failure within fourteen (14) days of receiving Customer’s written notice describing such material defect, or (ii) Madison Cloud fails to comply in any material respect with any other obligation stated in the Agreement and does not remedy such within fourteen (14) days of receiving Customer’s written notice describing the material failure.

11. ACCESS AND REMOVAL OF CUSTOMER DATA

Upon termination of the Agreement pursuant to Section 10 of this TOS, Customer shall have seven (7) days (the “Data Removal Period”) to remove all of the Customer Data and other information, including without limitation backup copies thereof, that Customer or any authorized third party has uploaded, stored or otherwise input through the Services. Upon expiration of the Data Removal Period, Madison Cloud may remove any and all Customer Data from Madison Cloud’s cloud servers and drives, including without limitation any and all backup copies thereof. Madison Cloud is not responsible for any deletion, destruction, damage, loss or failure by Customer to backup any Customer Data removed by Madison Cloud upon the expiration of the Data Removal Period. If Customer has opted to keep separate hard drives (“Drive Retention”, as specified in the Order), Madison Cloud will mail all such used drives to the Customer.

12. EXPORT MATTERS

Customer shall, in connection with its use of the Services under the Agreement, comply with all applicable export and re-export control laws and regulations, including the USA Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and country-specific economic sanction programs implemented by the US Office of Foreign Assets Control.

13. CONFIDENTIAL INFORMATION

13.1 Each party agrees to protect and maintain in strict confidence all Confidential Information of the other party and their respective customers, providers, and other third parties with whom the disclosing party has entered into business relationships. The parties shall not disclose Confidential Information to any third party, except (i) as required by law, (ii) to the extent such disclosure is reasonably necessary to carry out the purposes of this Agreement, or (iii) as otherwise expressly permitted by this Agreement. The party receiving Confidential Information of the other party may disclose such Confidential Information to its employees who have a need to know such information for the purposes of this Agreement; provided that the receiving party causes each such employee to be legally bound by terms of confidentiality no less strict than the terms of this Section 13.1. Confidential Information shall remain the property of the disclosing party. Neither this Agreement nor disclosure of Confidential Information hereunder shall be construed as granting any right or license, express or implied, to the receiving party, under any patent, copyright, trade secret or other intellectual property right now or hereafter owned or controlled by the disclosing party.

13.2 Customer may choose, by Madison Cloud’s invitation or otherwise, to submit comments or ideas about the Services, including without limitation comments concerning improvements or enhancements of the Services (“Feedback”). By submitting Feedback, Customer hereby agrees that: (i) such disclosure is made without entitling Customer to any consideration whatsoever, (ii) such disclosure is without restriction and will not place Madison Cloud under any fiduciary or other obligation, (iii) Madison Cloud is free to disclose the Feedback on a non-confidential basis or otherwise to any third party, (iv) Madison Cloud is free to use the Feedback without any additional compensation to Customer, and (v) Customer assigns all right, title and interest (including intellectual property rights) in and to such Feedback to Madison Cloud. Customer will promptly take such action as Madison Cloud may reasonably request from time to time (including execution of affidavits and other documents) to effect, perfect or confirm Madison Cloud’s ownership rights as set forth in this Agreement.

14. OWNERSHIP OF INTELLECTUAL PROPERTY

Each party retains all right, title and interest in and to its respective intellectual property and rights related thereto, including without limitation trade secrets, inventions, copyrights, patents, trademarks and other intellectual property. As between the parties, Madison Cloud or its licensors retain all respective ownership and intellectual property rights to the Services, Software, and Services-related, third-party software, including without limitation any intellectual property developed by Madison Cloud during the provision of the Services hereunder, unless otherwise agreed to in a signed writing between the parties. Customer Data shall be solely owned by Customer. Any third-party property incorporated into the Services shall remain the exclusive property of such third-party.

15. LIMITATION OF LIABILITY

MADISON CLOUD’S LIABILITY AND OBLIGATIONS ARE AS EXPRESSLY DEFINED IN THIS AGREEMENT. MADISON CLOUD SHALL NOT BE LIABLE FOR ANY FAILURE TO PROVIDE THE SERVICES UNLESS SUCH FAILURE RESULTS FROM A BREACH OF THE APPLICABLE SLA OR RESULTS FROM MADISON CLOUD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE CREDITS STATED IN ANY APPLICABLE SLA ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR MADISON CLOUD’S FAILURE TO MEET THE SLA GUARANTEES FOR WHICH CREDITS WERE PROVIDED.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, (I) IN NO EVENT SHALL MADISON CLOUD (NOR ITS EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS) BE LIABLE FOR ANY LOST PROFITS OR OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY; AND (II) IN NO EVENT SHALL MADISON CLOUD’S MAXIMUM LIABILITY HEREUNDER EXCEED THE GREATER OF (A) THE AMOUNT PAID OR PAYABLE, AS THE CASE MAY BE, OVER THE THEN IMMEDIATELY PRECEDING SIX (6) MONTH PERIOD FOR THE SERVICES GIVING RISE TO SUCH LIABILITY OR (B) FIVE HUNDRED DOLLARS ($500). THESE LIMITAITONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

16. INDEMNIFICATION

16.1 Madison Cloud Indemnification. Madison Cloud will defend and hold harmless Customer from any third-party claim, suit, action or proceeding, and will pay all related damages, costs, expenses, judgments, settlement amounts, and other liabilities (including reasonable attorney’s fees and costs) finally awarded against Customer by a court or tribunal of competent jurisdiction, arising from any allegation that the Services, when used as authorized hereunder in the form provided by Madison Cloud, infringe, misappropriate or violate any copyright, patent, trade secret, trademark or other intellectual property rights of a third party. If Customer seeks indemnification under this Section, it must provide Madison Cloud with prompt notice of the claim, give Madison Cloud sole control of the defense and related settlement negotiations and reasonably cooperate with Madison Cloud, at Madison Cloud’s expense, in defending or settling the claim.

16.2 Customer Indemnification. Customer will defend and hold harmless Madison Cloud from any third-party claim, suit, action or proceeding, and will pay all related damages, costs, expenses, judgments, settlement amounts, and other liabilities (including reasonable attorney’s fees and costs) finally awarded against Madison Cloud by a court or tribunal of competent jurisdiction, arising out or related to Customer’s alleged or actual use of, misuse of, or failure to use the Services, including without limitation:: (i) any violation (or alleged violation) of applicable law by Customer or any Customer Data; (ii) any allegation that any Customer Data infringes, misappropriates or violates any copyright, patent, trade secret, trademark or other intellectual property rights of a third party; (iii) any disputes with third-party licensors or providers of any Customer Data; (iv) any acts or omissions of Customer or Customer’s authorized users, including any breach of this Agreement.

17. DISCLAIMERS

THERE IS NO GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, CUSTOMER DATA AND CONFIDENTIAL INFORMATION. MADISON CLOUD HAS NO OBLIGATION TO PROVIDE SECURITY OTHER THAN AS STATED IN THIS AGREEMENT. MADISON CLOUD DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY STATED IN THE AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR THE SUITABILITY OF THE SERVICES CHOSEN, INCLUDING THE SUITABILITY AS IT RELATES TO CUSTOMER DATA. THE SERVICES ARE PROVIDED “AS IS,” SUBJECT ONLY TO ANY APPLICABLE SLA (AS DESCRIBED IN SECTION 6 OF THIS TOS). ANY VOLUNTARY SERVICES MADISON CLOUD MAY PERFORM FOR CUSTOMER AT CUSTOMER’S REQUEST AND WITHOUT ANY ADDITIONAL CHARGE ARE PROVIDED “AS IS.” CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE SERVICES FOR CUSTOMER’S USE IN LIGHT OF ANY APPLICABLE DATA PRIVACY LAWS AND REGULATIONS.

18. SOFTWARE

18.1 All Software that Madison Cloud provides for Customer’s use is subject to the terms of this Agreement. Customer may not use any Software after the expiration or termination of this Agreement, or the termination of the particular Service for which it was provided. Customer may not copy the Software unless expressly permitted by the Agreement. Customer may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Software provided by Madison Cloud hereunder. Customer may not reverse engineer, decompile or disassemble any Software utilized or provided by Madison Cloud. Any additional restrictions which may apply to Software Madison Cloud utilizes or provides in the performance of the Services will be specified in the applicable Order.

18.2 In the event that Madison Cloud distributes any third-party or open-source software to Customer as part of the Services, such open-source software is subject to the terms of any applicable third-party or open-source licenses. THERE ARE NO WARRANTIES PROVIDED WITH RESPECT TO ANY THIRD-PARTY OR OPEN-SOURCE SOFTWARE AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS HEREIN AND THE APPLICABLE OPEN-SOURCE OR THIRD-PARTY LICENSE WITH RESPECT TO ANY SUCH THIRD-PARTY OR OPEN-SOURCE SOFTWARE, THE TERMS OF THE APPLICABLE THIRD-PARTY OR OPEN-SOURCE LICENSE SHALL CONTROL, BUT ONLY TO THE EXTENT OF THE CONFLICT.

19. MONITORING TOOLS

Customer agrees to provide information and/or other materials related to its Applications as reasonably requested by Madison Cloud and hereby permits Madison Cloud to access the Applications or crawl or otherwise monitor the external interfaces of Customer’s Applications in connection with the Services, for the purpose of verifying Customer’s compliance with this Agreement and to allow Madison Cloud to more efficiently manage any potential service issues. Customer agrees not to block, disable or otherwise interfere with such crawling or monitoring tools permitted by this Agreement.

20. SERVICES PROVIDED BY THIRD PARTIES

Madison Cloud may direct Customer to third-party products or services, including availability of third-party applications through deployment or implementation tools. MADISON CLOUD MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING PRODUCTS AND SERVICES THAT ARE NOT PURCHASED FROM MADISON CLOUD. Customer’s use of any such third-party products and services is governed by the terms of Customer’s agreement with the provider of those products and services.

21. GENERAL PROVISIONS

21.1 Orders. All Orders applicable to Customer will be governed by the then-current TOS of the Customer’s most recent Order.

21.2 Entire Agreement. This TOS, together with the AUP, the SLA, the Privacy Policy and all applicable Orders, constitute the entire agreement between the Parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written agreements, commitments, or understandings with respect to such matters.

21.3 Severability. If any provision of this Agreement, or a portion thereof, shall be adjudged by a court of competent jurisdiction to be unenforceable or invalid, that portion shall be eliminated or limited to the minimum extent necessary so that the remainder of this Agreement shall remain in full force and effect and enforceable.

21.4 Survival. Sections 1, 3.2, 8, 11, 13, 14, 15, 16, 21.4, 21.6, 21.10, 21.11 and 21.13, and all other provisions that by their nature are intended to survive expiration or termination of the Agreement shall survive expiration or termination of the Agreement.

21.5 Modification. Madison Cloud may modify the terms and conditions contained in the TOS and the SLA, by posting a change notice or new TOS or SLA on Madison Cloud’s website. The change shall come into effect thirty (30) days following such posting. If any modification is unacceptable to Customer, Customer may stop using the Services. Customer’s continued use of the Services following the posting of a change notice or new TOS or SLA on Madison Cloud’s website will constitute Customer’s acceptance of the change (provided that any material change to the Agreement will not apply retroactively to any event that occurred prior to the date of posting such material change).

21.6 Notice. Any required notice hereunder including notice of termination or suspension may be delivered by electronic mail, personally or by courier, or mailed by registered or certified mail, return receipt requested, postage prepaid, to either party at the name and address on the signature page of this Agreement, or at such other address as such party may provide to the other by written notice. Such notice will be deemed to have been given on the first business day after the day of transmission if sent by electronic mail; upon delivery if delivered personally, or by courier; or five (5) business days after it is sent by mail. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

21.7 Assignment. Customer may not assign this Agreement, in whole or in part, without the prior written consent of Madison Cloud. Any attempted assignment or delegation without such consent will be void. Madison Cloud may assign this Agreement in whole or in part, without consent, to an Affiliate, or as part of a corporate reorganization or a sale of its business or assets. In order to provide the Services, Customer agrees that Madison Cloud may use third-party service providers to perform all or any part of the Services, provided it remains responsible to Customer under this Agreement for work performed by such third party. Madison Cloud may change the service provider(s) at any time during the Term. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.

21.8 Force Majeure. Except for performance of a payment obligation, neither party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, acts of war or terror, governmental actions, pandemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. If the force majeure continues for more than thirty (30) calendar days, then either party may terminate the Agreement upon written notice to the other party.

21.9 Evaluation, Trial or Demonstration Services. Customer may receive from Madison Cloud certain services for evaluation, trial or demonstration at no-cost (“Evaluation Period”). Customer agrees to use such services in a non-production environment. By accepting services on such a basis, Customer accepts such services “as is” and waives all express and implied warranties and conditions and service level agreements during the Evaluation Period. Either party, upon written notice to the other, may cancel the Evaluation Period with immediate effect. Upon termination or expiration of the Evaluation Period, Customer shall either convert to a paid contract covering the use of such services or immediately terminate use of such services.

21.10 Use of Customer Name. Customer agrees that Madison Cloud may use Customer’s name and logo in Madison Cloud’s marketing materials and website, and identify Customer as user of the Services, unless prohibited in writing by Customer.

21.11 Independent Contractor. Neither party shall be deemed to be an agent of the other party, and the relationship of the parties shall be that of independent contractors. Neither party shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever.

21.12 On-premises Storage Services (“Edge Appliances”). In the event that Customer orders Madison Cloud’s On-premises Storage, the provisions of the On-premises Storage Addendum attached hereto as Schedule A will apply to such On-premises Storage Services in addition to the provisions of this Agreement. The On-premises Storage Services shall be deemed part of the Services.

21.13 Governing Law. With respect to Orders accepted by Madison Cloud, the Agreement shall be governed by the laws of the state of Florida, excluding any choice of law rules. For any dispute arising out of or relating to this Agreement, the Parties consent to personal jurisdiction in, and the exclusive venue of, the courts in Florida. However, Madison Cloud or its Affiliates may bring suit for payment in any country where Customer is located.

Schedule A

On-premises Storage (“Edge Appliances”) Addendum

“Designated Hardware” means the hardware specified in the Order with respect to the On-premises Storage Services (also knowns as Madison Cloud Edge Appliances), as updated in writing from time to time.

“Customer Site” or “Site” shall mean the Customer’s data center or premises as detailed in the Order.

“Remote Hands” shall mean the technical support to be performed by Customer’s staff, which includes diagnose, troubleshoot, installation and repair of the Designated Hardware at any time of day or night, including weekends and holidays.

1. The provisions of this On-premises Storage Addendum apply only to the On-premises Storage features of the Services.

2. On-premises Storage Features. On-premises Storage features of the Services include provision of the Services through Designated Hardware located at the Customer Site, payment of Minimum Service Fee and Minimum Subscription Period, as described below. This On-premises Storage Addendum (“OP Addendum”) is a contract for services and not a sale of goods. Other than the rights specifically granted by this OP Addendum, Customer has no right to the Designated Hardware or the Services. Customer shall not remove the Designated Hardware from the Customer Site.

3. Designated Hardware Delivery. Madison Cloud shall ship the Designated Hardware to the Customer Site, according to the terms specified in the Order. Customer shall bear the shipping costs (if applicable), insurance costs and applicable taxes. The Customer will install the Designated Hardware at the Site within one week of the delivery date, at Customer’s sole expense. Customer will provide, at its own expense, the space and the infrastructure required for the installation of the Designated Hardware at the Customer Site, including without limitation power supply and cooling systems, all other necessary environment conditions, and expansion of such space and infrastructure if and when needed. Customer will also provide, at its own expense, racks, networking connectivity, IP addresses, WAN communication and Remote Hands. The Designated Hardware will be used by Customer exclusively in connection with the Services, and not for any other purpose.

4. Security. Customer will be responsible for the physical security and the safekeeping of the Customer Site and the Designated Hardware. Whenever required by Madison Cloud, Customer shall allow and assist Madison Cloud’s representatives to enter the Customer Site and to inspect and handle the Designated Hardware. Customer will maintain environmental conditions for the Designated Hardware as customary and as recommended by Madison Cloud, and will allow access to the Designated Hardware only to its trained and competent employees, who must handle the Designated Hardware according to customary practices and applicable manuals.

5. Title. Title, ownership, and all related intellectual property rights in the Designated Hardware shall remain the exclusive property of Madison Cloud at all times. Customer shall mark the Designated Hardware with appropriate legends identifying the Designated Hardware as Madison Cloud property. Customer shall not remove or alter such legends, or any other legends put in place by Madison Cloud. Customer shall not grant any security interest in or otherwise encumber any of the Designated Hardware, shall not cause any of the Designated Hardware, or any interest therein, to become subject to any lien, other than any lien required by Madison Cloud. Upon request of Madison Cloud, Customer shall execute any instrument or document required to perfect Madison Cloud’s security interest in the Designated Hardware.

6. Risks of Loss. Without prejudice to the foregoing statement, as long as the Designated Hardware is at the Customer Site, Customer bears all risks of loss and damage related to or arising from the Designated Hardware and shall indemnify Madison Cloud for any damage or loss caused to the Designated Hardware. Customer shall insure the Designated Hardware for its full replacement value with an insurance company of repute and if required by Madison Cloud shall provide it with an evidence of the insurance and endorsement of the interest of Madison Cloud on such policy.

7. Effects of Termination. Upon termination of this OP Addendum, the Customer shall remove the Designated Hardware from the Customer Site and return it to Madison Cloud at its own costs and in its original packaging, no later than ten (10) days of the termination date, according to shipping instructions received from Madison Cloud. Should the Designated Hardware not be received by Madison Cloud within said ten (10) days, Customer shall be invoiced for all service fees payable under this OP Addendum until the Designated Hardware is received. Customer is responsible to remove any and all Customer Data stored on the Designated Hardware, prior to shipment.

8. Designated Hardware Support. Customer shall ensure the ability of Madison Cloud to access the Services remotely, for the purpose of troubleshooting and management of the Services. If Madison Cloud diagnoses a defect that requires a Designated Hardware replacement or repair, or if Customer notifies Madison Cloud of such defect, Madison Cloud will provide the replacement part to Customer. The Customer will provide Remote Hands services to Madison Cloud and the actual on-site hardware replacement will be performed by Customer. The defective part will be returned to Madison Cloud or a specified third party within ten (10) business days from the receipt of the replacement part. Madison Cloud shall bear the shipping costs of the replacement part, provided that the defect is covered under Madison Cloud’s support obligations, as detailed herein. Customer must provide Madison Cloud IP connectivity. The support will be provided in English in accordance with Madison Cloud’s then-existing technical Support policy. Customer will appoint designated employees to liaise with Madison Cloud to provide Remote Hands support. Madison Cloud’s support obligations are conditioned upon Customer providing Remote Hands support.

9. Without derogating from the above, Madison Cloud shall not be liable for any failure or unavailability of the Services, and no SLA credits (as defined in the applicable SLA) shall be provided, if Customer fails to provide Madison Cloud the Remote Hands services or if Customer’s staff fails to adhere to Madison Cloud’s instructions. The On-premises Storage Service does not include customization, on-site assistance/support and installation of the Designated Hardware, unless expressly detailed in the Customer Order. Madison Cloud may provide, for an additional service fee, support or assistance as a result of: fault or negligence of the Customer, repairs or modifications made by parties not authorized by Madison Cloud or causes external to the Services.

10. Payment. Customer will pay Madison Cloud monthly/quarterly/yearly fees as detailed in the Order(s) under Customer’s account. Customer may upgrade or downgrade On-premises Storage subject to availability and subject to acceptance of the “Order Modification” in writing by Madison Cloud. The new fee(s) will go into effect upon upgrade or downgrade of Service and no more than ten (10) days after receipt of the upgraded hardware as detailed in the Order Modification.

11. Minimum Subscription Period. The On-premises Storage Service requires a minimum subscription period as stated in the Order (“Minimum Subscription”). Early termination by Customer is subject to payment of the Minimum Service Fee, as determined by Madison Cloud, due until the end of the Minimum Subscription period.

12. Survival. The following provisions of this OP Addendum will survive any termination or expiration of this Agreement: Sections 4 -12, as well as any provision that must survive to fulfill its essential purpose.

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