Terms & Conditions
Last updated: December 28, 2024
Welcome to Cloudlinc. These Terms and Conditions ("Terms") govern your use of our website, services, and any related applications provided by Cloudlinc, LLC ("Cloudlinc," "we," "us," or "our"). Please read these Terms carefully before engaging our services or using our website.
1. Acceptance of Terms
Agreement to Terms
By accessing or using Cloudlinc's website, services, or any related applications, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these terms, you must not use our services.
Capacity to Contract
By using our services, you represent that you are at least 18 years of age and have the legal capacity to enter into binding contracts. If you are using our services on behalf of an organization, you represent that you have the authority to bind that organization to these terms.
2. Services Description
Technology Services
Cloudlinc provides enterprise technology solutions including, but not limited to, network architecture, managed IT services, cybersecurity, disaster recovery, custom software development, VoIP solutions, and surveillance systems. Specific services are defined in individual service agreements.
Service Modifications
We reserve the right to modify, suspend, or discontinue any part of our services at any time with reasonable notice. We are not liable for any modification, suspension, or discontinuation of services.
3. Client Responsibilities
Accurate Information
You agree to provide accurate, current, and complete information as required for the provision of services. You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account.
System Access
Where our services require access to your systems or networks, you agree to provide necessary access credentials and permissions. You are responsible for backing up your data before any service work begins unless explicitly included in your service agreement.
Compliance
You agree to use our services in compliance with all applicable laws, regulations, and industry standards. You will not use our services for any unlawful purpose or to transmit any harmful, threatening, or offensive content.
4. Payment Terms
Fees and Billing
Fees for services are specified in your individual service agreement or statement of work. Unless otherwise stated, all fees are quoted in U.S. dollars and are due according to the payment schedule in your agreement.
Late Payments
Late payments may be subject to interest charges of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts with outstanding balances beyond 30 days.
Taxes
All fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with the services, excluding taxes based on Cloudlinc's net income.
5. Intellectual Property
Cloudlinc Property
All content on our website, including text, graphics, logos, images, and software, is the property of Cloudlinc or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.
Custom Development
For custom software development projects, ownership of deliverables is specified in the applicable service agreement. Unless otherwise agreed in writing, Cloudlinc retains ownership of any pre-existing tools, methodologies, and proprietary technologies used in providing services.
Client Data
You retain all rights to your data. By engaging our services, you grant Cloudlinc a limited license to access, use, and process your data solely for the purpose of providing the contracted services.
6. Confidentiality
Mutual Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the business relationship. This includes, but is not limited to, technical data, business strategies, customer information, and financial details.
Exceptions
Confidentiality obligations do not apply to information that is publicly available, was rightfully known before disclosure, was independently developed, or is required to be disclosed by law or court order.
Duration
Confidentiality obligations survive the termination of any service agreement and remain in effect for a period of five (5) years following termination.
7. Warranties and Disclaimers
Service Warranty
Cloudlinc warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. If services do not conform to this warranty, your exclusive remedy is for Cloudlinc to re-perform the non-conforming services at no additional cost.
Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, CLOUDLINC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Third-Party Products
Any third-party hardware, software, or services recommended or implemented by Cloudlinc are subject to the warranties provided by the respective manufacturers or vendors. Cloudlinc makes no additional warranties regarding third-party products.
8. Limitation of Liability
Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDLINC'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CLOUDLINC DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Exclusion of Damages
IN NO EVENT SHALL CLOUDLINC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER CLOUDLINC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Essential Purpose
The limitations set forth in this section shall apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above limitations may not apply to you.
9. Indemnification
Your Indemnification
You agree to indemnify, defend, and hold harmless Cloudlinc, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or related to: (a) your use of our services; (b) your violation of these terms; (c) your violation of any third-party rights; or (d) your data or content.
Procedure
Cloudlinc will promptly notify you of any claim subject to indemnification and will provide reasonable cooperation in the defense of such claim. Cloudlinc reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification.
10. Term and Termination
Term
These Terms and Conditions are effective until terminated. Specific service terms are governed by individual service agreements.
Termination for Convenience
Either party may terminate the business relationship with 30 days' written notice, subject to the terms of any active service agreements.
Termination for Cause
Either party may terminate immediately upon written notice if the other party: (a) materially breaches these terms and fails to cure within 30 days of notice; (b) becomes insolvent; or (c) makes an assignment for the benefit of creditors.
Effect of Termination
Upon termination, you must pay all outstanding fees. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination.
11. Dispute Resolution
Governing Law
These Terms and Conditions are governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of law provisions.
Informal Resolution
Before initiating any legal proceedings, you agree to first attempt to resolve any dispute informally by contacting Cloudlinc. We will attempt to resolve the dispute within 30 days of receiving notice.
Arbitration
Any dispute that cannot be resolved informally shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Oklahoma, and the decision of the arbitrator shall be final and binding.
Class Action Waiver
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
12. General Provisions
Entire Agreement
These Terms and Conditions, together with any applicable service agreements, constitute the entire agreement between you and Cloudlinc regarding the subject matter herein and supersede all prior agreements and understandings.
Severability
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver
The failure of Cloudlinc to enforce any right or provision of these terms shall not constitute a waiver of such right or provision.
Assignment
You may not assign or transfer your rights or obligations under these terms without Cloudlinc's prior written consent. Cloudlinc may assign its rights and obligations without restriction.
Force Majeure
Cloudlinc shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, power outages, or internet failures.
Notices
All notices required or permitted under these terms shall be in writing and shall be deemed delivered when sent to the email address associated with your account or to data@linc33.com for notices to Cloudlinc.
13. Changes to Terms
Modifications
Cloudlinc reserves the right to modify these Terms and Conditions at any time. We will provide notice of material changes by posting the updated terms on our website with a new effective date. Your continued use of our services after such changes constitutes acceptance of the modified terms.
14. Contact Information
Questions
If you have any questions about these Terms and Conditions, please contact us:
Cloudlinc, LLC
data@linc33.com