The terms and conditions governing the professional relationship between Cloudvoid LLC and its clients.
This Master Services Agreement ("MSA") and the Service Order ("SO") or Statement of Work ("SOW") signed by or accepted online by Client are combined together by reference and create one integrated contract (the "Agreement") between Cloudvoid LLC ("we," "us," "our," "Cloudvoid," or "Provider") and Client ("Client"). Client and Cloudvoid shall each be referred to herein as a "Party" and, collectively, as the "Parties." Service Orders, Statements of Work, and all the applicable documents included therein ("Included Agreements") are legally integrated as if fully set forth as one Agreement.
Upon each Service Order or SOW renewal, including automatic renewals, this Agreement will be superseded by the terms and conditions set forth in the then currently published version of the MSA and the applicable Included Agreements available online as of the date on which Client's services are renewed (the "Renewal Terms"). If Client does not agree to the Renewal Terms, Client may decline to renew services.
WHEREAS, Cloudvoid provides technology consulting, managed IT services, cloud platform services, and related professional services (the "Services");
WHEREAS, Cloudvoid provides certain Services on a subscription basis ("Subscription"); and
WHEREAS, Client desires to engage Cloudvoid to provide the Services.
THEREFORE, the Parties agree as follows:
In addition to such definitions as are included in this Agreement, the following terms shall have the meanings provided herein.
Cloudvoid provides a range of technology services organized across the following practice areas:
Solution architecture, cloud migration, infrastructure design, application modernization, security assessments, DevOps engineering, and strategic advisory services. Consulting engagements are typically governed by a Statement of Work (SOW) with defined scope, deliverables, and timeline.
Managed IT services are provided on a per-unit subscription basis and include:
Public cloud, private SDDC, and bare metal colocation services provided through the Foundation cloud platform. Foundation services are governed by the Foundation Terms of Service and Foundation SLA.
Each engagement will be governed by a Statement of Work (SOW) or Service Order (SO) executed by both parties. Each SOW/SO will specify, at minimum:
SOWs and Service Orders may be amended only by written agreement signed by authorized representatives of both parties. Work requested outside the scope of an active engagement may be performed under a change order or new SOW at Provider's then-current rates. In the event of any conflict between this MSA and a SOW or Service Order, the terms of the SOW or Service Order shall control with respect to that specific engagement.
The Subscription shall commence on the Commencement Date and continue until the end of the period for which Client has subscribed (the "Subscription Term"), as indicated by the Service Order (a "Subscription Plan").
Upon expiration of Client's Subscription, the Subscription Term shall automatically renew (each, a "Subscription Renewal Term") on the same terms and conditions as contained herein unless Client terminates by providing written notice of non-renewal to Cloudvoid prior to expiration of the then-current Subscription Term. Upon renewal, the payment method on file shall be charged the Subscription Fee for the same Subscription Plan as Client's expiring plan.
Cloudvoid reserves the right to change its prices by giving Client written notice of such change prior to expiration of the then-current Subscription Term. Such change shall become effective for the renewal Subscription Term in the absence of cancellation by Client.
Cloudvoid may terminate this Agreement upon a Client Default subject to 30 days' prior written notice to Client. Cloudvoid may, either additionally or in the alternative, elect to terminate one or more of the Services for which a Client Default has occurred. Cloudvoid will give Client at least 60 days' notice of intent to terminate any Service Order if Cloudvoid wishes to terminate Services at the end of any current Term.
Client will give Cloudvoid 60 days' notice, but no more than 120 days' notice, of Client's intent to terminate any Service Order at the end of any current Term.
If Client cancels any Services ordered under this Agreement before the expiration of the Term specified on the applicable Service Order for any reason other than Cloudvoid Default, or if Cloudvoid terminates this Agreement due to Client's default, Client will within 5 days of notice pay Cloudvoid, as liquidated damages and not as a penalty, an amount equal to seventy-five percent (75%) of the average monthly amounts invoiced in the preceding four months, multiplied by the number of months remaining in the current term.
The Parties acknowledge that actual damages would be difficult to calculate with reasonable certainty. These damages will be in addition to all other obligations or amounts owed by Client to Cloudvoid.
In the case of a termination by Client for any reason, there shall be no refunds or discounts of fees paid. Upon termination, Client must promptly pay any amounts due and owing to Cloudvoid. All Client Data, including but not limited to data backups, maintained by Cloudvoid, may be deleted.
No engagement shall commence until an approved payment method is established between Client and Cloudvoid. Client agrees to maintain a valid payment method (credit card, ACH, wire transfer, or other approved form) on file with Provider for the duration of any engagement.
For managed services, retainer, and subscription engagements, all payments will be charged to Client's payment method on file on the first day of each billing period (or, if such date is a national or bank holiday, then on the next business day).
In the event payment is declined, Cloudvoid will provide notice to Client. If Client does not cure such non-payment within Three (3) business days after notice, Cloudvoid reserves the right to either, in its sole and absolute discretion, suspend the Services or terminate this Agreement.
For consulting and project-based engagements, fees and payment schedules will be as specified in the applicable SOW. Payment terms for non-recurring invoices will be as agreed upon between the parties in the SOW. Late payments will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower). Failure of Client to pay invoices within 15 days of the invoice date may, in the discretion of Cloudvoid, result in suspension of the Services or termination of this Agreement.
Pre-approved, reasonable travel and out-of-pocket expenses incurred in connection with the services will be billed at cost. Expenses exceeding $500 require prior written approval from Client.
Fees are exclusive of all taxes. Client is responsible for all applicable sales, use, and value-added taxes, excluding taxes based on Provider's income.
In addition to all other obligations stated in this Agreement, Client agrees to:
Client will not: (a) make the Services available to, or use the Services for the benefit of, anyone other than Client; (b) sell, resell, license, sublicense, distribute, rent, or lease the Services; (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful material, or material in violation of third-party privacy rights; (d) use the Services to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of the Services; (f) attempt to gain unauthorized access to the Services or related systems or networks; (g) copy the Services or any part, feature, function, or user interface thereof; or (h) reverse engineer, disassemble, or decompile the Services.
Delays caused by Client's failure to fulfill these obligations may result in revised timelines and additional fees.
Cloudvoid shall at all times be an independent contractor with respect to Client. This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Cloudvoid and Client for any purpose. Neither Party has any authority (and shall not hold itself out as having authority) to bind the other for any purpose and neither shall make any agreements or representations on the other's behalf.
Cloudvoid owns all rights, title, and interest in and to Cloudvoid software and Services, as well as any trademarks, copyrights, trade secrets, and inventions, whether or not registered, and any ideas, suggestions, proposals, research or test results obtained through, from, or as a result of Client's use of the Services and/or feedback provided by Client regarding the Services (collectively, "Cloudvoid Assets"). Client's rights to the Services are limited to the rights expressly granted in this Agreement. Cloudvoid reserves all rights not expressly granted. Client agrees not to attempt to claim, register, or protect any interest in or to the Cloudvoid Assets.
Client retains all rights in its pre-existing intellectual property, data, trademarks, and proprietary materials provided to Cloudvoid for the purpose of performing the services.
Unless otherwise specified in the SOW, all custom Deliverables created specifically for Client under a consulting or project-based SOW shall be owned by Client upon full payment of all fees associated with that SOW. To the extent any Cloudvoid tools, scripts, templates, or frameworks are incorporated into a Deliverable, Cloudvoid grants Client a non-exclusive, perpetual, royalty-free license to use such tools solely as part of the Deliverable.
Each Party ("Receiving Party") acknowledges that, in connection with this Agreement, the Receiving Party will have access to and/or be given by or on behalf of the other Party ("Disclosing Party") information which is expressly designated "Confidential" or would be understood by a reasonable person to be confidential (collectively, "Confidential Information"). Confidential Information includes business plans, strategies, know-how, marketing plans, customer and vendor information, Trade Secrets, and any documents whether or not marked as confidential.
"Trade Secrets" means all information that: (i) derives independent economic value from not being generally known to or readily ascertainable by others who can obtain economic value from its disclosure or use; and (ii) is the subject of reasonable efforts to maintain its secrecy.
Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Parties agree that all client lists, work product, know-how, and methodologies are Confidential Information of the respective Party.
The Receiving Party agrees not to use, disclose, distribute, or disseminate Confidential Information except as expressly permitted under this Agreement. The Receiving Party shall use at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Access shall be restricted to employees or contractors who need such information to exercise rights or perform obligations hereunder.
The foregoing restrictions will not apply to information that: (i) was known to the Receiving Party without restriction at the time of disclosure; (ii) has become publicly known through no wrongful act of the Receiving Party; (iii) has been rightfully received from an authorized third party without restriction; (iv) has been approved for release by written authorization; or (v) has been independently developed without use of Confidential Information. Either Party may disclose Confidential Information as required by court order or legal process, provided the disclosing Party gives prompt advance notice to enable the other Party to seek a protective order.
All Confidential Information shall be surrendered to the Disclosing Party upon request, except that Confidential Information may be retained to comply with internal document retention policies for legal, governance, or regulatory compliance. Any retained Confidential Information remains subject to the restrictions herein. Digital Confidential Information is deemed returned when deleted from local drives and off-site storage, provided no attempt is made to recover it.
Cloudvoid will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client data from unauthorized access, disclosure, alteration, or destruction.
If Client's data includes personally identifiable information (PII), protected health information (PHI), or other regulated data, Client must notify Cloudvoid in writing prior to commencement of services. A separate Data Processing Agreement (DPA) or Business Associate Agreement (BAA) may be required and will be executed as an addendum to the applicable SOW.
In the event of a data breach involving Client data, Cloudvoid will: (a) notify Client within seventy-two (72) hours of becoming aware of the breach; (b) take reasonable steps to contain and remediate the breach; and (c) cooperate with Client's investigation and notification efforts.
Upon termination of services, Cloudvoid will return or securely destroy all Client data within thirty (30) days, unless retention is required by law or agreed upon in writing.
Cloudvoid represents and warrants that: (i) it is authorized and licensed to conduct its business as described herein; (ii) it is authorized to enter into this Agreement; and (iii) entering into this Agreement will not conflict with or cause violation of any other agreement.
Client represents and warrants that: (i) it is authorized and licensed to conduct its business as described herein; (ii) it is authorized to enter into this Agreement; and (iii) entering into this Agreement will not conflict with or cause violation of any other agreement.
For consulting and project-based engagements, Cloudvoid further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards, and that personnel will have the requisite skills and qualifications. If services fail to conform, Client must notify Cloudvoid within fifteen (15) days. Cloudvoid will, at its option, re-perform the non-conforming services or provide a refund for the non-conforming portion.
CLOUDVOID PROVIDES THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY LAW, CLOUDVOID DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CLOUDVOID DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Client expressly and unconditionally waives any and all claims against Cloudvoid, regardless of the basis upon which such claim(s) may be made, that may be based on, arise in connection with, or be related to any of the following:
No waiver by Cloudvoid of any breach by Client shall be deemed a waiver of any similar or dissimilar provision at the same or any prior or subsequent time, nor shall the failure of or delay by Cloudvoid in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof.
For purposes of this section, any reference to Cloudvoid shall include Cloudvoid's Affiliates, shareholders, directors, officers, employees, agents, and contractors.
Client agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to Cloudvoid) and hold Cloudvoid, its Affiliates, owners, principals, officers, employees, and agents ("Cloudvoid Indemnitees") harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties, or injury (including reasonable attorneys' fees) suffered or incurred by any of them arising from: (a) any misrepresentation by, or breach of any covenant or warranty of Client contained in this Agreement; or (b) any acts or omissions by Client and its Affiliates, owners, principals, officers, employees, and agents. The foregoing expressly includes damage or loss resulting from Client Data stored in connection with the Services.
Cloudvoid will defend, indemnify, and hold harmless Client from third-party claims arising from Cloudvoid's gross negligence or willful misconduct in performing the services, or infringement of a third party's intellectual property rights by Deliverables created by Cloudvoid.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES, LOSS OF PROFITS, OR PUNITIVE DAMAGES HOWSOEVER ARISING WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY AGAINST WHICH LIABILITY IS SOUGHT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CLOUDVOID SHALL NOT BE LIABLE TO CLIENT, WHETHER FOR INDEMNIFICATION, REMEDIATION, BREACH OF WARRANTY, OTHER BREACH OR OTHERWISE, FOR A CUMULATIVE AMOUNT IN EXCESS OF THE NET PAYMENTS BY CLIENT TO CLOUDVOID DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM BY CLIENT.
During the term of this Agreement and for a period of twelve (12) months following its termination, neither Party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other Party who was involved in the performance of services under this Agreement, without the prior written consent of the other Party.
If either Party hires a protected individual in violation of this section, the hiring Party shall pay the other Party a recruitment fee equal to 50% of the hired individual's first-year annual compensation.
Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, communication line failure, governmental orders (including quarantines and business closures), and power failures.
If a force majeure event continues for more than sixty (60) days, either Party may terminate the affected engagement without penalty.
In the event of a dispute between the Parties ("Dispute"), prior to commencing other legal proceedings (other than an action for interim injunctive relief), each Party will refer the Dispute to its designated representative to work in good faith to attempt to resolve the Dispute amicably for a period of forty-five (45) calendar days from the date of written notice. All amounts due not in dispute shall be promptly paid by Client.
Disputes that cannot be settled amicably shall be submitted by the Parties to binding arbitration in Williamson County, Texas, by a single arbitrator selected in accordance with the rules of the American Arbitration Association ("AAA"), governed by the laws of the State of Texas without regard to conflicts of laws principles. The arbitration proceeding shall be finalized within six (6) months. Proceedings shall be kept confidential. The non-prevailing Party shall pay the other Party's costs and expenses, including reasonable attorneys' fees. Any award rendered shall be final and binding.
A breach of this Agreement may cause irreparable harm for which monetary damages are not a sufficient remedy. The affected Party may, without waiving any other rights and without posting a bond, seek an injunction, specific performance, or other equitable relief.
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT.
All notices must be in writing and delivered in person, electronically, or sent by registered/certified mail or recognized overnight courier, with all fees prepaid. An email copy shall accompany each notice. Either Party may change its address with ten (10) calendar days' prior written notice.
To Cloudvoid:
Cloudvoid LLC
2002 Scott Blvd.
Temple, TX 76504
legal@cloudvoid.com
This Agreement may not be assigned, sublet, or otherwise transferred by Client. This Agreement may be assigned by Cloudvoid upon written notice to Client.
This Agreement is binding upon and shall inure to the benefit of the respective Parties and their Affiliates, permitted assigns, and successors.
If any provision is held void, illegal, unenforceable, or in conflict with any law, the remaining provisions shall not be affected and the offending provision shall be modified to be legal and enforceable in a manner that, as closely as possible, reflects the Parties' original intent.
The recitals are an integral part of this Agreement. No Party shall be deemed the drafter. Section headings are for reference only. All words in gender shall include masculine, feminine, or neuter, and all singular words shall include the plural and vice versa.
Neither this Agreement nor any provision hereof may be amended, modified, or supplemented unless in writing and executed by both Parties. Provider may update this MSA from time to time by publishing the revised version on its website. Continued execution of new Service Orders or SOWs after publication constitutes acceptance of the revised terms.
This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
Sections 1, 4-16, and 18-19 expressly survive termination. All indemnities shall survive the expiration or any earlier termination of this Agreement.
This Agreement contains the entire agreement and understanding of the Parties. No other agreements, statements, or promises have been entered into or made. No modification shall be binding unless in writing and executed by both Parties.