Legal Documents

Updated April 5th, 2025

TERMS OF SERVICE

SPECIFIC TERMS AND CONDITIONS OF SERVICE:

1. 1. Term and Termination of Service: Customer agrees that contracted services shall extend for the duration specified in the Service Order Form (SOF) and shall automatically renew for successive terms (the “Renewal Term”) thereafter unless either party shall give written notice of termination ten (10) days prior to the termination of the initial term or Renewal Term (sometimes referred to collectively as the “Term”). Notice of cancellation is required through an email to [email protected] or through the customer portal. Cloudnium LLC may, at its sole discretion, terminate the Agreement upon non-payment as set forth in Paragraph 3 below, or if Customer violates any terms and conditions of Cloudnium LLC’s Acceptable Use Policy (AUP) and/or Terms of Service (TOS). If so terminated, no refunds will be made for pre-paid services.
2. 2. Service Activation: All accounts are setup on a pre-paid basis. The service activation time is determined by the Service Order Form. Maximum time to activate services from the date of contract execution is 14 days unless Customer requests a specific time in writing or as stated in the Service Order Form. Under this Agreement, service is upon Customer receipt of connectivity, logins to server and/or IP’s, and shall continue for the Term.
3. 3. Service Fees: Fees for service(s) ordered by the Customer shall be paid to Cloudnium LLC in the total amount shown or stated as due or payable to Cloudnium LLC. All Service Fees are due in advance of services and are billed on a monthly basis unless otherwise noted in the Service Order Form. Customers may be billed on a calendar month cycle, quarterly, half-yearly, or yearly, or service schedule cycle. Bills will include the service period covered and the Due Date for payment. It is possible that Service Fees are billed as one-time charges as non-recurring charges (NRCs) or ongoing monthly recurring charges (MRCs) and may be billed on a prorated basis. NRCs such as setup fees, administrative fees, bandwidth overages and late fees may be billed in service arrears.
4. 4. Additional Technical Support Services: Additional Technical Support Services will be billed in minimum increments of thirty (30) minutes each, at a rate of $75.00 per (30) minutes. Unless specifically stated in the Service Order Form, Customers who request additional technical support services agree to all terms and conditions of Cloudnium LLC’s Master Service Agreement, including the Terms of Service and Acceptable Use Policy.
5. 5. Non-Payment: Payment must be received by Cloudnium LLC on or prior to the payment Due Date. The payment Due Date can be found on the Customer’s Invoice for services. Failure to remit payment for services by the Due Date is a violation of the Terms of Service.
6. Fees: a. A late fee of 1.5% of the total bill amount will be incurred and will be added to all delinquent invoices. Failure to remit payment for seven (7) consecutive days, including the Due Date, may, at the discretion of Cloudnium LLC, result in a suspension or termination of access and service. In addition to the other rights and remedies of Cloudnium LLC, upon non-payment by Customer of the invoices due and owed to Cloudnium LLC, Customer grants Cloudnium LLC a lien upon, and the right to retain, all equipment, including but not limited to servers, switches, and cabling, placed in Cloudnium LLC’s facility, until all invoices due Cloudnium LLC have been paid in full. During such retention by Cloudnium LLC, it may deny Customer access to part or all of such equipment. Customer agrees that Cloudnium LLC shall have no liability to Customer or any other party for retention or denial of access to any of Customer’s equipment
   
   b. If services are deactivated/disabled due to non-payment, a minimum reactivation fee of $75 must be paid and the account made current before any services are reactivated/enabled.
7. 6. System-Level SupportCloudnium LLC is not responsible for repairs necessitated by Customer alteration of the operating system. Cloudnium LLC shall not be liable for delay in furnishing or failure to furnish service if forces beyond the reasonable control of Cloudnium LLC cause such delay.
8. 7. Taxes: Customer is responsible for paying all foreign, federal, state and local sales, use, value added, excise duty and any other taxes assessed with respect to any services, other than for taxes based on Cloudnium LLC’s net income.
9. 8. Service Credits: Service Credits will be issued to Customer account when applicable and shall be used to offset future billable services. Service Credits shall not be issued as cash back to the Customer nor shall the Service Credits be transferrable to other Customers. Service Credits shall expire if Customer’s account is terminated.
10. 9. Refunds and Disputes: All services rendered by Cloudnium LLC are non-refundable. This includes, but is not limited to: setup fees, non-recurring charges (NRCs), monthly service fees (MRCs), upgrade fees, additional service fees, administrative fees and late fees. In the event Customer disputes any amount stated in any Bill and intends to withhold payment of the amount, Customer must give Cloudnium LLC a written notice via email to [email protected] of such dispute before the Due Date of the Bill and must state in such notice the grounds for such dispute. Cloudnium LLC shall provide a written response to Customer within thirty (30) days of its receipt of such written notice. The parties agree that Cloudnium LLC has the sole final determination of the dispute. If Cloudnium LLC determines the dispute is valid, an adjustment to client’s bill shall be made. If Cloudnium LLC determines the dispute is not valid, Customer shall remit payment within five (5) days of notification by Cloudnium LLC of its final determination.
11. 10. Charge Backs: Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an additional charge of a minimum of 10% of the amount charged back or $250, whichever is greater, and will be subject to collection by an authorized collection agency. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorney’s fees, court costs and collection agency fees) incurred by Cloudnium LLC in enforcing collection.
12. 12. Limitations of Liability: Except as described in the Cloudnium LLC’s Service Level Agreement (SLA) with respect to possible service credits only, Cloudnium LLC shall not be liable to Customer for harm caused by or related to Customer’s services or inability to utilize the services unless caused solely by the gross negligence or willful misconduct of Cloudnium LLC. Notwithstanding anything else in the Master Service Agreement, Cloudnium LLC shall not be liable to Customer for lost profits, indirect, special or incidental, consequential or punitive damages, and the maximum aggregate liability of Cloudnium LLC (and any of its employees, board members, investors, agents or affiliates), under any theory of law shall not exceed the amount paid by the Customer for services for the previous month’s service prior to the occurrence of the event(s) giving rise to the claim.
13. 13. Indemnification: Customer agrees to indemnify and hold harmless Cloudnium LLC, its affiliates, and their respective officers, directors, attorneys, agents and employees from and against any and all claims, demands, inquiries, investigations, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorney’s fees) under any theory of legal liability arising out of or related to Customer’s content, activity and/or actual or alleged infringement or misappropriation of a third party’s copyright, trade secret, patent, trademark, or other proprietary right.
14. 14. Identity Use and Trademarks: Customer agrees to use Cloudnium LLC’s logo, information, and related services in accordance with Cloudnium LLC’s approved marketing guidelines. Cloudnium LLC may include Customer’s name and contact information in directories of Cloudnium LLC’s service subscribers for the purpose of promoting the use of the service by additional potential clients.
15. 15. Laws: . Agreement shall be subject to and construed in accordance with the laws of the State of Wisconsin, without reference to its conflicts of law provisions. Customer hereby submits to the exclusive jurisdiction of the state and federal courts of the State of Wisconsin with respect to any and all claims and disputes between Cloudnium LLC and Customer relating to or arising from this Agreement and waives any and all objections to such requirements.
16. 16. Waiver: Either party’s waiver of, or failure to exercise any right provided for in this Agreement, should not be deemed a waiver of any future right of this Agreement.
17. 17. Agency: The Customer and Cloudnium LLC agree that this Agreement is not intended to create any agency relationships of any kind, or any partnership or joint venture relationships; and both agree not to contract any obligations in the name of the other party and not use each other’s credit in conducting any activities under this Agreement.
18. 18. Captions: The captions of each paragraph of this Agreement are inserted solely for the reader’s convenience and are not to be construed as part of the Agreement.
19. 19. Confidentiality and Non-Disclosure: Each party will take all proper steps to keep confidential all confidential information of the other which is disclosed to or obtained by it pursuant to or as a result of this Agreement, and will not divulge the same to any third party without the prior written consent of the party to whom such confidential information belongs and will allow access to the same to its own staff only on a “need to know” basis, except to the extent that any such information becomes public through no fault of that party or is required to be disclosed pursuant to Law, including any requirements of a regulatory authority or administrative agency. Upon termination or expiration of this Agreement, each party will return to the other party any such confidential information, equipment and written data (without retaining copies thereof) provided for the purposes of this Agreement. Notwithstanding the termination or expiration of this Agreement for whatever reason the obligations and restrictions in this Section shall be valid for a period of two (2) years from the date of expiration or termination.
20. 20. Legal Compliance: By accepting this Master Service Agreement, Customer represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties. Customer further represents and warrants that he/she has full authority and power to execute this Agreement on behalf of the Company he/she represents, if any. Additionally, Customer warrants that he/she is at least 18 years of age or older and are not otherwise legally incapacitated to execute this Agreement.
21. 21. Arbitration: Applicable Law and Jurisdiction: Any controversy or claim arising under or related to this Master Service Agreement or breach therein in excess of $500.00 shall be settled by arbitration. Any dispute, controversy or claim (individually and collectively, a “Dispute”) arising out of or related to this Agreement (other than any Default by Customer that is not cured within a commercially reasonable period of time, not to exceed thirty (30) days, unless extended by mutual agreement of the parties), parties will resolve such Dispute through negotiations between senior management of the parties. Any Dispute between the parties arising out of or related to the Agreement that cannot be resolved amicably through the procedures outlined above shall be finally settled by arbitration in Wood County, Wisconsin. The venue and jurisdiction requirements set forth above apply to any arbitration proceedings. The cost of the arbitration, including the fees and expenses of the arbitrator or arbitrators, and the administrative and other fees of the Association, shall be shared equally by the parties unless the award otherwise provides; provided, however, that the prevailing party in the arbitration shall in all events be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party. In addition to the foregoing, while any such matter is unresolved, each party agrees not to make any public disclosures of any type regarding the dispute, including but not limited to blogs, online forums, tweets, or the like.
22. 22. Successors and Assigns: This Agreement shall be binding on the parties, and on their successors and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment.
23. 23. Notices: Notices required by this Agreement to Cloudnium LLC shall be in writing and shall be delivered by email. If delivered by email, notices must be sent to [email protected].

Last Updated: April 5, 2025

Updated April 5th, 2025

This Acceptable Use Policy (“AUP”) governs the use of all Services provided by Cloudnium LLC (“Datacenter”). Except as defined herein, all capitalized terms used in this AUP have the meaning set forth in the Customer’s Colocation Services Agreement...

About Cloudnium LLC AUP

This AUP outlines the guidelines by which all Customers and End Users are expected to conduct themselves in their use of the Services and Provider’s systems...

Policies

1. End User Responsibility. Notwithstanding any law or regulation to the contrary, for the purposes of this AUP, each Customer is solely responsible for the actions and activities of anyone to whom that Customer provides access to the Services or the Customer Equipment. Therefore, where the term “Customer” is used herein, it will also include all such Customer’s employees, affiliates, resellers, partners, and End Users. It is each Customer’s responsibility and contractual obligation to take reasonable steps to ensure that its employees, affiliates, resellers, partners, agents, and End Users all comply with this AUP.
2. Inappropriate and Illegal Content. Customers are solely responsible for the content that they upload to Cloudnium LLC's systems or to any Customer Equipment. Cloudnium LLC does not review, edit, censor, or take responsibility for any information or material that Customers may create, nor does Customer take review, edit, censor or take any responsibility for any information or material that End Users may create. Cloudnium LLC expressly disclaims any and all liability to any Customer (as well as to any third party) resulting from inaccurate, unsuitable, offensive, or illegal content or transactions. Cloudnium LLC specifically reserves the right to refuse to provide Services to any Customer or End User engaged in any Illegal Activities, Abuse of Services, Security Violations, Offensive Behaviors, Spamming, or who are otherwise in violation of this AUP (as those terms are described below).
   
   Customers shall not use the Services or Provider’s systems to transmit, distribute, or store material that is inappropriate, as reasonably determined by Cloudnium LLC, or material that is illegal, defamatory, libelous, indecent, obscene, pornographic, or enables illegal online gambling. Customers must also ensure that their use of Cloudnium LLC Services or systems does not violate any applicable domestic or foreign laws and/or regulations.
   
   Customers must also ensure that their use of Cloudnium LLC Services or systems does not violate any applicable domestic or foreign laws and/or regulations.
3. Illegal Activities. Customers may only use the Services for lawful purposes. The transmission, storage, or presentation of any information, data, or material in violation of any applicable law, regulation, or code via the Services is strictly prohibited (“Illegal Activities”). This includes, but is not limited to:
   · Activities that are criminal in nature;
   · Violations of anti-spam legislation (such as the CAN-SPAM Act or Canada’s Anti-Spam Legislation);
   · Infringements on a third party’s intellectual property rights;
   · Violations of import/export control laws;
   · Disclosure of personally identifying information without consent;
   · Fraudulent, deceptive, or defamatory actions;
   · Solicitation or promotion of illegal activities.
   Cloudnium LLC reserves the right to cooperate with law enforcement authorities in the investigation of any illegal activities involving Customers or End Users. Cloudnium LLC has no obligation to notify any Customer of such contact, communication, or cooperation with law enforcement authorities as described in the preceding sentence.
4. Abuse of Services.Customers must respect Cloudnium LLC's other Customers when using the Services. Any activity that interferes with or adversely affects the Services for any other Customer, End User, or third party is strictly prohibited. Prohibited actions include but are not limited to:
   · Unauthorized access, monitoring, or interference with any third-party systems;
   · Consumption of an excessive share of system resources (such as bandwidth) after being properly notified in writing and with thirty (30) days to cure;
   · Hacking or subverting the security of the Services or systems;
   · Forging or misrepresenting message headers or IP addresses;
   · Attacks on servers or systems belonging to third parties.
5. System and/or Network Security Violations. . Any activity that compromises or affects the safety or security of Cloudnium LLC's Systems is strictly prohibited. This includes:
   · Unauthorized access or use of data, systems, or networks;
   · Interference with services or networks, including denial-of-service attacks;
   · Forging TCP-IP packet headers;
   · Creating or disseminating malicious code (such as viruses or Trojan horses). Cloudnium LLC reserves the right to suspend or terminate Customer accounts without notice if the Customer engages in activities that jeopardize the security of the Systems or other Customers.
6. Offensive Behavior.Customers must conduct themselves in a professional manner when using the Services. Customers are prohibited from using offensive or abusive language when communicating with Cloudnium LLC employees or agents. Additionally, Customers must not store or disseminate objectionable content, including but not limited to: hate speech, defamation, incitement to violence, or other morally repugnant material (as each may be determined in the reasonable discretion of the Provider in consultation with its legal counsel).
7. SPAM. Customers are prohibited from using the Services to send unsolicited commercial email (spam) or to host a site that is advertised through spam. Cloudnium LLC uses industry-standard spam filtering methods to block outbound spam and will notify Customers if outbound emails are marked as spam and blocked.
8. IP Addresses.Customers may only use IP addresses assigned by Cloudnium LLC. If a Customer is using unauthorized IP addresses, the Services may be suspended until the issue is resolved. All IP numbers assigned to a Customer are the property of Cloudnium LLC and may be reclaimed or reassigned at the company’s discretion without interrupting services to Customer.
9. Breach of Policy. If Cloudnium LLC determines that a Customer is in breach of this AUP, the company may immediately suspend the Customer’s account or Services. Cloudnium LLC will notify the Customer in writing upon suspension. Customers are responsible for all fees and costs associated with remedying any breach of this AUP.
10. Reporting a Breach / Notices. If a Customer has a good faith belief that a Customer or End User has violated this AUP, please contact the Cloudnium LLC Abuse Department. The Customer’s notice must contain a first and last name and a valid method of contact.
    To report a violation, contact:
    Email: [email protected]
11. Policy Changes. As technology and laws change, Cloudnium LLC reserves the right to update this AUP at any time and in its sole reasonable discretion. Customers will be notified of any amendments, and continued use of the Services after such notice will constitute acceptance of the changes.